1
Exhibit 4.C.2
MORTGAGE NOTE AGREEMENT AMENDMENT
PLUM CREEK MANUFACTURING, L.P.
999 THIRD AVENUE
SEATTLE, WASHINGTON 98104
As of September 1, 1993
To each of the Purchasers
listed on the attached
Purchaser Schedule
Dear Purchaser:
RECITALS
WHEREAS, you, Plum Creek Manufacturing, L.P., a Delaware limited
partnership (the "Company"), 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 and as amended to the date hereof (the
"Mortgage Note Agreements") pursuant to which the Company is the obligor with
respect to certain 11-1/8% First Mortgage Notes due June 8, 2007 (the "Mortgage
Notes");
WHEREAS, the payment of the Mortgage Notes is guaranteed by the
Partnership pursuant to Paragraph 7 of the Mortgage Note Agreements;
WHEREAS, the Partnership desires to purchase certain timberlands in
the State of Montana ("Champion Timberlands") from Champion International
Corporation;
WHEREAS, the Partnership, in order to finance the purchase of the
Champion Timberlands pursuant to the Purchase Agreement, proposes to enter into
a Revolving Credit Agreement with Bank of America National Trust and Savings
Association and the other lenders under to such facility ("Bank of America
Revolving Credit Agreement");
WHEREAS, consummation of the foregoing transactions requires certain
amendments to the Mortgage Note Agreements;
NOW, THEREFORE, the Company and the Partnership hereby agree with you
that this Agreement shall become effective as of the date on which the Bank of
America Revolving Credit Agreement becomes effective (the "Effective Time") and
that thereafter, all references to, and actions taken in connection with, the
Mortgage Note Agreements shall incorporate this Agreement in its entirety. All
capitalized terms used in this Agreement and not otherwise defined have the
meanings ascribed to them in the Mortgage Note Agreements.
2
1. AMENDMENT
The first part of Paragraph 7J of the Mortgage Note Agreements shall
be amended to read as follows:
7J INCORPORATED COVENANTS. The provisions of paragraphs 5
and 6 of the Senior Note Agreements as originally in effect
(except as amended to and as of September 1, 1993 between the
Partnership and the Senior Noteholders ("Amendments")) and the
definitions set forth or specified by reference in the Senior
Note Agreement as originally in effect (except as amended by
the Amendments) of terms used in such paragraphs 5 and 6 or in
such definitions (herein, collectively, the Incorporated
Provisions") . . .
The last sentence of Paragraph 7J shall be amended to read as follows:
The Incorporated Provisions shall not be affected by any
amendments, modification, waiver or termination of the Senior
Note Agreements, except as amended by the Amendments, and may
be amended, modified, waived or terminated only pursuant to
Paragraph 12C of this Agreement.
2. CONDITIONS TO EFFECTIVENESS
The amendments to the Mortgage Note Agreements and the other
agreements set forth herein shall become effective, subject to the fulfillment
of the following conditions to your satisfaction or waiver by you thereof (as
evidenced by your execution and delivery of this Agreement) on or prior to the
Effective Time:
A. REPRESENTATIONS AND WARRANTIES; NO DEFAULT
The representations and warranties contained in Paragraph 3 hereof
shall be true in all material respects on and as of the Effective Time, except
to the extent of changes caused by the transactions herein contemplated; and
there shall exist on the date of closing no Event of Default or Default.
B. CERTAIN AGREEMENTS
Each of (i) this Agreement, (ii) the Bank of America Revolving Credit
Agreement, and (iii) the amendment to the Senior Note Agreement of even date
herewith among the Partnership and the several holders of the Senior Notes (the
"Senior Note Agreement Amendment") shall have been duly authorized, executed
and delivered by the parties thereto (other than you) and shall be in full
force and effect.
-2-
3
C. 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.
3. REPRESENTATIONS AND WARRANTIES
Each of the Company and the Partnership represents and warrants:
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 carry out the terms of this Agreement. 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 carry out the terms of this Agreement.
B. CHANGES, ETC.
Except as contemplated by this Agreement, since June 30, 1993, the
date of the most recent consolidated financial statements of the Partnership,
(i) neither the Company nor the Partnership has incurred any material
liabilities or obligations, direct or contingent, or entered into any material
transactions not in the ordinary course of business (except for the commitment
to purchase the Champion Timberlands), and (ii) there has not been any material
adverse change in the financial condition or operations of the Company or the
Partnership.
4. AFFIRMATION OF GUARANTEE
The Partnership hereby agrees that its Guarantee in respect of the
Mortgage Notes, as set forth in Paragraph 7 of the Mortgage Note Agreements,
shall continue in full force and effect from and after the Effective Time.
-3-
4
5. EXPENSES; INDEMNIFICATION
The Company shall, whether or not the transactions contemplated hereby
are consummated, save each holder of Mortgage Notes harmless for all
out-of-pocket expenses arising in connection with the execution and delivery or
performance of this Agreement and the consummation of the transactions
contemplated hereby, including the reasonable fees and expenses of special
counsel for the holders of Mortgage Notes. The Company shall also indemnify
and save each holder of Mortgage Notes harmless from and against all
liabilities, obligations, losses, damages, penalties, actions, judgments,
suits, costs, expenses or disbursements or 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 Mortgage Notes in any way arising
out of, relating to or resulting from this Agreement or the transactions
contemplated hereby. The obligations of the Operations Partnership under this
Paragraph 5 shall survive the transfer of any Mortgage Note or portion thereof
or interest therein by a holder of Mortgage Notes or any transferee and the
payment of any Mortgage Note.
6. MISCELLANEOUS
A. CONTINUITY AND INTEGRATION OF AGREEMENTS
The Mortgage Note Agreements, as affected 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.
B. SURVIVAL OF REPRESENTATIONS AND WARRANTIES
All representations and warranties contained herein shall survive the
execution and delivery of this Agreement, the consummation of the transactions
contemplated hereby and the transfer of any Mortgage Note by a holder of
Mortgage Notes. Such representations and warranties may be relied upon by any
transferee of a Mortgage Note from a holder of Mortgage Notes.
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.
-4-
5
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.
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. THIS AGREEMENT SHALL BE BINDING UPON THE COMPANY, THE PARTNERSHIP, THE
OPERATIONS PARTNERSHIP, THE MERGER COMPANY AND THE HOLDERS OF MORTGAGE NOTES
AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS.
-5-
6
IN WITNESS WHEREOF, the parties hereto have executed this Agreement to
be effective as of the date first above written.
PLUM CREEK MARKETING, INC.
By: . . . . . . . . . . . . . . . .
Name: Rick R. Holley
Title: Vice President and
Chief Financial Officer
PLUM CREEK MANUFACTURING, L.P..
By: Plum Creek Management Company,
L.P., General Partner
By: . . . . . . . . . . . . . . . .
Name: Rick R. Holley
Title: Vice President and
Chief Financial Officer
PLUM CREEK TIMBER COMPANY, L.P.
By: Plum Creek Management Company,
L.P., General Partner
By: . . . . . . . . . . . . . . . .
Name: Rick R. Holley
Title: Vice President and
Chief Financial Officer
The foregoing is accepted and agreed to:
By: . . . . . . . . . . . . . . . .
Name:
Title:
Company:
-6-