PLUM CREEK MANUFACTURING, L.P.
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
As of January 15, 1999
To each of the Noteholders listed on Schedule I hereto
Re: First Mortgage Note Agreements
Dear Noteholder:
Plum Creek Manufacturing, L.P., a Delaware limited partnership (the
"Company"), (as successor in interest to Plum Creek Manufacturing, Inc.)
and Plum Creek Timber Company, L.P., a Delaware limited partnership (the
"Partnership") are parties to Mortgage Note Agreements dated as of May 31,
1989 (said Agreements as heretofore amended as of January 1, 1991, April
22, 1993, September 1, 1993, May 20, 1994, June 15, 1995, May 31, 1996 and
April 15, 1997 being herein called the "Mortgage Note Agreements"),
pursuant to which the Company issued (and the Partnership guaranteed) the
Company's 11-1/8% First Mortgage Notes due June 8, 2007 in the aggregate
principal amount of $160,000,000 of which $112,000,000 aggregate principal
amount remains outstanding and which are held by the institutions
(individually a "Noteholder", and collectively the "Noteholders") in the
respective amounts shown on Schedule I (the "Notes"). Terms used herein
which are not otherwise defined herein have the meanings ascribed to them
in the Mortgage Note Agreements, as amended by this Agreement.
The Partnership proposes to convert its outstanding ownership interests
into shares of stock of Plum Creek Timber Company, Inc., a Delaware
corporation (the "Corporation"), through the merger (the "Merger") of the
Partnership with and into Plum Creek Acquisition Partners, L.P., a Delaware
limited partnership (the "Operating Partnership"). Prior to the Merger,
the Company will form Plum Creek Manufacturing Holding Company, Inc.
("Holding") and will contribute a nominal amount to Holding in exchange for
96 percent of Holding's outstanding common stock (which will be non-voting
stock), and management of the Partnership will purchase (the "Management
Stock Purchase") the remaining 4 percent of such outstanding common stock
(which will be voting stock). The Company and Holding will then form four
new Subsidiaries of Holding (the "New Subsidiaries"). Immediately prior to
the Merger, the Company will contribute an undivided 75 percent interest in
substantially all of its assets (allocated in varying proportions) to the
New Subsidiaries in exchange for 75 percent (valued on a fair market value
basis at the time of transfer) of the outstanding capital stock of each of
the New Subsidiaries (which stock will be non-voting preferred stock) and
will contribute an undivided 25 percent interest in substantially all of
its assets to Holding. Immediately thereafter, Holding will contribute
such undivided 25 percent interest (allocated in the same proportion as the
Company's contribution of its undivided interest) to each of the New
Subsidiaries in exchange for 25 percent (valued on a fair market value
basis at the time of transfer) of the outstanding capital stock of each of
the New Subsidiaries (which stock will be voting common stock). The
formation of Holding and the New Subsidiaries and the issuance of the
capital stock by such entities as described above is herein referred to as
the "Facilities Subsidiary Reorganization." The contribution of assets of
the Company to Holding and the New Subsidiaries as described above is
herein referred to as the "Manufacturing Asset Transfer". Immediately
prior to the Merger, the Partnership will form Plum Creek Southern Timber,
L.L.C. as a Restricted Subsidiary of the Partnership ("Southern Timber,
L.L.C."), into which the Partnership will contribute all of its timberlands
located in Louisiana and Arkansas in exchange for Southern Timber, L.L.C.
assuming (on a joint and several basis) a portion of the indebtedness of
the Partnership. The formation of Southern Timber, L.L.C., transfer of
Louisiana and Arkansas timberlands to Southern Timber, L.L.C. and
assumption of a portion of the current indebtedness of the Partnership and
future indebtedness of the Operating Partnership by Southern Timber, L.L.C.
are herein referred to as the "Southern Timber Transaction." Immediately
following the Merger, Marketing will become a subsidiary of the Company,
with 75 percent of the outstanding capital stock (which will be non-voting
preferred stock) owned by the Company and 25 percent of the outstanding
capital stock (which will be voting common stock) owned by Holding (the
"Marketing Stock Transfer"). In addition, it is proposed that Marketing
will be released as an obligor on the Notes and Marketing and the New
Subsidiaries will each assume and become obligated in respect of varying
percentages of the Debt represented by the Partnership's 11 1/8% Senior
Notes due June 8, 2007 and the Notes (the "Subsidiary Note Assumption").
Marketing will form a wholly-owned subsidiary (the "Land Subsidiary") which
will purchase from the Operating Partnership, on a seller financed basis,
certain real property (the "Better Use Property") of the Operating
Partnership that the Operating Partnership has determined has a higher
value as recreational, residential, grazing or agricultural property than
for timber production (the "HBU Transaction"). The foregoing transactions
(herein collectively called the "Conversion Transaction") are to be
effected (i) as provided in the Agreement and Plan of Conversion (the
"Conversion Agreement"), dated as of June 5, 1998, and amended on July 17,
1998, among the Partnership, the Corporation and Plum Creek Management
Company, L.P. (the sole general partner of the Partnership), (ii) as
described in the Proxy Statement/Prospectus dated December 9, 1998 (the
"Proxy Statement/Prospectus"), and (iii) as described above. After the
effectiveness of the Conversion Transaction, the Corporation will elect to
be treated as a real estate investment trust for Federal income tax
purposes.
In connection with the Conversion Transaction the Partnership, Marketing
and the Company are requesting certain amendments to, and consents and
waivers under and in respect of, the Mortgage Note Agreements and, subject
to the terms and provisions hereof, the undersigned Noteholders are
agreeable thereto. Accordingly, the Company, Marketing and the Partnership
agree with you as follows:
1. Amendments to Mortgage Note Agreements.
(a) Clause (iv) of paragraph 5A of the Mortgage Note Agreements is hereby
amended to read in its entirety as follows:
(iv) to the extent not delivered pursuant to clause (i), (ii) or
(iii), promptly upon transmission thereof, copies of all such financial
statements, proxy statements, notices and reports as the Company, the
Partnership or the Corporation sends to its public security holders and
copies of all registration statements (without exhibits) and all reports
which the Company, the Partnership 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;
(b) Paragraph 5A of the Mortgage Note Agreements is hereby further
amended by adding the following paragraph at the end thereof.
In preparing the financial statements, computations and reports
provided for herein the Facilities Operating Subsidiaries and their
Subsidiaries shall be considered as consolidated or combined subsidiary
entities of the Company and the Partnership (and not accounted for on the
equity method of accounting or as an investment) notwithstanding that the
Voting Stock thereof shall not be owned by the Company or the Partnership,
either directly or indirectly, and without regard to whether they would be
considered as such subsidiary entities under generally accepted accounting
principles.
(c) The references to the "Company" in paragraph 5E(2) and paragraph
5E(3) of the Mortgage Note Agreements shall be taken as references also to
each of the Company's Restricted Subsidiaries.
(d) The references to "Notes" in paragraph 6A of the Mortgage Note
Agreements shall be changed to read "Notes and Senior Notes (to the extent
the Senior Notes have been assumed by the Company and/or one or more of its
Restricted Subsidiaries),".
(e) Clause (z) of the proviso to paragraph 6B(1)(ix) is hereby amended to
read in its entirety as follows:
(z) the aggregate principal amount (without duplication) of the Debt
secured by any such Lien at no time exceeds 80% (or 95% in the case of the
Debt of Marketing described in paragraph 6B(2)(ii)) of the cost to the
Company and its Restricted Subsidiaries of the property subject to such
Lien,
(f) Paragraph 6B(1)(x) of the Mortgage Note Agreements is hereby amended
to read in its entirety as follows:
(x) 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 inventory of the Company and its Restricted
Subsidiaries and on the proceeds (as defined in the Uniform Commercial Code
in any applicable jurisdiction) thereof securing the obligations of the
Company and its Restricted Subsidiaries under the Revolving Credit Facility
(and any extension, renewal, refunding or refinancing thereof) permitted by
paragraph 6B(2)(iv), and
(g) Paragraph 6B(2)(i) of the Mortgage Note Agreements is hereby amended
to read in its entirety as follows:
(i) Debt of the Company and (to the extent provided in the
Subsidiary Assumption Agreements) the Facilities Operating Subsidiaries
represented by the Notes and (to the extent provided in the Subsidiary
Assumption Agreements) Debt of the Facilities Operating Subsidiaries
represented by the Senior Notes;
(h) Paragraph 6B(2)(ii) of the Mortgage Note Agreements is hereby amended
to read in its entirety as follows:
(ii) Funded Debt of the Company (not exceeding $20,000,000 aggregate
principal amount at any time outstanding) incurred to finance the making of
capital improvements, expansions and additions to the property, plant and
equipment of the Company and its Subsidiaries which are Restricted
Subsidiaries pursuant to the Facility, and Debt of the Land Subsidiary
owing to the Partnership (not exceeding $80,000,000 aggregate principal
amount at any time outstanding) incurred to finance the acquisition from
the Partnership of Better Use Property;
(i) Paragraph 6B(2)(iv) of the Mortgage Note Agreements is hereby amended
to read in its entirety as follows:
(iv) Debt incurred by the Company or any Restricted Subsidiary
pursuant to 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) which is unsecured or is secured by Liens
permitted by paragraph 6B(1)(x), not in excess of an aggregate principal
amount of $20,000,000 at any time outstanding, provided that neither the
Company nor any Restricted Subsidiary shall suffer to exist any Debt
permitted by this clause (iv) on any day after the date of the Merger
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 and its Restricted Subsidiaries shall have been free from all Debt
permitted by this clause (iv),
(j) Clause (vi) of paragraph 6B(2) of the Mortgage Note Agreements is
hereby amended in its entirety to read as follows:
(vi) Funded Debt of the Company or the Facilities Operating Subsidiaries
(other than Funded Debt of the Company owing to a Restricted Subsidiary) in
addition to that otherwise permitted by the foregoing clauses of this
paragraph 6B(2), including guarantees by the Company 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 or
the Facilities Operating Subsidiaries become liable with respect to any
such Funded Debt and immediately after giving effect thereto and to the
concurrent retirement of any other Funded Debt, (a) the ratio of Company's
Pro Forma Free Cash Flow to Company's Maximum Pro Forma Annual Interest
Charges is not less than 2.0 to 1.0, and (b) the ratio of (x) the sum of
(A) Partnership Pro Forma Free Cash Flow minus Partnership Maximum Pro
Forma Annual Interest Charges during the period of four consecutive fiscal
quarters for which Company's Maximum Pro Forma Annual Interest Charges is
calculated under (y) below plus (B) Company's Pro Forma Free Cash Flow, to
(y) Company's Maximum Pro Forma Annual Interest Charges is not less than
2.5 to 1.0, and provided, further, that any Funded Debt so incurred by the
Facilities Operating Subsidiaries shall be incurred on a several (and not
joint) basis (and whether or not the Company is liable in respect thereof)
so that each Facilities Operating Subsidiary shall be liable, directly or
indirectly, only in respect of the same (or lesser) percentage of such
Funded Debt as it is on the Notes as provided in the Subsidiary Assumption
Agreements,
(k) Paragraph 6B(5) of the Mortgage Note Agreements is hereby amended by
adding a new clause (vii) at the end thereof to read as follows:
(vii) Marketing may sell Better Use Properties (as defined in
paragraph 6B(2)(ii))for not less than the fair value thereof as determined
in good faith by the Responsible Representatives;
(l) The first part of paragraph 7J of the Mortgage Note Agreements
through the definition of "Incorporated Provisions" is hereby amended to
read as follows:
7J. Incorporated Covenants. The provisions of paragraphs 5 and 6
of the Senior Note Agreements as in effect on the date of the Merger and
the definitions set forth or specified by reference in the Senior Note
Agreements as in effect on the date of the Merger of terms used in such
paragraphs 5 and 6 or in such definitions (herein, collectively, the
"Incorporated Provisions"),
(m) The last sentence of paragraph 7J of the Mortgage Note Agreements is
hereby amended in its entirety to read as follows:
The Incorporated Provisions shall not be affected by any amendment,
modification, waiver or termination of the Senior Note Agreements after the
date of the Merger (or the payment of the Senior Notes), and may be
amended, modified, waived or terminated only pursuant to paragraph 12C of
this Agreement.
(n) The proviso following clause (b)(vii) of the definition of Available
Cash in paragraph 11B of the Mortgage Note Agreement is hereby deleted,
clause (ii) of the definition of Capital Transaction is hereby amended to
read "(ii) sales of equity interests by the Corporation, the proceeds of
which are contributed to the Partnership," and the following definitions
set forth in paragraph 11B of the Mortgage Note Agreements are hereby
amended in their entirety to read as follows:
"Facility" shall mean any facility pursuant to which the Company and
its Restricted Subsidiaries may incur Debt for purposes of making capital
improvements or additions to, or expansions of, property, plant and
equipment of the Company and its Restricted Subsidiaries.
"Mortgage Documents" shall mean the mortgages and trust deeds
providing real property security for the Notes executed and delivered as
provided in paragraph 3H of the 1999 Amendment Agreement.
"Partnership Agreement" shall mean the Agreement of Limited
Partnership of the Partnership as in effect at the time of and after giving
effect to the Merger, and as the same may, from time to time, be amended,
modified or supplemented in accordance with the terms thereof.
"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 or any shares of
Voting Stock of a Facilities Operating Subsidiary held by a member of the
Management Voting Group, now or hereafter outstanding, except a dividend
payable solely in shares of stock of or ownership interests in the Company,
and (b) any redemption, retirement, purchase or other acquisition, direct
or indirect, of any shares of any class of stock of or other ownership
interests in the Company or any shares of Voting Stock of a Facilities
Operating Subsidiary not owned by the Company (directly or indirectly), 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.
"Revolving Credit Facility" shall mean any facility pursuant to which
the Company or any Restricted Subsidiary 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.
"Security Agreements" means the security agreements providing
collateral security for the Notes executed and delivered as provided in the
1999 Amendment Agreement.
"Security Documents" means the Mortgage Documents and the Security
Agreements.
"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, June 15, 1995, May 31, 1996, April 15, 1997 and
January 15, 1999, providing for the issuance and sale of the 11-1/8% Senior
Notes of the Partnership to the purchasers listed in the schedule of
purchasers attached thereto.
"Trustee" means The Bank of New York, as trustee under the Trust
Agreement, or any successor as trustee thereunder.
"Wholly-Owned Subsidiary" shall mean (i) Holding and (ii) any other
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 all the outstanding stock and ownership interests of
which are owned by the Company either directly or through Wholly-Owned
Subsidiaries provided that (x) in the case of Holding, (1) it shall engage
in no business except the ownership of its Subsidiaries, (2) all the
outstanding stock and ownership interests thereof (other than Voting Stock)
shall be owned by the Company either directly or indirectly through a
Subsidiary which is not also a Subsidiary of Holding (a "Direct
Subsidiary"), (3) at least 51% of the Voting Stock thereof (to the extent
it is not so owned by the Company or any such Direct Subsidiary) shall be
owned by the Management Voting Group, (4) the Voting Stock of Holding shall
not account for more than 4% of the equity ownership of Holding (nor,
through such ownership, shall it account for more than 1% of the indirect
equity ownership of any Subsidiary of Holding) and (5) no more than 35% of
the Voting Stock of Holding shall be owned by any one individual and (y) in
the case of any Subsidiary other than Holding, all the Voting Stock thereof
(to the extent it is not directly owned by the Company or a Direct
Subsidiary) shall be owned by Holding.
(o) The following new defined terms are hereby added to paragraph 11B of
the Mortgage Note Agreements in proper alphabetical order:
"Assumption Agreements" means those certain Assumption Agreements
executed as contemplated by (and in substantially the respective forms
designated as Exhibits A, B, C and D to) the Amendment to Mortgage Note
Agreements dated as of January 15, 1999, together with all Future Southern
Timber Assumption Agreements.
"Better Use Property" means the certain real property of the
Partnership that the Partnership has determined has a higher value as
recreational, residential, grazing or agricultural property than for timber
production and that will be sold to the Land Subsidiary soon before or
following the Merger.
"Corporation" shall mean Plum Creek Timber Company, Inc., a Delaware
corporation, and its successors.
"Facilities Operating Subsidiaries" shall mean Marketing, Holding and
the New Subsidiaries and "Facilities Operating Subsidiary" shall mean any
one of them.
"Future Southern Timber Assumption Agreements" means assumption
agreements that are contemplated by paragraph 2, clause (b)(ii) of the
Southern Timber Assumption Agreement.
"Holding" shall mean Plum Creek Manufacturing Holding Company, Inc. a
Delaware corporation.
"Land Subsidiary" means a wholly-owned subsidiary of Marketing formed
to purchase the Better Use Property.
"Management Voting Group" shall mean, at any time, a group consisting
of five or more individuals who are then current officers of the
Partnership who legally and beneficially own in the aggregate not less than
51% of the outstanding Voting Stock of Holding.
"Merger" shall mean the merger of Plum Creek Timber Company, L.P.
with and into Plum Creek Acquisition Partners, L.P. as provided in the
Agreement and Plan of Conversion, dated as of June 5, 1998, amended on July
17, 1998, among Plum Creek Timber Company, Inc., Plum Creek Management
Company, L.P. and Plum Creek Timber Company ,L.P.
"New Subsidiaries" shall mean Plum Creek Northwest Lumber, Inc., a
Delaware corporation, Plum Creek Northwest Plywood, Inc., a Delaware
corporation, Plum Creek MDF, Inc., a Delaware corporation, and Plum Creek
Southeast Lumber, Inc., a Delaware corporation, and "New Subsidiary" shall
mean any one of them.
"1999 Amendment Agreement" shall mean the letter agreement, dated as
of January 15, 1999, amending this Agreement.
"Southern Timber Assumption Agreement" means that certain Assumption
Agreement executed as contemplated by (and in substantially the form of
Exhibit D to) the Amendment to Mortgage Note Agreements dated as of
January 15, 1999.
"Subsidiary Assumption Agreements" shall mean the Subsidiary
Assumption Agreements, dated the date of the Merger, pursuant to which the
Company and the Facilities Operating Subsidiaries each assumed a portion of
the Debt represented by the Senior Notes and the Facilities Operating
Subsidiaries each assumed a portion of the Debt represented by the Notes.
(p) Clauses (xvi) and (xvii) of paragraph 8A of the Mortgage Note
Agreements are hereby deleted and Clause (xiv) of paragraph 8A of the
Mortgage Note Agreements is hereby amended in its entirety to read as
follows:
(xiv) this Agreement, any Assumption Agreement or any of the Security
Documents 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 non-appealable or has not been stayed
pending appeal or as to which all rights of appeal have expired or been
exhausted) of any court or other governmental or regulatory authority
having jurisdiction in respect thereof, or the validity or enforceability
of this Agreement, any Assumption Agreement or any of the Security
Documents shall be contested by or on behalf of the Company or the
Partnership or any Subsidiary, or the Company or the Partnership or any
Subsidiary shall renounce this Agreement, any Assumption Agreement or any
of the Security Documents, or deny that it is bound by any term hereof or
thereof or has any further liability hereunder or thereunder; or the
Company, the Partnership or any Subsidiary fails to perform or observe any
other agreement, term or condition contained in any Assumption Agreement or
any of the Security Documents to the extent each is a party thereto and
such failure shall not be remedied within 30 days after written notice
thereof shall have been received from any holder of any Note;
2. Consent and Waiver.
The undersigned Noteholders hereby consent to the consummation of the
Manufacturing Asset Transfer, the Management Stock Purchase, the Marketing
Stock Transfer, the Facilities Subsidiary Reorganization, the HBU
Transaction, the Southern Timber Transaction (provided the assumption of
indebtedness portion of the Southern Timber Transaction is effected in the
manner specified in paragraph 3D hereof) and the Subsidiary Note Assumption
(provided the same is effected in the manner specified in paragraph 3D
hereof) and the formation of Holding and the New Subsidiaries and hereby
waive compliance by the Company with the provisions of (i) paragraphs 6B(3)
(Loans, Advances, Investments and Contingent Liabilities), 6B(4) (Sale of
Stock and Debt of Subsidiaries), 6B(5) (Merger and Sale of Assets), 6B(8)
(Transactions with Affiliates) and 6D (Issuance of Stock by Subsidiaries)
of the Mortgage Note Agreements and (ii) the same referenced paragraphs in
the Incorporated Provisions incorporated into the Mortgage Note Agreements
by the provisions of paragraph 7J (Incorporated Covenants) thereof, in each
case solely for purposes of effectuating (and only to the extent necessary
to effectuate) such transactions in the context of consummating the entire
Conversion Transaction as described in and as contemplated by the
Conversion Agreement and the Proxy Statement/Prospectus. The undersigned
Noteholders hereby consent to the release of Marketing as an obligor on the
Notes and upon the effectiveness of such release (as specified in paragraph
3 hereof) Marketing shall no longer be a party to the Mortgage Note
Agreements. The effectiveness of this Agreement shall not, except as
expressly provided herein, operate as a waiver of any right, power or
remedy of any of the holders of the Notes under this Agreement or the
Mortgage Note Agreements, nor constitute a waiver of any other provision of
this Agreement or the Mortgage Note Agreements.
3. Conditions to Effectiveness.
The amendments, consents and waivers set forth in paragraphs 1 and 2 hereof
shall become effective at the "Effective Time" (as defined in the
Conversion Agreement), subject to the fulfillment to your satisfaction (or
your waiver) of the following conditions:
A. Opinion of Company's Counsel. You shall have received
favorable opinions from (i) ▇▇▇▇▇ ▇. ▇▇▇▇▇, General Counsel of the Company
and the Partnership, covering such matters incident to the transactions
described herein as you may reasonably request, (ii) Skadden, Arps, Slate,
▇▇▇▇▇▇▇ & ▇▇▇▇, special tax counsel to the Partnership and the Corporation
in connection with the Conversion Transaction, substantially in the form
referenced in Annex I attached to the Proxy Statement/Prospectus, and (iii)
from such other counsel as you and your special counsel may request with
respect to matters relating to the Security Documents. Such opinions shall
be addressed to you, shall be dated the date of the Effective Time, and
shall be otherwise satisfactory in substance and form to you and to your
special counsel.
B. Opinion of Noteholders' Counsel. You shall have received a
favorable opinion from ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇▇, special counsel for the
Noteholders, and covering such other matters incident to the transactions
described herein as you may reasonably request, addressed to you, dated the
date of the Effective Time and otherwise satisfactory in substance and form
to you.
C. Merger. The Merger shall have become effective in the manner
provided for in the Conversion Agreement prior to July 31, 1999 and the
Operating Partnership shall have executed and delivered an Assumption
Agreement in substantially the form of Exhibit A hereto (the "Assumption
Agreement") in conformity with the provisions of clause (iv) of paragraph
6B(5) of the Senior Note Agreements (together with an Officers' Certificate
specifying compliance with the matters referred to in said clause (iv)) as
incorporated into the Mortgage Note Agreements by the provisions of
paragraph 7J thereof. No provision of the Conversion Agreement shall have
been amended, nor compliance with any provision thereof, or satisfaction of
any condition to the Conversion Transaction set forth therein, shall have
been waived without your consent.
D. Assumption of Certain Notes. Marketing and each New Subsidiary
shall have executed and delivered Subsidiary Assumption Agreements
substantially in the respective forms of Exhibits B and C hereto (the
"Subsidiary Assumption Agreements") thereby becoming an obligor in respect
of a portion of the Notes and the 11-1/8% Senior Notes due June 8, 2007 of
the Partnership (all as more particularly described in Exhibits B and C).
Southern Timber, L.L.C. shall have executed and delivered the Southern
Timber Assumption Agreement substantially in the form of Exhibit D hereto
thereby becoming an obligor in respect of a portion of the indebtedness of
the Operating Partnership (all as more particularly described in Exhibit
D).
E. Senior Notes. The Senior Note Agreements shall have been
amended by an amendment agreement in substantially the form of agreement
heretofore delivered to you by the Partnership and all amendments, waivers
and consents provided for therein shall have become effective.
F. Rating of Notes. The Notes shall have received an investment
grade rating from one of the four "nationally recognized statistical rating
organizations" and you shall have received evidence that such rating
remains in effect at the Effective Time.
G. Amendment Fee. The Company shall have paid to each Noteholder
an amendment fee in an amount equal to 0.02% of the principal amount of
Notes held by such Noteholder as specified on Schedule I hereto. Such fee
shall be payable within ten days of the date that the Company receives
executed counterparts of this Agreement from the Required Holders, whether
or not the Conversion Transaction is consummated.
H. Property Transfers; Security Documents. The Company shall have
transferred substantially all of its assets to the Facilities Operating
Subsidiaries pursuant to documentation (collectively, the "Transfer
Documents") and in such proportions as shall be satisfactory to you and
your special counsel (the "Transferred Assets"), and the Company and the
Facilities Operating Subsidiaries shall have executed and delivered the
mortgages, trust deeds, trust agreements and such other security agreements
and instruments (the respective forms of which shall be substantially in
the forms of the security documents currently securing the Notes, with such
changes mutatis mutandis, as necessary to reflect the properties and
mortgagor or debtor involved), together with such other and further
documents as you or your special counsel may have requested in order to
perfect Liens on that portion of the Transferred Assets which currently
constitutes the collateral securing the Notes (such property being herein
called the "Mortgaged Properties" and such mortgages, deeds, agreements and
instruments being herein collectively called the "Security Documents").
I. Recordation; Taxes, etc. The Transfer Documents and the
Security Documents, or proper notices, statements or other instruments in
respect thereof, shall have been duly recorded, published, registered and
filed, and all other actions deemed necessary by your special counsel shall
have been duly performed or taken, in such manner and in such places as is
required by law to establish, perfect, preserve and protect the rights and
first priority security interest of the parties thereto and their
respective successors and assigns in the Mortgaged Properties, subject to
Liens permitted by paragraph 6B(1) of the Mortgage Note Agreements, and all
taxes, fees and other charges then due in connection with the execution,
delivery, recording, publishing, registration and filing of such documents
or instruments in such counties and the assumption of the Notes under the
Subsidiary Assumption Agreements shall have been paid in full. You hereby
instruct The Bank of New York (successor trustee under that certain Trust
Agreement dated June 1989) to execute and deliver to your special counsel
all documents necessary to release all existing mortgages and financing
statements which shall recorded or filed (as the case may be) based upon
instructions of your special counsel.
J. Property Insurance. Insurance complying with the provisions of
the Security Documents shall be in full force and effect and you and the
Trustee shall have received a certificate from ▇▇▇▇▇ & McLennan,
Incorporated, Alexander & Alexander, Inc. or other independent insurance
brokers or consultants as shall be reasonably satisfactory to you, dated
the date of the Effective Time, which certificate shall satisfy the
requirements set forth in each such Security Document. The Company shall
have delivered to you an Officers' Certificate, dated the date of the
Effective Time, certifying that insurance complying with such provisions is
in full force and effect.
K. Title Insurance. The Trustee shall have received a mortgagee's
policy of title insurance, including mechanic's lien coverage, issued by a
title insurance company or companies authorized to issue title insurance in
the States of Montana and Arkansas and satisfactory in form and substance
to you with provisions for coinsurance or reinsurance satisfactory to you,
with respect to the Mortgaged Properties, dated the date of the Effective
Time and satisfactory in substance and form to you and your special
counsel, insuring the interest of the Trustee under the Security Documents,
subject only to Permitted Encumbrances (as defined in the Security
Documents), such policies to be in amounts of not less than 110% of the
book value of the particular Mortgaged Property being insured.
L. Representations and Warranties; No Default. The
representations and warranties contained in paragraph 4 hereof shall be
true in all material respects on and as of the date of the Effective Time;
there shall exist on the date of the Effective Time no Event of Default or
Default; and the Company shall have delivered to you an Officers'
Certificate, dated the date of the Effective Time, to both such effects.
M. 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 you, and
you shall have received all such counterpart originals or certified or
other copies of such documents as you may reasonably request.
N. Noteholders Consent. The Company shall have received executed
counterparts of this Agreement from the Required Holders.
4. Representations and Warranties.
The Company and the Partnership (the term "Partnership" as used herein
including both Plum Creek Timber Company, L.P. and the Operating
Partnership as its successor in the Merger) each represents and warrants as
follows:
A. 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 now
conducted and as proposed to be conducted and to enter into and perform its
obligations under this Agreement, the Transfer Documents, the Mortgage Note
Agreements, the Notes and the Subsidiary Assumption Agreement and Security
Documents to which it is to be a party. The Partnership 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 now conducted and as proposed to be conducted and
to enter into and perform its obligations under this Agreement, the
Conversion Agreement and (after giving effect to the Merger) the Assumption
Agreement, the Mortgage Note Agreements, and the Notes. As of the
Effective Time each Facilities Operating Subsidiary will be a duly
organized and validly existing corporation and in good standing under the
laws of its jurisdiction of incorporation with all requisite corporate
power and authority to own and operate its properties, to conduct its
business as proposed to be conducted and to enter into and perform its
obligations under this Agreement (in the case of Marketing), the Transfer
Documents, and the Subsidiary Assumption Agreement and Security Documents
to which it is to be a party.
B. Qualification. Each of the Company and its Subsidiaries is
duly qualified or registered for transaction of business and in good
standing as a foreign limited partnership 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 Company and its
Subsidiaries taken as a whole, or on the ability of the Company and
Marketing to perform their respective obligations under this Agreement, or
on the ability of the Company to perform its obligations under the Transfer
Documents, the Mortgage Note Agreements or the Notes, or in the ability of
the parties to the Subsidiary Assumption Agreements and the Security
Documents to perform their respective obligations thereunder. Each of the
Partnership and its Subsidiaries is duly qualified or registered for
transaction of business and in good standing as a foreign limited
partnership 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 Partnership and its Subsidiaries taken as a whole, or on
the ability of the Partnership to perform its obligations under this
Agreement or the Conversion Agreement, or (after giving effect to the
Merger) the Assumption Agreement, the Southern Timber Assumption Agreement,
the Senior Note Agreements or the Notes, or in the ability of the parties
to the Subsidiary Assumption Agreements and the Security Documents to
perform their respective obligations thereunder.
C. Financial Statements. The Partnership has delivered to you a
complete and correct copy of the Proxy Statement/Prospectus (which for the
purposes of this paragraph 4 shall include only those documents
incorporated by reference as of the date hereof). The unaudited pro forma
condensed consolidated financial statements of the Corporation contained in
the Proxy Statement/Prospectus (the "Pro Forma Statements") comply as to
form in all material respects with the applicable accounting requirements
of the Securities Act of 1933, as amended, and the Securities Exchange Act
of 1934, as amended, 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 at the Effective Time will be entirely a holding company
owning the Operating Partnership, with no substantial assets or liabilities
apart from the Operating Partnership, the Pro Forma Statements
substantially reflect the pro forma position of the Operating Partnership
and its Subsidiaries after giving effect to the Merger.
D. Subsidiaries. As of the Effective Time each of the Partnership
and the Company will own, directly or indirectly, all of the issued and
outstanding equity interests of all of its Subsidiaries except, in the case
of Holding and its Subsidiaries, the Voting Stock of Holding owned by the
Management Voting Group, which interests will have been duly authorized and
validly issued, fully paid and non-assessable and be owned free and clear
of any Liens (except for Liens on the shares of Voting Stock of Holding
owned by the Management Voting Group in favor of the Partnership as
security for the unpaid subscription price for such shares of Voting
Stock). As of the Effective Time there will be outstanding no warrants or
options to acquire, or instruments convertible into or exchangeable for,
any equity interest in any such Subsidiary.
E. Changes, etc. Since the date of the Proxy Statement/Prospectus
(a) the Partnership and its Subsidiaries have not incurred any material
liabilities or obligations, direct or contingent, or entered into any
material transactions not in the ordinary course of business except for
those transactions described in the Proxy Statement/Prospectus as
constituting a part of the Conversion Transaction, and (b) there has not
been (i) any material adverse change in the business, property or assets,
condition (financial or other), operations or prospects of the Partnership
and its Subsidiaries taken as a whole or of the Company and its
Subsidiaries taken as a whole, or (ii) any Restricted Payment of any kind
declared, paid or made by the Partnership or the Company (the term
Restricted Payment being as defined in the Senior Note Agreements and the
Mortgage Note Agreements, respectively) other than regular quarterly
declarations and payments of distributions to unit holders of the
Partnership in accordance with paragraph 6A of the Senior Note Agreements.
F. Actions Pending. There is no action, suit, investigation or
proceeding pending or, to the knowledge of the Partnership or the Company,
threatened against the Partnership or any of its Subsidiaries, or any
properties or rights of the Partnership or any of its Subsidiaries, by or
before any court, arbitrator or administrative or governmental body which
questions the validity of this Agreement, the Mortgage Note Agreements, the
Notes, the Conversion Agreement, the Transfer Documents, the Assumption
Agreement, the Subsidiary Assumption Agreements, the Southern Timber
Assumption Agreement or the Security Documents or any action taken or to be
taken pursuant to any thereof, which would be reasonably likely to result
in any material adverse change in the business, properties or assets,
condition (financial or other), operations or prospects of the Partnership
and its Subsidiaries taken as a whole or of the Company and its
Subsidiaries taken as a whole, or in the ability of the Partnership and the
Company to perform their respective obligations under this Agreement, the
Conversion Agreement, the Assumption Agreement, the Transfer Documents, the
Mortgage Note Agreements or the Notes, or in the ability of the parties to
the Subsidiary Assumption Agreements, the Security Documents or the
Southern Timber Assumption Agreement to perform their respective
obligations thereunder.
G. Compliance with other Instruments, etc. Neither the
Partnership nor any Subsidiary of the Partnership is in violation of any
provision of its partnership agreement or corporate charter, as applicable,
or of any term of any agreement or instrument to which it is a party or by
which it or 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 on its business,
properties or assets, condition( financial or other), operations or
prospects of the Partnership and its Subsidiaries taken as a whole or of
the Company and its Subsidiaries taken as a whole or on the ability of the
Partnership and the Company to perform their respective obligations under
this Agreement, the Conversion Agreement, the Assumption Agreement, the
Transfer Documents, the Mortgage Note Agreements or the Notes, or on the
ability of the parties to the Subsidiary Assumption Agreements, the
Security Documents or the Southern Timber Assumption Agreement to perform
their respective obligations thereunder. The execution, delivery and
performance by the Partnership, Marketing and the Company of this
Agreement, by the Company of the Transfer Documents and by the Partnership
of the Assumption Agreement, and the execution of the Subsidiary Assumption
Agreements, the Security Documents and the Southern Timber Assumption
Agreement by the parties thereto, will not in any case 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
Partnership or the Company or any such party to create) any Lien upon any
of the properties or assets of the Partnership or any of its Subsidiaries,
pursuant to any such term.
H. Governmental Consent. No consent, approval or authorization
of, or (except for the actions specified with respect to the Security
Documents in paragraphs 3H and 3I above) declaration or filing with, any
governmental authority is required for the valid execution, delivery and
performance by the Partnership, Marketing or the Company of this Agreement,
by the Company of the Transfer Documents, by the Partnership of the
Assumption Agreement, or by any party thereto of the Subsidiary Assumption
Agreements, the Security Documents or the Southern Timber Assumption
Agreement or for the performance by the Partnership and the Company of the
Mortgage Note Agreements or the Notes.
I. Franchises, Licenses, Agreements, etc. At the Effective Time
the Partnership and its Subsidiaries will each be 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 respective properties
and to permit the conduct of its business, except for those franchises,
grants, authorizations, approvals, licenses, permits, easements, consents,
certificates and orders (collectively, "Permitted Exceptions") (i) which
are routine in nature and are expected to be obtained or given in the
ordinary course of business after the date of the Effective Time, (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 the Effective
Time, or (iii) the failure of which to be obtained or given would not
individually or in the aggregate materially and adversely affect the
business, property or assets, condition (financial or other), operations or
prospects of the Partnership and its Subsidiaries taken as a whole or the
Company and its Subsidiaries taken as a whole, or impair the ability of the
Partnership, Marketing and the Company to perform their respective
obligations under this Agreement, the Conversion Agreement, the Assumption
Agreement, the Transfer Documents, the Mortgage Note Agreements or the
Notes, or in the ability of the parties to the Subsidiary Assumption
Agreements, the Security Documents and the Southern Timber Assumption
Agreement to perform their respective obligations thereunder.
J. Title to Properties. At the Effective Time the Partnership and
its Subsidiaries will have good title to their real properties (other than
properties which are leased) 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) of the Mortgage Note Agreements and paragraph
6B(1) of the Senior Note Agreements as incorporated by the provisions of
paragraph 7J of the Mortgage Note Agreements. All leases necessary in any
material respect for the conduct of the businesses of the Partnership and
its Subsidiaries, are valid and subsisting and are in full force and
effect.
K. Environmental Matters.
(a) At the Effective Time the Partnership and its Subsidiaries will
have all environmental permits or licenses necessary for the conduct of its
business as to be conducted as of the Effective Time 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 Partnership or such Subsidiary
has or will have timely and properly applied for renewal or receipt of the
same. The Partnership and its Subsidiaries are currently operating in
material compliance with the limits set forth in such environmental permits
or licenses and any noncompliance with such permits or licenses will not
result in any material liability or penalty to the Partnership or any of
its Subsidiaries and neither the Company nor the Partnership has any
knowledge of any threatened or pending proceeding for the revocation, loss
or termination of any such environmental permits or licenses.
(b) All facilities located on the real property owned by the
Partnership and its Subsidiaries at the Effective Time after giving effect
to the Conversion Transaction which are subject to regulation by the
Federal Resource Conservation and Recovery Act, as in effect on the date
hereof, are and have been operated by the Partnership and its Subsidiaries
in material compliance with such Act and to the knowledge of the
Partnership and the Company, as the case may be, neither the Partnership
nor the Company has received or, to the knowledge of the Partnership or the
Company, been threatened with, a notice of violation regarding such
facilities which reasonably can be expected to have a material adverse
effect on the business, properties or assets, condition (financial or
other), operations or prospects of the Partnership and its Subsidiaries
taken as a whole or of the Company and its Subsidiaries taken as a whole.
(c) With respect to the real property to be owned by the
Partnership and its Subsidiaries as of the Effective Time, there has not
occurred to the best knowledge of the Partnership and the Company (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,
properties or assets, condition (financial or other), operations or
prospects of the Partnership and its Subsidiaries taken as a whole or of
the Company and its Subsidiaries taken as a whole. As used in this
paragraph, the terms "Release", "Hazardous Substance", and "Reportable
Quantity" shall have the meanings assigned such terms under the
Comprehensive Environmental Response Compensation and Liability Act, as
amended (CERCLA).
L. Status under Certain Statutes. Neither the Partnership nor any
of its Subsidiaries is subject to regulation under the Investment Company
Act of 1940, the Public Utility Holding Company Act of 1935, the
Transportation Acts or the Federal Power Act, in each case as amended.
M. Year 2000. With respect to the Partnership and its Subsidiaries
(after giving effect to the Conversion Transaction), (a) a review and
assessment has been initiated of all areas within the Partnership's and its
Subsidiaries' business and operations (including those affected by
suppliers, vendors and customers) that could be adversely affected by the
"Year 2000 Problem" (that is, the risk that computer applications used by
the Partnership or any of its Subsidiaries (or suppliers, vendors and
customers) may be unable to recognize and properly perform date-sensitive
functions involving certain dates prior to and any date after December 31,
1999), (b) a plan and timetable has been developed for addressing the Year
2000 Problem on a timely basis, and (c) to date, that plan has been
implemented in accordance with that timetable. Any reprogramming required
to avoid a Year 2000 Problem will be completed by June 30, 1999, except
where failure to do so, individually or in the aggregate, could not
reasonably be expected to result in a material adverse effect on the
business, properties or assets, condition (financial or other), operations
or prospects of the Partnership and its Subsidiaries taken as a whole or of
the Company and its Subsidiaries taken as a whole. The cost to the
Partnership and its Subsidiaries of such reprogramming and testing and of
the reasonably foreseeable consequences of the Year 2000 Problem to the
Partnership and its Subsidiaries (including reprogramming errors and the
failure of others' systems or equipment) will not result in a Default or a
material adverse effect on the business, properties or assets, condition
(financial or other), operations or prospects of the Partnership and its
Subsidiaries taken as a whole or of the Company and its Subsidiaries taken
as a whole. Except for such reprogramming referred to in the preceding
sentence as may be necessary, the computer and management information
systems of the Partnership and its Subsidiaries are and, with ordinary
course upgrading and maintenance, will continue through the final maturity
date of the Notes to be sufficient to permit the Partnership and its
Subsidiaries to conduct their respective businesses without a reasonable
likelihood of resulting in a material adverse effect on the business,
property or assets, condition (financial or other) or results of operations
or prospects of the Partnership and its Subsidiaries taken as a whole or of
the Company and its Subsidiaries taken as a whole.
N. Disclosure. The Proxy Statement/Prospectus fairly describes,
in all material respects, the general nature of the business and principal
properties of the Partnership and its Subsidiaries and the Company and its
Subsidiaries after giving effect to the Conversion Transaction. Neither
this Agreement, the Proxy Statement/Prospectus nor any other document,
certificate or statement furnished to you by or on behalf of the
Partnership or the Company in connection herewith contains any untrue
statement of a material fact or omits to state a material fact necessary in
order to make the statements contained herein and therein not misleading.
There is no fact peculiar to the Partnership or the Company which
materially adversely affects or in the future may (so far as the
Partnership or the Company can now reasonably foresee) materially adversely
affect the businesses, property or assets, condition (financial or other)
or results of operations or prospects of the Partnership and its
Subsidiaries and of the Company and its Subsidiaries and which has not been
set forth in this Agreement, or in the Proxy Statement/Prospectus.
5. Expenses; Indemnification.
The Partnership and the Company shall, whether or not the transactions
contemplated hereby are consummated, jointly and severally save each holder
of Notes harmless for all out-of-pocket expenses arising in connection with
the execution and delivery or performance of this Agreement, the Assumption
Agreement, the Subsidiary Assumption Agreements, the Southern Timber
Assumption Agreement, the Transfer Documents and the Security Documents,
including the reasonable fees and expenses of special counsel for the
Noteholders. The Partnership and the Company shall also jointly and
severally indemnify and save each holder of Notes harmless from and against
all liabilities, obligations, losses, damages, penalties, actions,
judgments, suits, costs, expenses or disbursements of any kind whatsoever
(including, without limitation, any taxes, and any additional taxes imposed
on any amounts payable pursuant to this Paragraph 5) which may at any time
be imposed on, incurred by or asserted against any holder of Notes in any
way arising out of, relating to or resulting from this Agreement or the
transactions contemplated hereby. The obligations of the Partnership under
this paragraph 5 shall survive the transfer of any Note or portion thereof
or interest therein by a holder of Notes or any transferee and the payment
of any Note.
6. Affirmation of Guarantee.
The Partnership hereby agrees that its Guarantee in respect of the Notes,
as set forth in paragraph 7 of the Mortgage Note Agreements, as amended
hereby, shall continue in full force and effect after the effectiveness of
this Agreement.
7. Miscellaneous.
A. Continuity and Integration of Agreements. The Mortgage Note
Agreements, as supplemented and amended by this Agreement, shall remain in
full force and effect and are hereby ratified and confirmed, and the
Mortgage Note Agreements and this Agreement shall be deemed to be and
construed as a single agreement. Without limitation of the foregoing, or
any provision of the Mortgage Note Agreements, all representations and
warranties made herein or in any certificate or document delivered in
connection herewith shall for all purposes be deemed made by the Company
and/or the Partnership, as applicable, in, and delivered by the Company
and/or the Partnership, as applicable, pursuant to and in connection with,
the Mortgage Note Agreements. For the purposes of paragraph 12B
(Expenses), paragraph 12C (Amendments), and paragraph 12D (Solicitation of
Holders of the Notes) of the Mortgage Note Agreements, all references
therein to "this Agreement" shall also be deemed to be and to include a
reference to the Subsidiary Assumption Agreements.
B. Survival of Representations and Warranties. All representations and
warranties contained herein shall survive the execution and delivery of
this Agreement, and the transfer of any Note by a holder thereof. Such
representations and warranties may be relied upon by any transferee of a
Note from a holder thereof.
C. Successors and Assigns. All covenants and 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 whether so expressed or not.
D. 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.
E. Counterparts. This Agreement may be executed in any number of
counterparts and by different parties hereto in separate counterparts, each
of which when so executed and delivered shall be deemed to be an original
and all of which taken together shall constitute but one and the same
instrument.
F. Operating Partnership a Party. The Operating Partnership is a party
to this Agreement for purposes of making the representations and warranties
in paragraph 4 hereof and to acknowledge its obligations under paragraph 5
hereof after the Merger.
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.
If you are in agreement with the foregoing, please sign the form of
acceptance on the enclosed counterpart of this letter and return the same
to the Company whereupon this letter shall become a binding agreement
between us.
Very truly yours,
PLUM CREEK MANUFACTURING, L.P.
By: Plum Creek Management Company, L.P.,
its General Partner
By: Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President and
Chief Financial Officer
PLUM CREEK MARKETING, INC.
By:
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President and
Chief Financial Officer
PLUM CREEK TIMBER COMPANY, L.P.
By: Plum Creek Management Company, L.P.,
its General Partner
By:
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President and
Chief Financial Officer
PLUM CREEK ACQUISITION PARTNERS, L.P.
By: Plum Creek Timber I, L.L.C.,
its General Partner
By: Plum Creek Timber Company, Inc.,
its Managing Member
By:
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President and
Chief Financial Officer
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:
AMERUS LIFE HOLDINGS, INC.
(formerly Central Life Assurance Company)
By
Name:
Title:
CUNA MUTUAL LIFE INSURANCE COMPANY
By: CIMCO, INC.
By
Name:
Title:
▇▇▇▇ ▇▇▇▇▇▇▇ MUTUAL LIFE INSURANCE COMPANY
By
Name:
Title:
▇▇▇▇ ▇▇▇▇▇▇▇ VARIABLE LIFE INSURANCE COMPANY
By
Name:
Title:
MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY
By
Name:
Title:
MELLON BANK, N.A., solely in its capacity as Trustee for the AT&T MASTER
PENSION TRUST, as directed by ▇▇▇▇ ▇▇▇▇▇▇▇ MUTUAL LIFE INSURANCE COMPANY,
and not in its individual capacity
By
Name:
Title:
MELLON BANK, N.A., solely in its capacity as Trustee for the NYNEX MASTER
PENSION TRUST, as directed by ▇▇▇▇ ▇▇▇▇▇▇▇ MUTUAL LIFE INSURANCE COMPANY,
and not in its individual capacity
By
Name:
Title:
MODERN WOODMEN OF AMERICA
By
Name:
Title:
THE PRUDENTIAL INSURANCE COMPANY OF AMERICA
By
Name:
Title:
TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA
By
Name:
Title:
SCHEDULE I
11 1/8% First Mortgage Notes due 2007
(Issued 5/31/89)
Name of Noteholder Principal Amount
------------------ of Notes
----------------
Allstate Life Insurance Company $ 7,000,000
Allstate Life Insurance Company of New York 1,400,000
AmerUs Life Holdings, Inc. 2,100,000
CUNA Mutual Life Insurance Company 2,100,000
▇▇▇▇ ▇▇▇▇▇▇▇ Mutual Life Insurance Company 24,850,000
▇▇▇▇ ▇▇▇▇▇▇▇ Variable Life Insurance Company 1,050,000
Massachusetts Mutual Life Insurance Company 7,000,000
Mellon Bank, N.A., as Trustee for AT&T Master
Pension Trust 700,000
Mellon Bank, N.A., as Trustee for NYNEX Master
Pension Trust 2,100,000
Modern Woodmen of America 1,750,000
The Prudential Insurance Company of America 53,200,000
Teachers Insurance and Annuity Association of America 8,750,000
---------------
$ 112,000,000
