EXHIBIT 5
AMENDMENT NO. 1
TO VOTING AGREEMENT AND CONSENT
This Amendment No. 1 to Voting Agreement and Consent, dated as of June 12,
2001 (this "Amendment"), to the Voting Agreement, dated as of July 18, 2000 (the
"Voting Agreement"), by and among Plum Creek Timber Company, Inc., a corporation
organized under the laws of the state of Delaware (the "Company"), Georgia-
Pacific Corporation, a corporation organized under the laws of the state of
Georgia ("Georgia-Pacific"), and each other person set forth on the signature
pages hereof. Capitalized terms not otherwise defined herein shall have the
meanings ascribed to them in the Voting Agreement.
WHEREAS, concurrently with the execution and delivery of the Voting
Agreement, the Company, Georgia-Pacific and the direct or indirect wholly owned
subsidiaries of Georgia-Pacific (collectively, the "Spincos") entered into an
Agreement and Plan of Merger, dated as of July 18, 2000 (the "Merger
Agreement"), pursuant to which each of the Spincos will be merged with and into
the Company, with the Company being the surviving corporation in the merger;
WHEREAS, the Company, Georgia-Pacific and the Spincos intend concurrently
with the execution of this Amendment to execute Amendment No. 1 to the Merger
Agreement in order to provide for certain changes to the terms and conditions
thereof (the "Merger Agreement Amendment"); and
WHEREAS, the parties to this Amendment now desire to amend and reaffirm
certain provisions of the Voting Agreement in accordance with Section 10(j) of
the Voting Agreement.
NOW, THEREFORE, in consideration of the foregoing and the mutual covenants
and agreements herein contained, and intending to be legally bound hereby, the
parties hereto hereby agree as follows:
1. The first recital of the Voting Agreement is hereby amended to delete
such recital in its entirety and insert in its stead the following:
"WHEREAS, the Company, Georgia-Pacific and the direct or indirect wholly
owned subsidiaries of Georgia-Pacific party thereto (collectively, the
"Spincos") entered into an Agreement and Plan of Merger, dated as of July 18,
2000, as amended by Amendment No. 1 to Agreement and Plan of Merger, dated as of
June 12, 2001, attached as Exhibit A hereto (the "Merger Agreement"), pursuant
to which each of the Spincos will be merged with and into the Company, with the
Company being the surviving corporation in the merger (the "Merger");".
2. The second recital of the Voting Agreement is hereby amended to delete
the word "Triton" and insert in its stead the words "Timber Group" in the second
line thereto.
3. Section 1 of the Voting Agreement is hereby amended to insert the
defined term "Principals" to read as follows in its entirety:
"Principals" shall mean Messrs. Xxxxxxx X. Xxxxxxxxx, Xxxxxxx X.
Xxxxxxxxx and Xxxx X. Xxxxxx, collectively.
4. Section 2(a) of the Voting Agreement is hereby amended as follows:
(a) to add the words "and each Principal hereby irrevocably consents
to such election" to the end of the first sentence.
(b) to add the words "and Principal" after the words "Each
Securityholder" in the second sentence.
(c) to add the words "and Principal" after the words "Each
Securityholder" in the third sentence.
(d) to delete the "(i)" in the twelfth line thereto.
(e) to delete the words "and (ii) rights under Section 2(b) below" in
the fourteenth line thereto.
5. Section 2(b) of the Voting Agreement is hereby amended to read in its
entirety as follows:
Each Securityholder and Principal hereby permanently and irrevocably
waives, simultaneously with the consummation of the Merger, any and all rights
to designate any nominees to the board of directors of the Company under Section
3.5 "Control Rights" of the Amended and Restated Agreement and Plan of
Conversion, dated as of July 17, 1998, by and among the Company, Plum Creek
Timber Company, L.P. and Plum Creek Management Company, L.P. (the "Conversion
Agreement"). Each Securityholder and Principal understands and acknowledges that
such waiver of rights under Section 3.5 of the Conversion Agreement will
permanently and irrevocably extinguish any rights of the Securityholders and
Principals to designate any directors of the Company under either the Conversion
Agreement or Section C of Article Fifth of the Certificate of Incorporation of
the Company.
6. Section 2(c) of the Voting Agreement is hereby amended to read in its
entirety as follows:
Each Securityholder and Principal hereby affirms that such irrevocable
elections and consents shall survive such Securityholder's or Principal's death,
incapacity or incompetence or the transfer of any Security.
7. Section 5(c) of the Voting Agreement is hereby amended to (a) add the
words "and Principal" after each occurrence of the word "Securityholder" and (b)
add the words "and Principal's" after each occurrence of the word
"Securityholder's."
8. Giving effect to the terms and conditions set forth in the Merger
Agreement, as amended by the Merger Agreement Amendment, each Securityholder
affirms and agrees to be bound by each of its obligations under the Voting
Agreement as hereby amended.
9. This Amendment may be signed in any number of counterparts, each of
which shall be an original, with the same effect as if all signatures were on
the same instrument.
IN WITNESS WHEREOF, the parties have executed and delivered this Amendment
as of the date first written above.
PLUM CREEK TIMBER COMPANY, INC.
By:
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Name:
Title:
GEORGIA-PACIFIC CORPORATION
By:
----------------------------
Name:
Title:
PC ADVISORY PARTNERS I, L.P.
By: PC Advisory Corp. I
Its general partner
By:
----------------------------
Name:
Title:
PC INTERMEDIATE HOLDINGS, L.P.
By: PC Advisory Partners I, L.P.
Its general partner
By: PC Advisory Corp. I
Its general partner
By:
----------------------------
Name:
Title:
XXXXXXX X. XXXXXXXXX
________________________________
XXXXXXX X. XXXXXXXXX
________________________________
XXXX X. XXXXXX
________________________________
SPOUSAL CONSENT
I, the undersigned, being the spouse of XXXXXXX X. XXXXXXXXX, hereby
represent that I have read and understand (i) the Voting Agreement and Consent,
dated as of July 18, 2000, by and among Plum Creek Timber Company, Inc., a
corporation organized under the laws of the state of Delaware (the "Company"),
Georgia-Pacific Corporation, a corporation organized under the laws of the state
of Georgia ("Georgia-Pacific"), and each other person set forth on the signature
pages thereto and (ii) the foregoing Amendment No. 1 to Voting Agreement and
Consent, and hereby consent to the transactions contemplated by such agreements
and agree to be bound by the provisions thereof.
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Name:
SPOUSAL CONSENT
I, the undersigned, being the spouse of XXXXXXX X. XXXXXXXXX hereby
represent that I have read and understand (i) the Voting Agreement and Consent,
dated as of July 18, 2000, by and among Plum Creek Timber Company, Inc., a
corporation organized under the laws of the state of Delaware (the "Company"),
Georgia-Pacific Corporation, a corporation organized under the laws of the state
of Georgia ("Georgia-Pacific"), and each other person set forth on the signature
pages thereto and (ii) the foregoing Amendment No. 1 to Voting Agreement and
Consent, and hereby consent to the transactions contemplated by such agreements
and agree to be bound by the provisions thereof.
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Name:
SPOUSAL CONSENT
I, the undersigned, being the spouse of XXXX X. XXXXXX hereby represent
that I have read and understand (i) the Voting Agreement and Consent, dated as
of July 18, 2000, by and among Plum Creek Timber Company, Inc., a corporation
organized under the laws of the state of Delaware (the "Company"), Georgia-
Pacific Corporation, a corporation organized under the laws of the state of
Georgia ("Georgia-Pacific"), and each other person set forth on the signature
pages thereto and (ii) the foregoing Amendment No. 1 to Voting Agreement and
Consent, and hereby consent to the transactions contemplated by such agreements
and agree to be bound by the provisions thereof.
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Name:
