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. William E. Oberndorf, William
J. Patterson and John H. Scully, 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: /s/ Rick R. Holley
------------------------------------------
Name: Rick R. Holley
Title: President and Chief Executive
Officer
GEORGIA-PACIFIC CORPORATION
By: /s/ A.D. Correll
------------------------------------------
Name: A.D. Correll
Title: Chairman, Chief Executive,
Officer and President
PC ADVISORY PARTNERS I, L.P.
By: PC Advisory Corp. I
Its general partner
By: /s/ William J. Patterson
---------------------------------
Name: William J. Patterson
Title: Vice President
PC INTERMEDIATE HOLDINGS, L.P.
By: PC Advisory Partners I, L.P.
Its general partner
By: PC Advisory Corp. I
Its general partner
By: /s/ William J. Patterson
--------------------------------
Name: William J. Patterson
Title: Vice President
WILLIAM E. OBERNDORF
/s/ William E. Oberndorf
--------------------------------
WILLIAM J. PATTERSON
/s/ William J. Patterson
--------------------------------
JOHN H. SCULLY
/s/ John H. Scully
--------------------------------
SPOUSAL CONSENT
I, the undersigned, being the spouse of WILLIAM E. OBERNDORF, 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.
/s/ Susan C. Oberndorf
--------------------------------
Name: Susan C. Oberndorf
SPOUSAL CONSENT
I, the undersigned, being the spouse of WILLIAM J. PATTERSON 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.
/s/ Elizabeth R. Patterson
--------------------------------
Name: Elizabeth R. Patterson
SPOUSAL CONSENT
I, the undersigned, being the spouse of JOHN H. SCULLY 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.
/s/ Irene S. Scully
--------------------------------
Name: Irene S. Scully