Plum Creek Timber Co Inc Sample Contracts

Plum Creek Timber Co Inc – PLUM CREEK TIMBERLANDS, L.P., as Issuer and WEYERHAEUSER COMPANY (as successor to PLUM CREEK TIMBER COMPANY, INC.), as Guarantor to as Trustee Supplemental Indenture No. 1 Dated as of February 19, 2016 to Indenture Dated as of November 14, 2005 Debt Securities (February 19th, 2016)

SUPPLEMENTAL INDENTURE NO. 1, dated as of February 19, 2016, among Plum Creek Timberlands, L.P., a Delaware limited partnership (the “Issuer”), Weyerhaeuser Company, a Washington corporation (the “Successor Guarantor”), as successor to Plum Creek Timber Company, Inc., a Delaware corporation (the “Original Guarantor”), and U.S. Bank National Association, as trustee (the “Trustee”) under the hereafter defined Indenture.

Plum Creek Timber Co Inc – NEWS RELEASE (February 19th, 2016)

FEDERAL WAY, Wash. (Feb. 19, 2016) — Weyerhaeuser Company (NYSE: WY) today announced the completion of the merger with Plum Creek Timber Company, Inc. Shareholders of both companies approved the transaction at separate special meetings of shareholders held on Feb. 12, 2016. The combined company retains the Weyerhaeuser name and continues to be traded under the WY ticker symbol on the New York Stock Exchange.

Plum Creek Timber Co Inc – Executive Change in Control Agreement (Tier I) Plum Creek Timber Company, Inc. (February 18th, 2016)

THIS EXECUTIVE CHANGE IN CONTROL AGREEMENT (Tier I) is made and entered into by and between Plum Creek Timber Company, Inc. (hereinafter referred to as the “Company”) and ___________________ (hereinafter referred to as the “Executive”).

Plum Creek Timber Co Inc – 2016 PLUM CREEK TIMBER COMPANY, INC. AWARD AGREEMENT (February 18th, 2016)

This AWARD AGREEMENT made as of the 2rd day of February 2016 (the “Agreement”), between Plum Creek Timber Company, Inc., a Delaware corporation (the “Company”), and the individual identified on the Award Agreement Acceptance attached hereto (the “Acceptance”), an employee of Plum Creek Timberlands, L.P., a subsidiary of the Company (“Employee”). In recognition of the important contributions that Employee makes to the success of the Company, and in consideration of the mutual agreements and other matters set forth herein and in the 2012 Plum Creek Timber Company, Inc. Stock Incentive Plan, as the same may be amended from time to time (the “Plan”), which Plan is incorporated herein by reference as a part of this Agreement, the Company hereby grants to Employee under the Plan the following long-term incentive awards on the terms and conditions set forth below.

Plum Creek Timber Co Inc – COMMITMENT INCREASE AGREEMENT (February 18th, 2016)

THIS COMMITMENT INCREASE AGREEMENT dated as of December 28, 2015 (this “Agreement”) is by and among each of the Persons identified as an “Increasing Lender” on the signature pages hereto (each, an “Increasing Lender”), PLUM CREEK TIMBERLANDS, L.P. (the “Borrower”) and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent (the “Administrative Agent”). Capitalized terms used but not otherwise defined herein have the meanings provided in the Credit Agreement referred to below.

Plum Creek Timber Co Inc – (In Millions, Except Per Share Amounts) Year Ended December 31, 2015 2014 REVENUES: Timber $ 724 $ 767 Real Estate 318 289 Manufacturing 350 368 Energy and Natural Resources 37 34 Other 16 18 Total Revenues 1,445 1,476 COSTS AND EXPENSES: Cost of Goods Sold: Timber 538 555 Real Estate 166 151 Manufacturing 307 322 Energy and Natural Resources 11 10 Other 15 16 Total Cost of Goods Sold 1,037 1,054 Selling, General and Administrative 150 115 Total Costs and Expenses 1,187 1,169 Other Operating Income (Expense), net 16 15 Operating Income 274 322 Earnings from Unconsolidated Entities 83 66 Intere (February 3rd, 2016)
Plum Creek Timber Co Inc – FIRST AMENDMENT TO CONTRIBUTION AGREEMENT (January 12th, 2016)

This FIRST AMENDMENT TO CONTRIBUTION AGREEMENT (“Amendment”), dated as of January 6, 2016, is entered into by and among TWIN CREEKS TIMBER, LLC, PLUM CREEK TIMBERLANDS, L.P. and PLUM CREEK TIMBER OPERATIONS I, L.L.C.

Plum Creek Timber Co Inc – EMAIL TO INVESTORS AND ANALYSTS I wanted to make sure you heard the news. We just announced our agreement to merge with Weyerhaeuser in an all-stock transaction which, when consummated, will create the world’s premier timber, land and forest products company with more than 13 million acres of timberland. (November 9th, 2015)

This is a compelling transaction that, when consummated, will create a company with extraordinary breadth of ownership and will create more opportunities to build lasting shareholder value. I’ve attached the press release for your convenience. It provides more details about the merger.

Plum Creek Timber Co Inc – Fifth Amendment to the Amended and Restated By-Laws of Plum Creek Timber Company, Inc. (November 9th, 2015)

The Amended and Restated By-Laws of Plum Creek Timber Company, Inc., as previously amended on February 7, 2007, February 5, 2008, February 9, 2010 and February 8, 2011 (the “By-Laws”) are hereby amended, effective November 6, 2015, as set forth below.

Plum Creek Timber Co Inc – AGREEMENT AND PLAN OF MERGER Dated as of November 6, 2015, Between WEYERHAEUSER COMPANY and PLUM CREEK TIMBER COMPANY, INC. (November 9th, 2015)

AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of November 6, 2015, between WEYERHAEUSER COMPANY, a Washington corporation (“Weyerhaeuser”), and PLUM CREEK TIMBER COMPANY, INC., a Delaware corporation (“Plum Creek”).

Plum Creek Timber Co Inc – QUESTION ANSWER (November 9th, 2015)

This document contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, as amended. Some of these forward-looking statements can be identified by the use of forward-looking words such as “believes,” “expects,” “may,” “will,” “should,” “seeks,” “approximately,” “intends,” “plans,” “estimates,” “projects,” “strategy,” or “anticipates,” or the negative of those words or other comparable terminology.

Plum Creek Timber Co Inc – Nine Months Ended September 30, (In Millions, Except Per Share Amounts) 2015 2014 REVENUES: Timber $ 548 $ 563 Real Estate 263 169 Manufacturing 271 275 Energy and Natural Resources 24 26 Other 16 15 Total Revenues 1,122 1,048 COSTS AND EXPENSES: Cost of Goods Sold: Timber 405 407 Real Estate 144 75 Manufacturing 236 241 Energy and Natural Resources 8 8 Other 14 14 Total Cost of Goods Sold 807 745 Selling, General and Administrative 100 82 Total Costs and Expenses 907 827 Other Operating Income (Expense), net 6 9 Operating Income 221 230 Earnings from Unconsolidated Entities 66 44 Interest Exp (October 26th, 2015)

During the second quarter of 2014, we experienced a fire at our MDF facility and recorded a $2 million loss representing the net book value of the building and equipment damaged or destroyed by the fire. For the nine-month periods ended September 30, 2015 and September 30, 2014, we recorded gains related to insurance recoveries of $3 million and $9 million, respectively. Insurance recoveries were received for costs incurred to rebuild or replace the damaged building and equipment and for business interruption costs. Both the building and equipment loss and the insurance recoveries are reported as Other Operating Gain (Loss) in our Manufacturing Segment and are included in Other Operating Income (Expense), net in the Consolidated Statements of Income.

Plum Creek Timber Co Inc – LIMITED LIABILITY COMPANY AGREEMENT OF TWIN CREEKS TIMBER, LLC EFFECTIVE AS OF (September 21st, 2015)

THIS LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of Twin Creeks Timber, LLC, a Delaware limited liability company (the “Company”), is effective as of September 15, 2015 (the “Effective Date”), among Plum Creek Timber Operations I, L.L.C., a Delaware limited liability company (the “PC Member”), PC TRS LLC, a Delaware limited liability company (“PC TRS”), those Persons who may hereafter become Members in accordance with the provisions hereof (hereinafter collectively, with the PC Member and PC TRS, referred to as the “Members” and each individually as a “Member”), Silver Creek Advisory Partners LLC, a Delaware limited liability company (in its capacity as the manager of the Company, Series One, and Series Two, the “Manager”), and, solely for purposes of Section 10.1(c), Plum Creek Timberlands, L.P., a Delaware limited partnership (“PC Timberlands”).

Plum Creek Timber Co Inc – CONTRIBUTION AGREEMENT DATED AS OF SEPTEMBER 15, 2015 BY AND AMONG TWIN CREEKS TIMBER, LLC, PLUM CREEK TIMBERLANDS, L.P., AND PLUM CREEK TIMBER OPERATIONS I, L.L.C., (September 21st, 2015)

Organization of Contribution LLC; Contribution of Contributed Assets to the Contribution LLC; Contribution of Contribution LLC to PC Member.

Plum Creek Timber Co Inc – Six Months Ended June 30, (In Millions, Except Per Share Amounts) 2015 2014 REVENUES: Timber $ 362 $ 363 Real Estate 134 100 Manufacturing 186 184 Energy and Natural Resources 16 18 Other 10 8 Total Revenues 708 673 COSTS AND EXPENSES: Cost of Goods Sold: Timber 266 263 Real Estate 101 40 Manufacturing 160 163 Energy and Natural Resources 5 5 Other 10 8 Total Cost of Goods Sold 542 479 Selling, General and Administrative 65 59 Total Costs and Expenses 607 538 Other Operating Income (Expense), net 5 4 Operating Income 106 139 Earnings from Unconsolidated Entities 41 29 Interest Expense, net: In (July 27th, 2015)

During the second quarter of 2014, we experienced a fire at our MDF facility and recorded a $2 million loss representing the net book value of the building and equipment damaged or destroyed by the fire. For the six-month periods ended June 30, 2015 and June 30, 2014, we recorded gains related to insurance recoveries of $2 million and $4 million, respectively. Insurance recoveries were received for costs incurred to rebuild or replace the damaged building and equipment and for business interruption costs. Both the building and equipment loss and the insurance recoveries are reported as Other Operating Gain (Loss) in our Manufacturing Segment and are included in Other Operating Income (Expense), net in the Consolidated Statements of Income.

Plum Creek Timber Co Inc – Quarter Ended March 31, (In Millions, Except Per Share Amounts) 2015 2014 REVENUES: Timber $ 192 $ 192 Real Estate 109 23 Manufacturing 94 90 Energy and Natural Resources 8 9 Other 3 3 Total Revenues 406 317 COSTS AND EXPENSES: Cost of Goods Sold: Timber 139 138 Real Estate 89 10 Manufacturing 83 79 Energy and Natural Resources 2 2 Other 2 3 Total Cost of Goods Sold 315 232 Selling, General and Administrative 33 29 Total Costs and Expenses 348 261 Other Operating Income (Expense), net 3 1 Operating Income 61 57 Earnings from Unconsolidated Entities 22 14 Interest Expense, net: Interest Expense (April 27th, 2015)
Plum Creek Timber Co Inc – 2015 PLUM CREEK TIMBER COMPANY, INC. AWARD AGREEMENT (February 26th, 2015)

This AWARD AGREEMENT made as of the 3rd day of February 2015 (the “Agreement”), between Plum Creek Timber Company, Inc., a Delaware corporation (the “Company”), and the individual identified on the Award Agreement Acceptance attached hereto (the “Acceptance”), an employee of Plum Creek Timberlands, L.P., a subsidiary of the Company (“Employee”). In recognition of the important contributions that Employee makes to the success of the Company, and in consideration of the mutual agreements and other matters set forth herein and in the 2012 Plum Creek Timber Company, Inc. Stock Incentive Plan, as the same may be amended from time to time (the “Plan”), which Plan is incorporated herein by reference as a part of this Agreement, the Company hereby grants to Employee under the Plan the following long-term incentive awards on the terms and conditions set forth below.

Plum Creek Timber Co Inc – THIRD AMENDMENT TO THE PLUM CREEK PENSION PLAN (February 26th, 2015)

The Plum Creek Pension Plan (“Plan”), as amended and restated effective January 1, 2012 (“2012 Restatement”), is amended as follows, pursuant to Section 12.1 of Parts A and B of the Plan, effective January 1, 2015, except as otherwise specified herein:

Plum Creek Timber Co Inc – (In Millions, Except Per Share Amounts) Year Ended December 31, 2014 2013 REVENUES: Timber $ 767 $ 669 Real Estate 289 286 Manufacturing 368 362 Energy and Natural Resources 34 23 Other 18 — Total Revenues 1,476 1,340 COSTS AND EXPENSES: Cost of Goods Sold: Timber 555 495 Real Estate 151 110 Manufacturing 322 310 Energy and Natural Resources 10 5 Other 16 — Total Cost of Goods Sold 1,054 920 Selling, General and Administrative 115 123 Total Costs and Expenses 1,169 1,043 Other Operating Income (Expense), net 15 (2 ) Operating Income 322 295 Earnings from Unconsolidated Entities 66 63 Interest (January 26th, 2015)
Plum Creek Timber Co Inc – For more information contact: For immediate release Investors: John Hobbs 1-800-858-5347 January 26, 2015 Media: Kathy Budinick 1-888-467-3751 (January 26th, 2015)

SEATTLE - Plum Creek Timber Company, Inc. (NYSE: PCL) today announced fourth quarter earnings of $68 million, or $0.39 per share, on revenues of $428 million. Fourth quarter earnings include $2 million after-tax, or $0.01 per diluted share of insurance recoveries related to the fire at the medium density fiberboard (MDF) plant in Montana earlier in the year.

Plum Creek Timber Co Inc – WAIVER AGREEMENT (December 12th, 2014)

THIS WAIVER AGREEMENT (this “Waiver Agreement”) is dated as of December 12, 2014, by and between Plum Creek Timber Company, Inc. (the “Company”), and Mr. Rick Holley (“Grantee”).

Plum Creek Timber Co Inc – Nine Months Ended September 30, (In Millions, Except Per Share Amounts) 2014 2013 REVENUES: Timber $ 563 $ 487 Real Estate 169 227 Manufacturing 275 279 Energy and Natural Resources 26 16 Other 15 — Total Revenues 1,048 1,009 COSTS AND EXPENSES: Cost of Goods Sold: Timber 407 364 Real Estate 75 83 Manufacturing 241 237 Energy and Natural Resources 8 3 Other 14 — Total Cost of Goods Sold 745 687 Selling, General and Administrative 82 89 Total Costs and Expenses 827 776 Other Operating Income (Expense), net 9 (2 ) Operating Income 230 231 Earnings from Unconsolidated Entities 44 47 Interest Expe (October 27th, 2014)

During the second quarter of 2014, we experienced a fire at our MDF facility and recorded a $2 million loss representing the net book value of the building and equipment damaged or destroyed by the fire. During the first nine months of 2014, we also recorded a $9 million gain related to partial insurance recoveries the company expects to receive. The amount of insurance recoveries was based on the costs incurred during the first nine months of 2014 to rebuild or replace the damaged building and equipment. Substantially all of these costs were capitalized during the first nine months of 2014. Both the building and equipment loss and the insurance recoveries are reported as Other Operating Gain in our Manufacturing Segment and are included in Other Operating Income (Expense), net in the Consolidated Statements of Income.

Plum Creek Timber Co Inc – Six Months Ended June 30, (In Millions, Except Per Share Amounts) 2014 2013 REVENUES: Timber $ 363 $ 316 Real Estate 100 131 Manufacturing 184 185 Energy and Natural Resources 18 11 Other 8 — Total Revenues 673 643 COSTS AND EXPENSES: Cost of Goods Sold: Timber 263 232 Real Estate 40 52 Manufacturing 163 157 Energy and Natural Resources 5 2 Other 8 — Total Cost of Goods Sold 479 443 Selling, General and Administrative 59 61 Total Costs and Expenses 538 504 Other Operating Income (Expense), net 4 1 Operating Income 139 140 Earnings from Unconsolidated Entities, net 29 31 Interest Expense, net: (July 28th, 2014)

For Segment reporting, Equity Loss from Real Estate Development Ventures of $3 million is included in Operating Income (Loss) for the Other Segment. During the second quarter of 2014, we experienced a fire at our MDF facility. We recorded a $2 million loss representing the net book value of the building and equipment damaged or destroyed by the fire. During the second quarter of 2014, we also recorded a $4 million gain related to partial insurance recoveries the company expects to receive. The amount of insurance recoveries was based on the costs incurred during the second quarter to repair or replace the damaged building and equipment. Substantially all of these costs were capitalized during the second quarter of 2014. Both the building and equipment loss and the insurance recoveries are reported as Other Operating Gain/(Loss) in our Manufacturing Segment and are included in Other Operating Income (Expense), net in the Consolidated Statements of Income.

Plum Creek Timber Co Inc – 2012 PLUM CREEK TIMBER COMPANY, INC. STOCK INCENTIVE PLAN 2014 AWARD AGREEMENT (May 7th, 2014)

This AWARD AGREEMENT made as of the 3rd day of February 2014 (the “Agreement”), between Plum Creek Timber Company, Inc., a Delaware corporation (the “Company”), and Mr. Rick R. Holley, an employee of Plum Creek Timberlands, L.P., a subsidiary of the Company (“Employee”). In recognition of the important contributions that Employee makes to the success of the Company, and in consideration of the mutual agreements and other matters set forth herein and in the 2012 Plum Creek Timber Company, Inc. Stock Incentive Plan, as the same may be amended from time to time (the “Plan”), which Plan is incorporated herein by reference as a part of this Agreement, the Company hereby grants to Employee under the Plan the following long-term incentive awards on the terms and conditions set forth below.

Plum Creek Timber Co Inc – (In Millions, Except Per Share Amounts) Quarter Ended March 31, 2014 2013 REVENUES: Timber $ 192 $ 170 Real Estate 23 78 Manufacturing 90 86 Energy and Natural Resources 9 6 Other 3 — Total Revenues 317 340 COSTS AND EXPENSES: Cost of Goods Sold: Timber 138 124 Real Estate 10 30 Manufacturing 79 75 Energy and Natural Resources 2 1 Other 3 — Total Cost of Goods Sold 232 230 Selling, General and Administrative 29 32 Total Costs and Expenses 261 262 Other Operating Income (Expense), net 1 — Operating Income 57 78 Equity Earnings from Timberland Venture 15 14 Equity Loss from Real Estate Developme (April 28th, 2014)
Plum Creek Timber Co Inc – SECOND AMENDMENT TO THE PLUM CREEK PENSION PLAN (February 28th, 2014)

The Plum Creek Pension Plan (“Plan”), as amended and restated effective January 1, 2012 (“2012 Restatement”), is amended as follows, pursuant to Section 12.1 of the Plan, effective as indicated below:

Plum Creek Timber Co Inc – AMENDED AND RESTATED INSTALLMENT NOTE (February 28th, 2014)

This Installment Note amends and restates and replaces and supersedes in its entirety the Installment Note, dated December 6, 2013, made by the Borrower to the order of the Holder.

Plum Creek Timber Co Inc – AMENDED AND RESTATED TERM LOAN AGREEMENT (February 28th, 2014)
Plum Creek Timber Co Inc – 2014 PLUM CREEK TIMBER COMPANY, INC. AWARD AGREEMENT (February 28th, 2014)

This AWARD AGREEMENT made as of the 3rd day of February 2014 (the “Agreement”), between Plum Creek Timber Company, Inc., a Delaware corporation (the “Company”), and the individual identified on the Award Agreement Acceptance attached hereto (the “Acceptance”), an employee of Plum Creek Timberlands, L.P., a subsidiary of the Company (“Employee”). In recognition of the important contributions that Employee makes to the success of the Company, and in consideration of the mutual agreements and other matters set forth herein and in the 2012 Plum Creek Timber Company, Inc. Stock Incentive Plan, as the same may be amended from time to time (the “Plan”), which Plan is incorporated herein by reference as a part of this Agreement, the Company hereby grants to Employee under the Plan the following long-term incentive awards on the terms and conditions set forth below.

Plum Creek Timber Co Inc – FIRST AMENDMENT TO REVOLVING CREDIT AGREEMENT (February 28th, 2014)

THIS FIRST AMENDMENT TO REVOLVING CREDIT AGREEMENT (this “Amendment”) dated as of June 4, 2012, to the Credit Agreement referenced below, is by and among PLUM CREEK TIMBERLANDS, L.P., a Delaware limited partnership (the “Borrower”), the Lenders identified on the signature pages hereto and WELLS FARGO BANK, NATIONAL ASSOCIATION as Administrative Agent (in such capacity, the “Administrative Agent”), Swing Line Lender and L/C Issuer.

Plum Creek Timber Co Inc – UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION (February 12th, 2014)

The following unaudited pro forma condensed combined financial information is based on the historical consolidated financial information of Plum Creek Timber Company, Inc. ("Plum Creek") and carve-out financial information of the MWV Community Development and Land Management Business ("CDLM Group") of MeadWestvaco Corporation ("MeadWestvaco") and has been prepared to reflect the following:

Plum Creek Timber Co Inc – MWV Community Development and Land Management Business (February 12th, 2014)

In our opinion, the accompanying combined balance sheets and the related combined statements of operations, equity, and cash flows present fairly, in all material respects, the financial position of MeadWestvaco Corporation's Community Development and Land Management business (the “CDLM business”) at December 31, 2012 and 2011, and its results of operations and cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America. These financial statements are the responsibility of the CDLM business’s management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these statements in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examin

Plum Creek Timber Co Inc – 2012 PLUM CREEK TIMBER COMPANY, INC. STOCK INCENTIVE PLAN 2014 AWARD AGREEMENT (February 6th, 2014)

This AWARD AGREEMENT made as of the 3rd day of February 2014 (the “Agreement”), between Plum Creek Timber Company, Inc., a Delaware corporation (the “Company”), and Mr. Rick R. Holley, an employee of Plum Creek Timberlands, L.P., a subsidiary of the Company (“Employee”). In recognition of the important contributions that Employee makes to the success of the Company, and in consideration of the mutual agreements and other matters set forth herein and in the 2012 Plum Creek Timber Company, Inc. Stock Incentive Plan, as the same may be amended from time to time (the “Plan”), which Plan is incorporated herein by reference as a part of this Agreement, the Company hereby grants to Employee under the Plan the following long-term incentive awards on the terms and conditions set forth below.

Plum Creek Timber Co Inc – (In Millions, Except Per Share Amounts) Year Ended December 31, 2013 2012 REVENUES: Timber $ 669 $ 641 Real Estate 286 352 Manufacturing 362 324 Energy and Natural Resources 23 22 Total Revenues 1,340 1,339 COSTS AND EXPENSES: Cost of Goods Sold: Timber 495 498 Real Estate 110 157 Manufacturing 310 286 Energy and Natural Resources 5 2 Total Cost of Goods Sold 920 943 Selling, General and Administrative 123 116 Total Costs and Expenses 1,043 1,059 Other Operating Income (Expense), net (2 ) 1 Operating Income 295 281 Equity Earnings from Timberland Venture 63 59 Equity Earnings from Real Estate (January 27th, 2014)
Plum Creek Timber Co Inc – INSTALLMENT NOTE (December 11th, 2013)

FOR VALUE RECEIVED, PLUM CREEK TIMBERLANDS, L.P., a Delaware limited partnership (the “Borrower”), hereby executes this installment note (“Installment Note”) and promises to pay to the order of MWV Community Development and Land Management, LLC, a Delaware limited liability company or its permitted assignees (“Holder”), the principal sum of Eight Hundred and Sixty Million and no/100ths Dollars ($860,000,000) (“Principal Sum”) together with interest at the rate set forth in Section 1 below. This Installment Note will be unsecured and unsubordinated indebtedness of the Borrower and will rank equally with all of the Borrower’s other unsecured and unsubordinated indebtedness from time to time outstanding. Capitalized terms shall have the meanings ascribed to such terms in Article 4 of Appendix A to this Installment Note, which is attached hereto and made a part hereof (“Appendix A”); for the avoidance of doubt, the term “Installment Note” shall refer collectively to this installment not