POTLATCH CORPORATION
OFFICERS' CERTIFICATE
We, GEORGE E. PFAUTSCH, Senior Vice President,
Finance, and SANDRA T. POWELL, Treasurer, of Potlatch
Corporation, a Delaware corporation (the "Company"), do
hereby certify in accordance with Section 301 of the
Indenture, dated as of April 1, 1986 (the "Indenture"),
between the Company and Bankers Trust Company of California,
National Association, as successor trustee (the
"Trustee"), that, pursuant to resolutions adopted by the
Board of Directors of the Company, the terms of certain debt
securities of the Company under the Indenture are as follows:
1. The title of the securities shall be
"9-1/8% Credit Sensitive Debentures due 2009" (the
"Debentures");
2. The aggregate principal amount of
Debentures which may be authenticated and delivered
under the Indenture shall be $100,000,000 (except
for Debentures authenticated and delivered upon
registration of, transfer of, or in exchange for,
or in lieu of, other Debentures pursuant to the
Indenture);
3. The final maturity of the principal of the
Debentures shall be December 1, 2009;
4. The Debentures shall bear interest at the
rate of 9.125% per annum (subject to adjustment as
provided below), which interest shall accrue from
December 1, 1989 and such interest shall be
payable semi-annually on June 1 and December 1 of
each year, commencing June 1, 1990, to holders of
record at the close of business on the May 15 and
November 15, respectively, next preceding the
Interest Payment Date (as defined in the
Indenture);
5 The interest rate payable on the
Debentures shall be based upon the debt rating on
the Debentures ("Rating") as determined by Standard
& Poor's Corporation ("S&P") or Moody's Investors
Service, Inc. ("Moody's"), or their successors (as
provided in the last sentence of this paragraph 5),
and adjusted if necessary in response to changes in
a Rating. The initial Applicable Rate (as
hereinafter defined) on the Debentures will be
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Exhibit (4)(d)
9.125% per annum. The Debentures shall bear
interest at the initial Applicable Rate from
December 1, 1989 to but excluding the earlier of
the date of repayment or (except as provided below)
the calendar day on which a change in rating
category (as set forth in the table below) takes
effect in either the S&P Rating or Moody's Rating
(a "Rating Adjustment Date"). Beginning with the
calendar day which is a Rating Adjustment Date if
any (unless such Rating Adjustment Date occurs
between a Record Date and an Interest Payment Date
in which case beginning on such Interest Payment
Date), and to but excluding the earlier of the date
of repayment or next Rating Adjustment Date, if
any, the Debentures shall bear interest at the rate
per annum (the "Applicable Rate") set forth below
opposite the lower of the S&P Rating and the
Moody's Rating in effect at the close of business
on that Rating Adjustment Date; provided that if
only one such Rating is available on any Rating
Adjustment Date, the Applicable Rate shall be
determined solely by reference to such one Rating.
Ratings
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Applicable
Moody's S&P Rate
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Aaa AAA 8.825 %
Aa1-Aa3 AA+-AA- 8.925
A1-Baa2 A+-BBB 9.125
Baa3 BBB- 9.425
Bal BB+ 12.500
Ba2 BB 13.000
Ba3 BB- 13.500
B1 or lower B+ or lower 14.000
If one or more Rating Adjustment Dates occur
during any interest payment period, the Debentures
shall bear interest for such interest payment
period at the rate per annum equal to the weighted
average of the Applicable Rates in effect during
such interest payment period, calculated by
multlplying each Applicable Rate by the number of
days such Applicable Rates is in effect during each
month of such interest payment period, determining
the sum of such products and dividing such sum by
the number of days in such interest payment period
which shall be 180 days in all cases. The
Applicable Rate and interest on the Debentures
shall be computed on the basis of a year of twelve
30-day months. If neither S&P nor Moody's has
issued a current Rating, or if the rating system
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employed by either such organization is changed
from that which is currently employed, then the
Company shall, with the approval of the Trustee,
designate such additional nationally recognized
rating organization, or make such adjustments in
the relationship between the Rating and the
Applicable Rate, as are consistent with the above
table;
6. Not later than 15 days after any change
in the Applicable Rate, the Company shall cause the
Trustee to give notice of such change to all
holders by mailing a written notice of such change
by first class mail to all holders as their names
and addresses appear in the Security Register In
addition, the Company will, upon request of the
holder of a Debenture, provide the Applicable Rate
then in effect;
7. The principal of and interest on the
Debentures shall be payable at the office or agency
of the Company which will initially be the office
of the agent of the Trustee at Bankers Trust
Company, 4 Albany Street, New York, New York 10006,
or at such other places as the Company may
designate; provided, however, that at the option of
the Company payment of interest may be made by
check mailed to the address of the person entitled
thereto as such address shall appear in the
Security Register (as defined in the Indenture);
8. Except as provided in Sections 501 and
502 of the Indenture, there is no option,
obligation or right of the Company to redeem,
purchase, repay or exchange any other securities
for the Debentures prior to maturity;
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9. The provisions regarding defeasance set forth
in Section 403 of the Indenture shall apply to the
Debentures; provided that from and after the effective
date of discharge described in such Section, the
Applicable Rate shall be equal to the Applicable Rate in
effect on the date prior to the deposit of money and/or
U.S. Government Obligations with respect to the
Debentures, and such Applicable Rate shall not
thereafter be affected by any change in the Rating. For
the purpose of determining the amount of money and/or
U.S. Government Obligations required to be deposited
with the Trustee in order to effect such a discharge,
the interest rate on the Debentures shall be assumed to
be (i) for the period beginning on the effective date of
such discharge, such Applicable Rate and (ii) for the
period beginning on the day of such deposit and ending
on the date prior to the effective date of such
discharge, the highest Applicable Rate indicated in
paragraph 5 above; and
10. The provisions in Section 1007 of the
Indenture shall not apply to the Debentures.
IN WITNESS WHEREOF, We have hereunto signed our
names this 6th day of December, 1989.
/S/ George E. Pfautsch
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George E. Pfautsch
Senior Vice President,
Finance
/S/ Sandra T. Powell
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Sandra T. Powell
Treasurer
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