Form 8-K

0001193125-12-480452.txt : 20121126 0001193125-12-480452.hdr.sgml : 20121126 20121126141301 ACCESSION NUMBER: 0001193125-12-480452 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20121126 ITEM INFORMATION: Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20121126 DATE AS OF CHANGE: 20121126 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PLUM CREEK TIMBER CO INC CENTRAL INDEX KEY: 0000849213 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 911912863 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-10239 FILM NUMBER: 121224064 BUSINESS ADDRESS: STREET 1: 999 THIRD AVENUE STREET 2: SUITE 4300 CITY: SEATTLE STATE: WA ZIP: 98104-4096 BUSINESS PHONE: (206)467-3600 MAIL ADDRESS: STREET 1: 999 THIRD AVENUE STREET 2: SUITE 4300 CITY: SEATTLE STATE: WA ZIP: 98104-4096 FORMER COMPANY: FORMER CONFORMED NAME: PLUM CREEK TIMBER CO L P DATE OF NAME CHANGE: 19920703 8-K 1 d440298d8k.htm FORM 8-K Form 8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): November 26, 2012

PLUM CREEK TIMBER COMPANY, INC.

(Exact Name of Registrant as Specified in its Charter)


DELAWARE	1-10239	91-1912863
(State of Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

999 Third Avenue, Suite 4300 Seattle, Washington		98104-4096
(Address of Principal Executive Offices)		(Zip Code)

(206) 467-3600

Registrant’s Telephone Number, including area code

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.03 Creation of Direct Financial Obligation Or Obligation Under an Off-Balance Sheet Arrangement of a Registrant

(a)

On November 14, 2012, Plum Creek Timberlands, L.P. (the “Partnership”) and Plum Creek Timber Company, Inc. (the “Company” and, together with the Partnership, the “Issuers”) entered into a Purchase Agreement (the “Purchase Agreement”) with Goldman, Sachs & Co., J.P. Morgan Securities LLC and RBS Securities Inc., as representatives of the several underwriters named therein (the “Underwriters”), pursuant to which the Underwriters agreed to purchase from the Partnership $325,000,000 aggregate principal amount of its 3.25% Notes due 2023 (the “Notes”), which are fully and unconditionally guaranteed by the Company (the “Guarantee” and, together with the Notes, the “Securities”). The Securities will be issued pursuant to an Indenture, dated November 14, 2005 (the “Base Indenture”), by and among the Partnership, as issuer, the Company, as guarantor, and U.S. Bank National Association, as trustee, as supplemented by an Officer’s Certificate, dated November 26, 2012, establishing the terms of the Notes (the “Certificate” and, together with the Base Indenture, the “Indenture”). The Issuers expect the sale of the Securities to close on November 26, 2012. Goldman, Sachs & Co., J.P. Morgan Securities LLC, RBS Securities Inc. and U.S. Bancorp Investments, Inc. acted as joint book-running managers of the offering.

The Notes will bear interest at the rate of 3.25% per year. Interest on the Notes will be payable on March 15 and September 15 of each year, beginning on March 15, 2013. The Notes will mature on March 15, 2023. The Partnership may redeem some or all of the Notes at any time prior to maturity at a redemption price equal to the sum of 100% of the aggregate principal amount of the Notes to be redeemed, plus accrued but unpaid interest, if any, to but not including the redemption date, plus a make-whole amount if the redemption occurs prior to December 15, 2022, as specified in the Indenture. Additionally, upon the occurrence of both (1) a change of control of the Partnership or the Company and (2) a below investment grade debt rating by each of Moody’s Investors Service, Inc. and Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc., within a specified period, the Partnership would be required to redeem the Notes at 101% of the aggregate principal amount of the Notes outstanding, plus accrued but unpaid interest, if any, to but not including the repurchase date.

The Notes will be unsecured and unsubordinated obligations of the Partnership and will rank equally with all of the Partnership’s other unsecured and unsubordinated indebtedness from time to time outstanding. The Indenture places certain limitations on the ability of the Partnership and its restricted subsidiaries to incur secured debt and to enter into sale and leaseback transactions and certain limitations on the ability of the Partnership to consolidate, merge or sell all or substantially all of its assets. The Indenture also contains customary event of default provisions.

The Guarantee by the Company will be an unsecured and unsubordinated obligation of the Company and will rank equally with all of the Company’s other unsecured and unsubordinated indebtedness from time to time outstanding. The Company has no material assets other than its direct and indirect investment in the Partnership.

The public offering price of the Notes was 99.19% of the principal amount. After estimated expenses, the Partnership expects to receive net proceeds of approximately $319.6 million and to use such net proceeds to repay its notes maturing in 2013 and to repay, temporarily, outstanding borrowings under its revolving credit facility. Prior to the repayment of its maturing notes, the Partnership will invest most of such net proceeds in marketable securities and/or short term investments.

The Securities were offered and sold pursuant to the Issuers’ automatic shelf registration statement on Form S-3 (Registration Nos. 333-178443 and 333-178443-01) under the Securities Act of 1933, as amended. The Issuers have filed with the Securities and Exchange Commission a prospectus supplement, dated November 14, 2012, together with the accompanying prospectus, dated December 12, 2011, relating to the offering and sale of the Securities.

For a complete description of the terms and conditions of the Purchase Agreement, the Base Indenture, the Certificate and the Notes, please refer to the Purchase Agreement, the Base Indenture, the Certificate and the form of Note, each of which is incorporated herein by reference and attached to this Current Report on Form 8-K as Exhibits 1.1, 4.1, 4.2 and 4.3, respectively.

Certain of the Underwriters and their respective affiliates have, from time to time, performed, and may in the future perform, various financial advisory, investment banking, commercial banking and general financing services for the Issuers, including as a participant in the Issuers’ credit facilities, for which they received or will receive customary fees and expenses.

Item 9.01 Financial Statements and Exhibits

(d)

Exhibits. The following Exhibits are filed with this report on Form 8-K:


Exhibit No.		Description of Exhibits

1.1		Purchase Agreement, dated November 14, 2012, by and among Plum Creek Timberlands, L.P., Plum Creek Timber Company, Inc., and Goldman, Sachs & Co., J.P. Morgan Securities LLC and RBS Securities Inc., as representatives of the several underwriters named therein.

4.1		Indenture, dated as of November 14, 2005, by and among Plum Creek Timberlands, L.P., as issuer, Plum Creek Timber Company, Inc., as guarantor, and U.S. Bank National Association, as trustee (incorporated herein by reference to Plum Creek Timber Company Inc.’s Form 8-K filed on November 14, 2005).

4.2		Officer’s Certificate, dated November 26, 2012, establishing the terms and form of the Notes.

4.3		Form of Note and Guarantee (included in Exhibit 4.2 above).

5.1		Opinion Letter of Skadden, Arps, Slate, Meagher & Flom LLP regarding the validity of the Notes.

23.1		Consent of Skadden, Arps, Slate, Meagher & Flom LLP (included as part of Exhibit 5.1 above).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


PLUM CREEK TIMBER COMPANY, INC.

By:		/s/ David W. Lambert
		David W. Lambert
		Senior Vice President and Chief Financial Officer

DATED: November 26, 2012

PLUM CREEK TIMBER COMPANY, INC.

Exhibit Index


Exhibit No.		Description of Exhibits

1.1		Purchase Agreement, dated November 14, 2012, by and among Plum Creek Timberlands, L.P., Plum Creek Timber Company, Inc., and Goldman, Sachs & Co., J.P. Morgan Securities LLC and RBS Securities Inc., as representatives of the several underwriters named therein.

4.1		Indenture, dated as of November 14, 2005, by and among Plum Creek Timberlands, L.P., as issuer, Plum Creek Timber Company, Inc., as guarantor, and U.S. Bank National Association, as trustee (incorporated herein by reference to Plum Creek Timber Company Inc.’s Form 8-K filed on November 14, 2005).

4.2		Officer’s Certificate, dated November 26, 2012, establishing the terms and form of the Notes.

4.3		Form of Note and Guarantee (included in Exhibit 4.2 above).

5.1		Opinion Letter of Skadden, Arps, Slate, Meagher & Flom LLP regarding the validity of the Notes.

23.1		Consent of Skadden, Arps, Slate, Meagher & Flom LLP (included as part of Exhibit 5.1 above).

EX-1.1 2 d440298dex11.htm PURCHASE AGREEMENT, DATED NOVEMBER 14, 2012 Purchase Agreement, Dated November 14, 2012

Exhibit 1.1

Execution Version

PLUM CREEK TIMBERLANDS, L.P.

3.25% Notes due 2023

Fully and Unconditionally Guaranteed by

PLUM CREEK TIMBER COMPANY, INC.

a Delaware corporation

PURCHASE AGREEMENT

Dated: November 14, 2012

Table of Contents



SECTION 1.	Representations and Warranties		2

(a)	Representations and Warranties by the Company and the Operating Partnership		2

	(i)	Compliance with Registration Requirements	2

	(ii)	Incorporated Documents	4

	(iii)	Independent Accountants	4

	(iv)	Financial Statements	4

	(v)	Disclosure Package	4

	(vi)	Operating Partnership and Company Not Ineligible Issuers	5

	(vii)	Issuer Free Writing Prospectuses	5

	(viii)	Distribution of Offering Material By the Operating Partnership and the Company	5

	(ix)	No Material Adverse Change	6

	(x)	Good Standing of the Company	6

	(xi)	Good Standing of Subsidiaries	6

	(xii)	Capitalization	7

	(xiii)	Authorization of Agreement	7

	(xiv)	Authorization of the Indenture	7

	(xv)	Authorization of the Debt Securities	7

	(xvi)	Authorization of Guarantee	7

	(xvii)	Description of Securities and Indenture	7

	(xviii)	Absence of Defaults and Conflicts	8

	(xix)	Absence of Proceedings	8

	(xx)	Accuracy of Exhibits	9

	(xxi)	Absence of Further Requirements	9



	(xxii)	Possession of Licenses and Permits	9

	(xxiii)	Title to Property	9

	(xxiv)	Investment Company Act	10

	(xxv)	Environmental Laws	10

	(xxvi)	REIT	10

	(xxvii)	Plan Assets	11

	(xxviii)	Regulations T, U and X	11

	(xxix)	Partnership Classification	11

	(xxx)	Controls	11

	(xxxi)	No Fiduciary Duty	11

	(xxxii)	Foreign Corrupt Practices Act	12

	(xxxiii)	Money Laundering Laws	12

	(xxxiv)	OFAC	12

(b)	Officer’s Certificates		13

SECTION 2.	Sale and Delivery to Underwriters; Closing		13

(a)	Terms		13

(b)	Payment		13

(c)	Denominations; Registration		13

SECTION 3.	Covenants of the Operating Partnership and the Company		14

(a)	Compliance with Securities Regulations and Commission Requests		14

(b)	Filing of Amendments		14

(c)	Delivery of Registration Statements		14

(d)	Delivery of Prospectuses		15

(e)	Continued Compliance with Securities Laws		15

(f)	Final Term Sheet		16



(g)	Permitted Free Writing Prospectus	16

(h)	Registration Statement Renewal Deadline	16

(i)	Notice of Inability to Use Automatic Shelf Registration Statement Form	17

(j)	Filing Fees	17

(k)	Blue Sky Qualifications	17

(l)	Earnings Statement	17

(m)	Restriction on Sale of Securities	17

(n)	Reporting Requirements	17

(o)	DTC	18

(p)	Ratings	18

(q)	Use of Proceeds	18

(r)	Notification of Certain Events	18

SECTION 4.	Payment of Expenses	18

(a)	Expenses	18

(b)	Termination of Agreement	19

SECTION 5.	Conditions of Underwriters’ Obligations	19

(a)	Effectiveness of Registration Statement	19

(b)	Opinion of Counsel for the Operating Partnership and the Company	19

(c)	Opinion of General Counsel	20

(d)	Opinion of Counsel for Underwriters	20

(e)	Officers’ Certificate	20

(f)	Accountant’s Comfort Letter	20

(g)	Bring-down Comfort Letter	20

(h)	Ratings	20

(i)	Additional Documents	21

iii



(j)	Termination of Agreement	21

SECTION 6.	Indemnification	21

(a)	Indemnification of Underwriters by the Operating Partnership and the Company	21

(b)	Indemnification of the Operating Partnership, the Company, Directors and Officers	22

(c)	Actions against Parties; Notification	22

(d)	Settlement without Consent if Failure to Reimburse	23

SECTION 7.	Contribution	23

SECTION 8.	Representations, Warranties and Agreements to Survive Delivery	25

SECTION 9.	Termination of Agreement	25

(a)	Termination; General	25

(b)	Liabilities	25

SECTION 10.	Default by One or More of the Underwriters	26

SECTION 11.	Notices	26

SECTION 12.	Parties	26

SECTION 13.	GOVERNING LAW AND TIME	27

SECTION 14.	Patriot Act Notification.	27

SECTION 15.	Effect of Headings	27



SCHEDULES

	Schedule A – List of Underwriters	Sch A-1

	Schedule B – Issuer Free Writing Prospectuses included in Disclosure Package	Sch B-1

	Schedule C – Certain Terms of the Debt Securities	Sch C-1

	Schedule D – Form of Final Term Sheet	Sch D-1

EXHIBITS

	Exhibit A – Counsel Opinion to be Delivered Pursuant to Section 5(b).	A-1

	Exhibit B – Counsel Opinion to be Delivered Pursuant to Section 5(c)	B-1

PLUM CREEK TIMBERLANDS, L.P.

$325,000,000

3.25% Notes due 2023

Fully and Unconditionally Guaranteed by

PLUM CREEK TIMBER COMPANY, INC.

PURCHASE AGREEMENT

November 14, 2012

Goldman, Sachs & Co.

J.P. Morgan Securities LLC

RBS Securities Inc.

as Representatives of the several Underwriters

c/o Goldman, Sachs & Co.

200 West Street

New York, NY 10282-2198

Ladies and Gentlemen:

Plum Creek Timberlands, L.P., a Delaware limited partnership (the “Operating Partnership”), and Plum Creek Timber Company, Inc., a Delaware corporation (the “Company”), confirm their respective agreements with the Underwriters named in Schedule A hereto (collectively, the “Underwriters,” which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), for whom Goldman, Sachs & Co., J.P. Morgan Securities LLC and RBS Securities Inc. are acting as representatives (in such capacity, the “Representatives”), with respect to the sale by the Operating Partnership and the purchase by the Underwriters, acting severally and not jointly, of the respective principal amount of the Operating Partnership’s 3.25% Notes due 2023 (the “Debt Securities”) listed in Schedule A hereto.

The Debt Securities will be fully and unconditionally guaranteed as to payment of the principal of, and premium, if any, and interest on, the Debt Securities (the “Guarantee” and, together with the Debt Securities, the “Securities”) by the Company. The Securities will be issued pursuant to an Indenture, dated as of November 14, 2005, among the Operating Partnership, the Company and U.S. Bank National Association, as trustee (the “Trustee”), as supplemented by an officer’s certificate, to be dated November 26, 2012 (such Indenture as amended or supplemented is herein referred to as the “Indenture”).

The Company and the Operating Partnership have prepared and filed with the Securities and Exchange Commission (the “Commission”) in accordance with the provisions of Securities Act of 1933, as amended (the “1933 Act”), and the rules and regulations of the Commission thereunder (the “1933 Act Regulations”), an automatic shelf registration statement on Form S-3 Nos. 333-178443 and 333-178443-01 (which contains a prospectus (the “Base Prospectus”)), relating to, among other things, certain securities (the “Shelf Securities”),

including the Securities, to be issued from time to time by the Company and the Operating Partnership. Such registration statement (as amended), at each time of effectiveness under the 1933 Act and the 1933 Act Regulations, including the information deemed to be a part thereof at such time pursuant to Rule 430B of the 1933 Act Regulations or pursuant to the Securities Exchange Act of 1934, as amended (the “1934 Act”), and the rules and regulations of the Commission thereunder (the “1934 Act Regulations”), are collectively referred to herein as the “Registration Statement”; provided, however, that the term “Registration Statement” shall be deemed to include information contained in the Prospectus Supplement (as defined below) that is retroactively deemed to be a part of such registration statement (as amended) as of the time specified in Rule 430B of the 1933 Act Regulations. The Base Prospectus and the final prospectus supplement relating to the offering of the Securities (the “Prospectus Supplement”), in the form first furnished or made available to the Underwriters by the Operating Partnership and the Company for use in connection with the offering of the Securities, are collectively referred to herein as the “Prospectus”. A “preliminary prospectus” means any preliminary prospectus supplement relating to the Securities and the offering thereof, together with the Base Prospectus. All references to the Registration Statement, the Prospectus or any preliminary prospectus (including as part of the Disclosure Package (as defined below)) shall also be deemed to include all documents incorporated therein by reference pursuant to Item 12 of Form S-3 under the 1933 Act prior to the execution of this Agreement. All references to amendments or supplements to the Registration Statement, the Prospectus or any preliminary prospectus (including as part of the Disclosure Package) shall be deemed to include the filing of any document under the 1934 Act which is incorporated by reference in the Registration Statement, the Prospectus or such preliminary prospectus, as the case may be, after the execution of this Agreement, in the case of the Registration Statement, or the respective issue dates, in the case of the Prospectus and any preliminary prospectus. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or any preliminary prospectus (including as part of the Disclosure Package) or to any amendment or supplement to any of the foregoing shall be deemed to be the electronically transmitted copy thereof filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval system (“EDGAR”).

All references to financial statements and schedules and other information which is “contained,” “included” or “stated” (or other references of like import) in the Registration Statement, the Prospectus or any preliminary prospectus (including as part of the Disclosure Package) or any amendment or supplement thereto shall be deemed to include all such financial statements and schedules and other information which is incorporated therein by reference, as the case may be.

SECTION 1. Representations and Warranties.

(a) Representations and Warranties by the Company and the Operating Partnership. Each of the Company and the Operating Partnership, jointly and severally, represents and warrants to each Underwriter as of the date hereof and as of the Closing Time referred to in Section 2(b) hereof, and agrees with each Underwriter, as follows:

(i) Compliance with Registration Requirements. (A) At the time of filing the Registration Statement, (B) at the time of the most recent amendment thereto for the purposes of complying with Section 10(a)(3) of the 1933 Act (whether such amendment

was by post-effective amendment, incorporated report filed pursuant to Section 13 or 15(d) of the 1934 Act or form of prospectus), (C) at the time the Operating Partnership or the Company or any person acting on its or their behalf (within the meaning, for this clause only, of Rule 163(c) of the 1933 Act Regulations) made any offer relating to the Securities in reliance on the exemption of Rule 163 of the 1933 Act Regulations, and (D) on the date of this Agreement (with such date being used as the determination date for purposes of this clause (D)), each of the Operating Partnership and the Company was and is a “well-known seasoned issuer” (as defined in Rule 405 of the 1933 Act Regulations). The Registration Statement is an “automatic shelf registration statement”, as defined in Rule 405 of the 1933 Act Regulations, that initially became effective within three years of the date hereof, and neither the Operating Partnership nor the Company has received from the Commission any notice pursuant to Rule 401(g)(2) of the 1933 Act Regulations objecting to use of the automatic shelf registration statement form and neither the Operating Partnership nor the Company has otherwise ceased to be eligible to use the automatic shelf registration statement form.

No stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto has been issued under the 1933 Act, no order preventing or suspending the use of any preliminary prospectus or the Prospectus has been issued and no proceedings for any of those purposes have been instituted or are pending or, to the knowledge of the Company and the Operating Partnership, contemplated. The Company and the Operating Partnership have complied with each request (if any) from the Commission for additional information.

The Registration Statement, at each time of effectiveness under the 1933 Act and the 1933 Act Regulations (each, an “Effective Date”), did not contain, and any post-effective amendment thereto, at such date, did not contain, any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The Registration Statement, at each Effective Date, complied, and the Prospectus, at the time it is filed with the Commission pursuant to Rule 424(b) under the 1933 Act, and as amended or supplemented, if applicable, when so filed, will comply, in all material respects with the 1933 Act, the 1933 Act Regulations and the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”). The Prospectus, as of its date, did not include, and, as amended or supplemented, if applicable, and, as of the Closing Time, will not include, any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement or the Prospectus made in reliance upon and in conformity with information furnished to the Company and the Operating Partnership in writing by any Underwriter through the Representatives expressly for use in the Registration Statement or the Prospectus and to those parts of the Registration Statement that constitute the Statement of Eligibility (Form T-1) under the Trust Indenture Act of the Trustee. The preliminary prospectus and the Prospectus delivered or made available to the Underwriters for use in connection with the offering of the Securities was identical to the electronically transmitted copies thereof filed with the Commission pursuant to EDGAR, except to the extent permitted by Regulation S-T.

(ii) Incorporated Documents. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, the Prospectus and the Disclosure Package, at the time they were or hereafter are filed with the Commission, complied or will comply in all material respects with the requirements of the 1934 Act and the 1934 Act Regulations.

(iii) Independent Accountants. The accountants who certified the financial statements and supporting schedules included in the Registration Statement, the Prospectus and the Disclosure Package are independent registered public accountants as required by the 1933 Act and the 1933 Act Regulations.

(iv) Financial Statements. The financial statements included in the Registration Statement, the Prospectus and the Disclosure Package, together with the related schedules and notes, present fairly, in all material respects, the financial position of the respective entity or entities presented therein at the dates indicated and the statement of operations, stockholders’ equity and cash flows of the respective entity or entities presented therein for the periods specified. Such financial statements have been prepared in conformity with generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods involved, except as set forth therein. The supporting schedules, if any, included in the Registration Statement, the Prospectus and the Disclosure Package present fairly, in all material respects, in accordance with GAAP the information required to be stated therein. No historical or pro forma financial statements are required to be included in the Registration Statement, the Prospectus or the Disclosure Package under the 1933 Act or the 1933 Act Regulations that have not been included therein. The interactive data in eXtensible Business Reporting Language incorporated by reference in the Registration Statement, the Prospectus or the Disclosure Package fairly presents the information called for, in all material respects, and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto.

(v) Disclosure Package. The term “Disclosure Package” shall mean (A) any preliminary prospectus relating to the Securities or the offering thereof delivered or made available to the Underwriters by the Operating Partnership or the Company prior to execution of this Agreement, (B) the Issuer Free Writing Prospectuses specified in Schedule B to this Agreement and (C) any other free writing prospectus that the Operating Partnership, the Company and the Representatives agree to treat as part of the Disclosure Package. As of 2:50 p.m., New York City time, on November 14, 2012 (the “Applicable Time”), the Disclosure Package did not include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from the Disclosure Package made in reliance upon and in conformity with information furnished to the Operating Partnership and the Company in writing by any Underwriter through the Representatives expressly for use therein. “Issuer Free Writing Prospectus” means any “issuer free writing prospectus,” as defined in Rule 433 of the 1933 Act Regulations (“Rule 433”), including without limitation any “free writing prospectus” (as defined in Rule 405 of the 1933 Act Regulations) relating to the Securities that is (i) required to be filed with the Commission by the Company, (ii) a “road show that is a written

communication” within the meaning of Rule 433(d)(8)(i), whether or not required to be filed with the Commission, (iii) exempt from filing with the Commission pursuant to Rule 433(d)(5)(i) because it contains a description of the Securities or of the offering that does not reflect the final terms, in each case in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company’s records pursuant to Rule 433(g), or (iv) the Final Term Sheet (as defined herein).

(vi) Operating Partnership and Company Not Ineligible Issuers. (A) At the earliest time after the filing of the Registration Statement that the Operating Partnership, the Company or another offering participant made a bona fide offer (within the meaning of Rule 164(h)(2) of the 1933 Act Regulations) of the Securities and (B) as of the date of the execution and delivery of this Agreement (with such date being used as the determination date for purposes of this clause (B)), neither the Operating Partnership nor the Company was or is an ineligible issuer (as defined in Rule 405 of the 1933 Act Regulations) (an “Ineligible Issuer”), without taking account of any determination by the Commission pursuant to Rule 405 of the 1933 Act Regulations that it is not necessary that either such entity be considered an Ineligible Issuer.

(vii) Issuer Free Writing Prospectuses. No Issuer Free Writing Prospectus, from and including its issue date through the completion of the offering of the Securities or until any earlier date that the Operating Partnership and the Company notified or notify the Underwriters as described in the next sentence, included, includes or will include any information that conflicted, conflicts or will conflict with the information contained in the Registration Statement, the Prospectus or the Disclosure Package, including any document incorporated therein by reference that has not been superseded or modified. If at any time following issuance of an Issuer Free Writing Prospectus there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus conflicted or would conflict with the information contained in the Registration Statement, the Operating Partnership and the Company have promptly notified or will promptly notify the Underwriters and have promptly amended or supplemented or will promptly amend or supplement, at their own expense, such Issuer Free Writing Prospectus to eliminate or correct such conflict. The foregoing two sentences do not apply to statements in or omissions from any Issuer Free Writing Prospectus made in reliance upon and in conformity with information furnished to the Operating Partnership and the Company in writing by any Underwriter through the Representatives expressly for use therein.

(viii) Distribution of Offering Material By the Operating Partnership and the Company. Neither the Operating Partnership nor the Company has distributed or will distribute, prior to the later of the Closing Time and the completion of the Underwriters’ distribution of the Securities, any offering material in connection with the offering and sale of the Securities other than (A) the Registration Statement, (B) the Base Prospectus, (C) any preliminary prospectus, (D) the Prospectus, (E) any Issuer Free Writing Prospectus reviewed and consented to by the Underwriters pursuant to Section 3(g) or (F) any free writing prospectus that the Operating Partnership, the Company and the Representatives agree to treat as part of the Disclosure Package.

(ix) No Material Adverse Change. Since the respective dates as of which information is given in the Registration Statement, the Prospectus or the Disclosure Package, except as otherwise stated in the Registration Statement, the Prospectus and the Disclosure Package, (A) there has been no material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business (a “Material Adverse Effect”), (B) there have been no transactions entered into by the Company or any of its subsidiaries, other than those in the ordinary course of business, which are material with respect to the Company and its subsidiaries considered as one enterprise, and (C) except for regular quarterly dividends on the Company’s common stock in amounts per share that are consistent with past practice, there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its capital stock or the Operating Partnership with respect to its partnership interests.

(x) Good Standing of the Company. The Company has been duly organized and is validly existing as a corporation in good standing under the laws of the State of Delaware and has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the Prospectus and the Disclosure Package and to enter into and perform its obligations under this Agreement, the Indenture and the Guarantee. The Company is duly qualified as a foreign corporation to transact business and is in good standing in each other jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect.

(xi) Good Standing of Subsidiaries. Each “significant subsidiary” of the Company (including the Operating Partnership) or of the Operating Partnership (as such term is defined in Rule 1-02 of Regulation S-X) (each, a “Subsidiary” and, collectively, the “Subsidiaries”) has been duly organized and is validly existing as a corporation, partnership or limited liability company in good standing under the laws of the jurisdiction of its formation, has corporate, partnership or limited liability company power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the Prospectus and the Disclosure Package and is duly qualified as a foreign corporation, partnership or limited liability company to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect. Except as otherwise disclosed in the Registration Statement, the Prospectus and the Disclosure Package, all of the issued and outstanding equity interests of each Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company or the Operating Partnership, as applicable, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity, and none of the outstanding equity interests of any Subsidiary were issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. Other than the Subsidiaries, neither the Company nor the Operating Partnership has any subsidiary that individually is, or in the aggregate with other non-Subsidiaries would be, a “significant subsidiary” within the meaning of Rule 1-02 of Regulation S-X.

(xii) Capitalization. All of the Operating Partnership’s outstanding partnership interests have been duly authorized for issuance by the Operating Partnership and are validly issued and fully paid. All of the shares of issued and outstanding capital stock of the Company have been duly authorized for issuance by the Company and are validly issued, are fully paid and non-assessable. None of the outstanding shares of capital stock of the Company were issued in violation of the preemptive or other similar rights of any securityholder of the Company.

(xiii) Authorization of Agreement. This Agreement has been duly authorized, executed and delivered by each of the Operating Partnership and the Company.

(xiv) Authorization of the Indenture. The Indenture has been duly authorized by the Operating Partnership and the Company and, assuming due authorization, execution and delivery by the Trustee, constitutes a valid and legally binding obligation of each of the Company and the Operating Partnership, enforceable against each of the Company and the Operating Partnership in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general principles of equity. The Indenture has been duly qualified under the 1939 Act.

(xv) Authorization of the Debt Securities. The Debt Securities have been duly authorized for issuance by the Operating Partnership and, when executed and delivered by the Operating Partnership, authenticated by the Trustee pursuant to the provisions of the Indenture and delivered to and paid for by the Underwriters as provided herein, the Debt Securities will constitute valid and legally binding obligations of the Operating Partnership, enforceable against the Operating Partnership in accordance with their terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general principles of equity. The Debt Securities will be entitled to the benefits of the Indenture.

(xvi) Authorization of Guarantee. The Guarantee has been duly authorized for issuance by the Company and, when executed and delivered by the Company, and when the Debt Securities are executed, authenticated and delivered pursuant to the provisions of the Indenture against payment of the purchase price therefor by the Underwriters as provided herein, will constitute a valid and legally binding obligation of the Company, enforceable against the Company in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general principles of equity. The Guarantee will be in the form contemplated by the Indenture.

(xvii) Description of Securities and Indenture. The Securities and the Indenture conform in all material respects to all statements relating thereto included in

the Registration Statement, the Prospectus and the Disclosure Package and such description conforms in all material respects to the rights set forth in the instruments defining the same.

(xviii) Absence of Defaults and Conflicts. None of the Company, the Operating Partnership or any of their respective subsidiaries is (A) in violation of its charter, by-laws, certificate of limited partnership, partnership agreement, limited liability agreement or other organizational instrument, (B) in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which it is a party or by which it may be bound, or to which any of its properties is subject (collectively, “Agreements and Instruments”) except for such defaults that would not result in a Material Adverse Effect, or (C) in violation of any law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company, the Operating Partnership or any of their respective subsidiaries or any of their respective properties or operations, except for such violations that would not, singly or in the aggregate, result in a Material Adverse Effect. The execution, delivery and performance of this Agreement, the Indenture and the Securities by the Company and the Operating Partnership, as applicable, and the consummation of the transactions contemplated herein and compliance by the Company and the Operating Partnership with their respective obligations hereunder have been duly authorized by all necessary action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any properties of the Company, the Operating Partnership or any of their respective subsidiaries pursuant to, the Agreements and Instruments (except for such conflicts, breaches or defaults or liens, charges or encumbrances that would not result in a Material Adverse Effect), nor will such action result in any violation of the provisions of any organizational instrument of the Company, the Operating Partnership or any of their respective subsidiaries or any law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company, the Operating Partnership or any of their respective subsidiaries or any of their respective properties or operations and that is, to the knowledge of the Company or the Operating Partnership, applicable to the Company, the Operating Partnership or any of their respective subsidiaries. As used herein, a “Repayment Event” means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company, the Operating Partnership or any of their respective subsidiaries.

(xix) Absence of Proceedings. There is no action, suit, proceeding, inquiry or investigation before or brought by any court or governmental agency or body, domestic or foreign, now pending, or, to the knowledge of the Company or the Operating Partnership, threatened, against or affecting the Company, the Operating Partnership or any of their respective subsidiaries, which is required to be disclosed in the Registration

Statement or the Prospectus (other than as disclosed therein), or which would reasonably be expected to result in a Material Adverse Effect, or which would reasonably be expected to materially and adversely affect the consummation of the transactions contemplated in this Agreement, the Indenture and the Securities or the performance by the Company or the Operating Partnership of their respective obligations hereunder or thereunder. The aggregate of all pending legal or governmental proceedings to which the Company, the Operating Partnership or any of their respective subsidiaries is a party or of which any of their respective properties is subject which are not described in the Registration Statement, the Prospectus and the Disclosure Package, including ordinary routine litigation incidental to the business, would not reasonably be expected to result in a Material Adverse Effect.

(xx) Accuracy of Exhibits. There are no contracts or documents which are required to be described in the Registration Statement, the Prospectus or the documents incorporated by reference therein or to be filed as exhibits thereto which have not been so described and filed as required.

(xxi) Absence of Further Requirements. No filing with, or authorization, approval, consent, license, order, registration, qualification or decree of, any court or governmental authority or agency is necessary or required for the authorization, execution, delivery or performance by the Company or the Operating Partnership of this Agreement or under the Indenture or the Securities, in connection with the offering and sale of the Securities hereunder or the consummation by the Company or the Operating Partnership of the transactions contemplated by this Agreement, except such as have been already obtained or as may be required under the 1933 Act, the 1933 Act Regulations and state securities laws.

(xxii) Possession of Licenses and Permits. The Company, the Operating Partnership and their respective subsidiaries possess such permits, licenses, approvals, consents and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate federal, state, local or foreign regulatory agencies or bodies necessary to conduct the business now operated by them, except where the failure to possess such authorizations would not, individually or in the aggregate, result in a Material Adverse Effect. The Company, the Operating Partnership and their respective subsidiaries are in compliance with the terms and conditions of all Governmental Licenses, except where the failure so to comply would not, singly or in the aggregate, have a Material Adverse Effect. All of the Governmental Licenses are valid and in full force and effect, except when the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not have a Material Adverse Effect. None of the Company, the Operating Partnership or any of their respective subsidiaries has received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would result in a Material Adverse Effect.

(xxiii) Title to Property. The Company, the Operating Partnership and their respective subsidiaries have good and marketable title to all real property (other than timberlands) owned by them and good title to all other properties (including timberlands)

owned by them, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except such as (a) are described in the Registration Statement, the Prospectus and the Disclosure Package or (b) such defects in title and, in the case of properties which are leased, such defects in leasehold interests, as would not reasonably be expected to materially impair the value of all such properties or materially interfere with the ordinary conduct of the business of the Company, the Operating Partnership and their respective subsidiaries as currently conducted and currently proposed to be conducted.

(xxiv) Investment Company Act. Neither the Company nor the Operating Partnership is or, solely after giving effect to the offering and sale of the Securities and the application of the proceeds thereof as described in the Disclosure Package and the Prospectus, will be an “investment company”, as such term is defined in the Investment Company Act of 1940, as amended (the “1940 Act”).

(xxv) Environmental Laws. Except as described in the Registration Statement, the Prospectus and the Disclosure Package and except as would not, singly or in the aggregate, result in a Material Adverse Effect, (A) none of the Company, the Operating Partnership or any of their respective subsidiaries is in violation of any federal, state, local or foreign statute, law, rule, regulation, ordinance, code, policy or rule of common law or any judicial or administrative interpretation thereof, including any judicial or administrative order, consent, decree or judgment, relating to pollution or protection of human health, the environment (including, without limitation, ambient air, surface water, groundwater, land surface or subsurface strata) or wildlife, including, without limitation, laws and regulations relating to the release or threatened release of chemicals, pollutants, contaminants, wastes, toxic substances, hazardous substances, petroleum or petroleum products (collectively, “Hazardous Materials”) or to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Hazardous Materials (collectively, “Environmental Laws”), (B) the Company, the Operating Partnership and their respective subsidiaries have all permits, authorizations and approvals required under any applicable Environmental Laws and are each in compliance with their requirements, (C) there are no pending or, to the knowledge of the Company or the Operating Partnership, threatened administrative, regulatory or judicial actions, suits, demands, demand letters, claims, liens, notices of noncompliance or violation, investigation or proceedings relating to any Environmental Law against the Company, the Operating Partnership or any of their respective subsidiaries and (D) to the knowledge of the Company and the Operating Partnership, there are no events or circumstances that would reasonably be expected to form the basis of an order for clean-up or remediation, or an action, suit or proceeding by any private party or governmental body or agency, against or affecting the Company, the Operating Partnership or any of their respective subsidiaries relating to Hazardous Materials or any Environmental Laws.

(xxvi) REIT. Beginning with its tax year that ended on December 31, 1999, the Company has been, and will for all taxable years thereafter continue to be, organized in conformity with the requirements for qualification as a “real estate investment trust” (a “REIT”) under the Internal Revenue Code of 1986, as amended (the “Code”). The

Company has operated its business in a manner that has allowed it and will allow it to qualify as a REIT. The Company has elected to be subject to tax as a REIT on its federal income tax return (and on any appropriate state tax return) for each year beginning with the tax year that ended on December 31, 1999 and said election has not been terminated or revoked.

(xxvii) Plan Assets. The assets of the Operating Partnership and its subsidiaries do not constitute “plan assets” under the Employee Retirement Income Security Act of 1974, as amended, including the regulations and published interpretations thereof.

(xxviii) Regulations T, U and X. None of the transactions contemplated by this Agreement (including, without limitation, the use of the net proceeds from the sale of the Securities) will violate or result in a violation by the Operating Partnership or the Company of Section 7 of the 1934 Act, or any regulation promulgated thereunder, including, without limitation, Regulations T, U and X of the Board of Governors of the Federal Reserve System.

(xxix) Partnership Classification. Since their formation the Operating Partnership and each other subsidiary of the Company or the Operating Partnership that is a partnership have been properly classified as partnerships or disregarded entities and not as corporations or as associations or publicly traded partnerships subject to tax as corporations, for federal income tax purposes.

(xxx) Controls. The Company maintains a system of internal control over financial reporting (as such term is defined in Rule 13a-15(f) of the 1934 Act Regulations) that complies with the requirements of the 1934 Act and has been designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. The internal control over financial reporting of the Company is effective and the Company is not aware of any material weaknesses in its internal control over financial reporting. The Company maintains disclosure controls and procedures (as such term is defined in Rule 13a-15(e) of the 1934 Act Regulations) that comply with the requirements of the 1934 Act; such disclosure controls and procedures have been designed to ensure that material information relating to the Company and its subsidiaries is made known to the Company’s principal executive officer and principal financial officer by others within those entities; and such disclosure controls and procedures are effective.

(xxxi) No Fiduciary Duty. The Company and the Operating Partnership each acknowledge and agree that (i) the purchase and sale of the Securities pursuant to this Agreement is an arm’s-length commercial transaction between the Company and the Operating Partnership, on the one hand, and the several Underwriters, on the other, (ii) in connection therewith and with the process leading to such transaction, each Underwriter is acting solely as principal and not the agent or fiduciary of the Company or the Operating Partnership, (iii) no Underwriter has assumed an advisory or fiduciary responsibility in favor of the Company or the Operating Partnership with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether such

Underwriter has advised or is currently advising the Company or the Operating Partnership on other matters) or any other obligations of the Company or the Operating Partnership except the obligations expressly set forth in this Agreement and (iv) the Company and the Operating Partnership have consulted their own legal and financial advisors to the extent it deemed appropriate. The Company and the Operating Partnership each agrees that it will not claim that the Underwriters, or any of them, has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the Company or the Operating Partnership, in connection with the offering of the Securities or the process leading thereto.

(xxxii) Foreign Corrupt Practices Act. None of the Company, any of its subsidiaries or, to the knowledge of the Company and the Operating Partnership, any director, officer, agent, employee, affiliate or other person acting on behalf of the Company or any of its subsidiaries is aware of or has taken any action, directly or indirectly, that would result in a violation by such persons of the Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder (the “FCPA”), including, without limitation, making use of the mails or any means or instrumentality of interstate commerce corruptly in furtherance of an offer, payment, promise to pay or authorization of the payment of any money, or other property, gift, promise to give, or authorization of the giving of anything of value to any “foreign official” (as such term is defined in the FCPA) or any foreign political party or official thereof or any candidate for foreign political office, in contravention of the FCPA. The Company, the Operating Partnership and, to the knowledge of the Company and the Operating Partnership, their affiliates have conducted their businesses in compliance with the FCPA and have instituted and maintain policies and procedures designed to ensure, and which are reasonably expected to continue to ensure, continued compliance therewith.

(xxxiii) Money Laundering Laws. The operations of the Company and its subsidiaries are and have been conducted at all times in material compliance with applicable financial recordkeeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970, as amended, the money laundering statutes of all jurisdictions where the Company and its subsidiaries conduct business, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any government, government instrumentality or court (collectively, the “Money Laundering Laws”). No action, suit or proceeding by or before any government, government instrumentality or court involving the Company or any of its subsidiaries with respect to the Money Laundering Laws is pending or, to the knowledge of the Company and the Operating Partnership, threatened.

(xxxiv) OFAC. None of the Company, any of its subsidiaries or, to the knowledge of the Company and the Operating Partnership, any director, officer, agent, employee, affiliate or other person acting on behalf of the Company or any of its subsidiaries is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”). The Company and the Operating Partnership will not directly or indirectly use the proceeds of the sale of the Securities, or lend, contribute or otherwise make available such proceeds to any of their

respective subsidiaries, joint venture partners or other person, for the purpose of financing the activities of any person currently subject to any U.S. sanctions administered by OFAC.

(b) Officer’s Certificates. Any certificate signed by any officer or other representative of the Company, the Operating Partnership or any of their respective subsidiaries that is delivered to the Representatives or to counsel for the Underwriters shall be deemed a representation and warranty by the Company, the Operating Partnership or such respective subsidiary, as applicable, to each Underwriter as to the matters covered thereby.

SECTION 2. Sale and Delivery to Underwriters; Closing.

(a) Terms. On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Operating Partnership agrees to sell to each Underwriter, severally and not jointly, and each Underwriter, severally and not jointly, agrees to purchase from the Operating Partnership, at the purchase price per Debt Security set forth in Schedule C, the aggregate principal amount of Debt Securities set forth in Schedule A opposite the name of such Underwriter, plus any additional number of Debt Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof, and the Company agrees to execute the Guarantee in respect of the Debt Securities. The Debt Securities shall have the terms specified in Schedule C hereto, among other terms specified in the Disclosure Package.

(b) Payment. Payment of the purchase price for, and delivery of certificates for, the Securities shall be made at the offices of Sidley Austin LLP, 787 Seventh Avenue, New York, New York, 10019, or at such other place as shall be agreed upon by the Representatives, the Company and the Operating Partnership, at 9:00 A.M., New York City time, on the fourth business day after the date hereof, or such other time not later than ten business days after such date as shall be agreed upon by the Representatives, the Company and the Operating Partnership (such time and date of payment and delivery being herein called “Closing Time”).

Payment shall be made to the Operating Partnership by wire transfer of immediately available funds to a bank account designated by the Operating Partnership against delivery to the Representatives for the respective accounts of the Underwriters of certificates for the Securities to be purchased by them. It is understood that each Underwriter has authorized the Representatives, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Securities which it has agreed to purchase. Goldman, Sachs & Co. individually and not as representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Securities to be purchased by any Underwriter whose funds have not been received by the Closing Time, but such payment shall not relieve such Underwriter from its obligations hereunder.

(c) Denominations; Registration. The Securities shall be issued in book-entry only form and shall be represented by one or more global certificates in such denominations and registered in such names as the Representatives may request in writing at least one full business day before the Closing Time. The certificates representing the Securities will be made available for examination and packaging by the Representatives in The City of New York not later than 10:00 A.M., New York City time, on the business day prior to the Closing Time.

SECTION 3. Covenants of the Operating Partnership and the Company. Each of the Operating Partnership and the Company, jointly and severally, covenants with each Underwriter as follows:

(a) Compliance with Securities Regulations and Commission Requests. The Company and the Operating Partnership, subject to Section 3(b), will comply with the requirements of Rule 430B and will notify the Representatives immediately, and confirm the notice in writing if requested by the Representatives, upon the occurrence of any of the following events after the date hereof and prior to completion of the distribution of the Securities, (i) when any post-effective amendment to the Registration Statement shall become effective, or any amendment or supplement to the Prospectus or any preliminary prospectus shall have been filed, (ii) of the receipt of any comments from the Commission, (iii) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Prospectus or for additional information, (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of any order preventing or suspending the use of the Prospectus or any preliminary prospectus, or of the suspension of the qualification of the Securities for offering or sale in any jurisdiction, or of the initiation or threatening of any proceedings for any of such purposes or of an examination pursuant to Section 8(d) or 8(e) of the 1933 Act concerning the Registration Statement and (v) if the Company or the Operating Partnership becomes the subject of a proceeding under Section 8A of the 1933 Act in connection with the offering of the Securities. The Operating Partnership and the Company will promptly effect the filings necessary pursuant to Rule 424(b), in the manner and within the time period required by Rule 424(b) (without reliance on Rule 424(b)(8)), and will take such steps as it deems necessary to ascertain promptly whether the form of prospectus transmitted for filing under Rule 424(b) was received for filing by the Commission and, in the event that it was not, it will promptly file such prospectus. The Operating Partnership and the Company will make every reasonable effort to prevent the issuance of any stop order and, if any stop order is issued, to obtain the lifting thereof at the earliest possible moment.

(b) Filing of Amendments. From the date hereof until the later of (x) the completion of the distribution of the Securities and (y) the Closing Time, the Operating Partnership and the Company will give the Representatives notice of its intention to file or prepare a new registration statement containing the Prospectus or any amendment to the Registration Statement or any amendment or supplement to the Base Prospectus, any preliminary prospectus or the Prospectus, whether pursuant to the 1933 Act, the 1934 Act or otherwise, will furnish the Representatives with copies of any such documents a reasonable amount of time prior to such proposed filing or use, as the case may be, and will not file or use any such document to which the Representatives or counsel for the Underwriters shall reasonably object.

(c) Delivery of Registration Statements. The Operating Partnership and the Company have furnished, will deliver or have made available, to the Representatives and counsel for the Underwriters, without charge, copies of the Registration Statement as originally filed and any new registration statement containing the Prospectus and, in each case, any amendment thereto (including exhibits filed therewith or incorporated by reference therein and documents

incorporated or deemed to be incorporated by reference therein) and copies of all consents and certificates of experts, and will also deliver to the Representatives or will also make available, without charge, a conformed copy of the Registration Statement as originally filed and of each amendment thereto (without exhibits) for each of the other Underwriters. The copies of the Registration Statement and any new registration statement containing the Prospectus and, in each case, any amendment thereto furnished to the Underwriters will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to EDGAR, except to the extent permitted by Regulation S-T.

(d) Delivery of Prospectuses. The Operating Partnership and the Company have delivered to each Underwriter, without charge, as many copies of each preliminary prospectus and any amendment or supplement thereto as such Underwriter reasonably requested, and each of the Operating Partnership and the Company hereby consents to the use of such copies for purposes permitted by the 1933 Act. The Operating Partnership and the Company will furnish or make available to each Underwriter, without charge, during the period when the Prospectus is required to be delivered (or but for the exemption afforded by Rule 172 of the 1933 Act Regulations would be required to be delivered) under the 1933 Act or the 1934 Act, such number of copies of the Prospectus (as amended or supplemented) as such Underwriter may reasonably request. Each preliminary prospectus and the Prospectus and any amendments or supplements thereto furnished to the Underwriters will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to EDGAR, except to the extent permitted by Regulation S-T.

(e) Continued Compliance with Securities Laws. Each of the Operating Partnership and the Company will comply with the 1933 Act and the 1933 Act Regulations and the 1934 Act and the 1934 Act Regulations so as to permit the completion of the distribution of the Securities as contemplated in this Agreement and in the Prospectus. If at any time when the Prospectus is required to be delivered (or but for the exemption afforded by Rule 172 of the 1933 Act Regulations would be required to be delivered) under the 1933 Act in connection with sales of the Securities, any event shall occur or condition shall exist as a result of which it is necessary, in the reasonable opinion of counsel for the Underwriters and for the Operating Partnership and the Company, to amend the Registration Statement in order that the Registration Statement will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading or amend or supplement the Prospectus or the Disclosure Package in order that the Prospectus or the Disclosure Package will not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein not misleading in the light of the circumstances existing at the time it is delivered or conveyed to a purchaser, or if it shall be necessary, in the reasonable opinion of such counsel, at any such time to amend the Registration Statement or amend or supplement the Prospectus or the Disclosure Package in order to comply with the requirements of the 1933 Act or the 1933 Act Regulations, the Operating Partnership and the Company will promptly prepare and file with the Commission, subject to Section 3(b) and Section 3(g), such amendment or supplement as may be necessary to correct such statement or omission or to make the Registration Statement, the Prospectus or the Disclosure Package comply with such requirements, and the Operating Partnership and the Company will furnish or make available to the Underwriters such number of copies of such amendment or supplement as the Underwriters may reasonably request.

(f) Final Term Sheet. The Operating Partnership and the Company will prepare a final term sheet, in a form approved by the Representatives and substantially in the form set forth in Schedule D to this Agreement, and will file such term sheet pursuant to Rule 433(d) of the 1933 Act Regulations within the time required by such rule (the “Final Term Sheet”). Any such Final Term Sheet is an Issuer Free Writing Prospectus for purposes of this Agreement.

(g) Permitted Free Writing Prospectus. Each of the Operating Partnership and the Company represents that it has not made, and agrees that, unless it obtains the prior written consent of the Representatives, it will not make, any offer relating to the Securities that would constitute an Issuer Free Writing Prospectus or that would otherwise constitute a “free writing prospectus” (as defined in Rule 405 of the 1933 Act Regulations) required to be filed by the Operating Partnership and the Company with the Commission or retained by the Operating Partnership and the Company under Rule 433; provided that the prior written consent of the Representatives shall be deemed to have been given in respect of each Issuer Free Writing Prospectus, if any, that is specified in Schedule B to this Agreement. Any such free writing prospectus consented to, or deemed consented to, by the Representatives is hereinafter referred to as a “Permitted Free Writing Prospectus”. Each of the Operating Partnership and the Company agrees that (i) it has treated and will treat, as the case may be, each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus, and (ii) has complied and will comply, as the case may be, with the requirements of Rules 164 and 433 of the 1933 Act Regulations applicable to any Permitted Free Writing Prospectus, including in respect in timely filing with the Commission, legending and record keeping. Each Underwriter agrees that, unless it obtains the prior written consent of the Operating Partnership, the Company and the Representatives, it will not make any offer relating to the Securities that would constitute a “free writing prospectus” (as defined in Rule 405 of the 1933 Act Regulations) required to be filed with the Commission under Rule 433; provided that the prior written consent of the Operating Partnership, the Company and the Representatives shall be deemed to have been given in respect of any free writing prospectus that (a) is not an “issuer free writing prospectus” (as defined in Rule 433), and (b) contains only (i) information describing the preliminary terms of the Securities or their offering, (ii) information permitted by Rule 134 of the 1933 Act Regulations or (iii) information that describes the final terms of the Securities or their offering and that is included in the Final Term Sheet contemplated in Section 3(f).

(h) Registration Statement Renewal Deadline. If immediately prior to the third anniversary (the “Renewal Deadline”) of the initial effective date of the Registration Statement, any of the Securities remain unsold by the Underwriters, the Operating Partnership and the Company will prior to the Renewal Deadline file, if they have not already done so, a new automatic shelf registration statement that includes the Securities, in a form reasonably satisfactory to the Underwriters, or, if no longer eligible to file such an automatic registration statement, a new shelf registration statement that includes the Securities and will use their respective reasonable best efforts to cause such registration statement to be declared effective within 180 days after the Renewal Deadline. Each of the Operating Partnership and the Company will take all other action reasonably necessary or appropriate to permit the public offering and sale of such Securities to continue as contemplated in the expired registration statement relating to such Securities. References herein to the Registration Statement shall include such new shelf registration statement.

(i) Notice of Inability to Use Automatic Shelf Registration Statement Form. If at any time when Securities remain unsold by the Underwriters the Operating Partnership or the Company receives from the Commission a notice pursuant to Rule 401(g)(2) or otherwise ceases to be eligible to use the automatic shelf registration statement form, the Operating Partnership and the Company will (i) promptly notify the Underwriters, (ii) promptly file a new registration statement or post-effective amendment on the proper form relating to the Securities, in a form reasonably satisfactory to the Underwriters, (iii) use their respective reasonable best efforts to cause such registration statement of post-effective amendment to be declared effective as promptly as practicable and (iv) promptly notify the Underwriters of such effectiveness. Each of the Operating Partnership and the Company will take all other action reasonably necessary or appropriate to permit the public offering and sale of the Securities to continue as contemplated in the registration statement that was the subject of the Rule 401(g)(2) notice or for which the Operating Partnership or the Company has otherwise become ineligible. References herein to the Registration Statement shall include such new registration statement or post-effective amendment, as the case may be.

(j) Filing Fees. The Operating Partnership and the Company agree to pay the required Commission filing fees relating to the Securities within the time required by Rule 456(b)(1) of the 1933 Act Regulations without regard to the proviso therein and otherwise in accordance with Rules 456(b) and 457(r) of the 1933 Act Regulations.

(k) Blue Sky Qualifications. The Operating Partnership and the Company will use their respective reasonable best efforts, in cooperation with the Underwriters, to qualify the Securities for offering and sale under the applicable securities laws of such states and other jurisdictions (domestic or foreign) as the Representatives may designate and to maintain such qualifications in effect for a period of not less than one year from the later of the effective date of the Registration Statement; provided, however, that neither the Operating Partnership nor the Company shall be obligated to file any general consent to service of process or to qualify as a foreign corporation or as a dealer in securities in any jurisdiction in which it is not so qualified or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subject. In each jurisdiction in which the Securities have been so qualified, the Operating Partnership and the Company will file such statements and reports as may be required by the laws of such jurisdiction to continue such qualification in effect for a period of not less than one year from the effective date of the Registration Statement.

(l) Earnings Statement. The Company will timely file such reports pursuant to the 1934 Act as are necessary in order to make generally available to its securityholders as soon as practicable an earnings statement for the purposes of, and to provide the benefits contemplated by, the last paragraph of Section 11(a) of the 1933 Act.

(m) Restriction on Sale of Securities. Between the date of this Agreement and the Closing Time, neither the Operating Partnership nor the Company will, without the Representatives’ prior written consent, offer to sell, enter into any agreement to sell or sell any debt securities (other than borrowings under any revolving credit agreement).

(n) Reporting Requirements. The Company, during the period when the Prospectus is required to be delivered (or but for the exemption afforded by Rule 172 of the 1933 Act

Regulations would be required to be delivered) under the 1933 Act or the 1934 Act, will file all documents required to be filed with the Commission pursuant to the 1934 Act within the time periods required by the 1934 Act and the 1934 Act Regulations.

(o) DTC. The Operating Partnership and the Company shall use their reasonable best efforts in cooperation with the Underwriters to permit the Securities to be eligible for clearance, settlement and trading through DTC.

(p) Ratings. The Operating Partnership and the Company will use their reasonable best efforts to enable Standard & Poor’s Ratings Services (“S&P”) and Moody’s Investors Service, Inc. (“Moody’s”) to provide their respective credit ratings of the Securities.

(q) Use of Proceeds. The Operating Partnership agrees to use the net proceeds from the sale of the Debt Securities in the manner described under “Use of Proceeds” in the Registration Statement, the Prospectus and the Disclosure Package.

(r) Notification of Certain Events. Prior to the Closing Time, the Operating Partnership and the Company will notify the Representatives immediately if any event occurs that renders any of the representations and warranties of the Operating Partnership and the Company contained herein inaccurate or incomplete.

SECTION 4. Payment of Expenses.

(a) Expenses. The Operating Partnership and the Company will pay or cause to be paid all expenses incident to the performance of their respective obligations under this Agreement, including (i) the preparation, printing and filing of the Registration Statement (including financial statements and exhibits) as originally filed and any new registration statement containing the Prospectus and, in each case, any amendment thereto, (ii) the preparation, issuance and delivery of the certificates for the Securities to the Underwriters, (iii) the fees and disbursements of their counsel, accountants and other advisors, (iv) subject to receipt of documentation (such documentation to be sufficient for this purpose if it is of a type customarily obtained by the Underwriters), the qualification of the Securities under securities laws in accordance with the provisions of Section 3(k) hereof, including filing fees and the reasonable fees and disbursements of counsel for the Underwriters in connection therewith and in connection with the preparation of the Blue Sky Survey and any supplement thereto not to exceed $5,000, (v) the printing and delivery to the Underwriters of copies of each preliminary prospectus, the Prospectus and each Issuer Free Writing Prospectus and, in each case, any amendments or supplements thereto, (vi) the preparation, printing and delivery to the Underwriters of copies of the Blue Sky Survey and any supplement thereto, (vii) any fees charged by a “nationally recognized statistical rating organization” (as such term is defined in Section 3 of the 1934 Act) for the rating of the Securities, (viii) the fees and expenses of the Trustee, including the reasonable fees and disbursements of counsel for the Trustee, in connection with the Indenture and the Securities, (ix) all expenses and fees incurred in connection with the clearance, settlement and trading of the Securities through DTC, (x) all expenses and fees incurred in connection with the application to obtain CUSIP numbers for the Securities, (xi) subject to receipt of documentation (such documentation to be sufficient for this purpose if it is of a type customarily obtained by the Underwriters), the filing fees incident to,

and the reasonable fees and disbursements of counsel to the Underwriters in connection with, the review by the Financial Industry Regulatory Authority, Inc. (“FINRA”) of the terms of the sale of Securities, (xii) their costs and expenses relating to investor presentations on any “road show” undertaken in connection with the marketing of the offering of the Securities, including, without limitation, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Operating Partnership and the Company, travel and lodging expenses of the representatives and officers of the Operating Partnership and the Company and any such consultants and the cost of any aircraft chartered in connection with the road show.

(b) Termination of Agreement. If this Agreement is terminated by the Representatives in accordance with the provisions of Section 5 or Section 9 hereof, the Operating Partnership and the Company shall reimburse the Underwriters for all of their out-of-pocket expenses, including the reasonable fees and disbursements of counsel for the Underwriters, subject to receipt of documentation of such expenses (such documentation to be sufficient for this purpose if it is of a type customarily obtained by the Underwriters).

SECTION 5. Conditions of Underwriters’ Obligations. The obligations of the several Underwriters hereunder are subject to the accuracy of the representations and warranties of the Operating Partnership and the Company contained in Section 1 hereof or in certificates of any officer or other representative of the Operating Partnership or the Company or any subsidiary thereof delivered pursuant to the provisions hereof, to the performance by the Operating Partnership and the Company of their respective covenants and other obligations hereunder, and to the following further conditions:

(a) Effectiveness of Registration Statement. The Registration Statement has become effective under the 1933 Act and at Closing Time no stop order suspending the effectiveness of the Registration Statement shall have been issued under the 1933 Act, no order preventing or suspending the use of any preliminary prospectus or the Prospectus should have been issued and no proceedings for any of those purposes shall have been initiated or threatened or any post-effective amendment thereto, and any request on the part of the Commission for additional information shall have been complied with to the reasonable satisfaction of counsel to the Underwriters. The Operating Partnership and the Company shall have filed the Prospectus with the Commission (including the information required by Rule 430B of the 1933 Act Regulations) in the manner and within the time period required by Rule 424(b) of the 1933 Act Regulations without reliance on Rule 424(b)(8) of the 1933 Act Regulations (or any required amendment to the Registration Statement providing the information required by such Rule 430B shall have been filed and become effective under the 1933 Act). The Final Term Sheet and any other material required to be filed by the Operating Partnership and the Company pursuant to Rule 433(d) of the 1933 Act Regulations shall have been filed with the Commission within the applicable time periods prescribed for such filings under such Rule 433.

(b) Opinion of Counsel for the Operating Partnership and the Company. At Closing Time, the Representatives shall have received an opinion, dated as of Closing Time, of Skadden, Arps, Slate, Meagher & Flom LLP, counsel for the Operating Partnership and the Company, in form and substance reasonably satisfactory to the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters.

(c) Opinion of General Counsel. At Closing Time, the Representatives shall have received an opinion, dated as of Closing Time, of José Quintana, Assistant General Counsel of the Company, in form and substance reasonably satisfactory to the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters.

(d) Opinion of Counsel for Underwriters. At Closing Time, the Representatives shall have received the favorable opinion, dated as of Closing Time, of Sidley Austin LLP, counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters, with respect to agreed upon matters. In giving such opinion such counsel may rely, as to all matters governed by the laws of jurisdictions other than the law of the State of New York and the federal law of the United States and the General Corporation Law of the State of Delaware, upon the opinions of counsel satisfactory to the Representatives. Such counsel may also state that, insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates of officers and other representatives of the Operating Partnership, Company and their respective subsidiaries and certificates of public officials.

(e) Officers’ Certificate. At Closing Time, there shall not have been, since the date hereof or since the respective dates as of which information is given in the Registration Statement, the Prospectus or the Disclosure Package, any Material Adverse Effect, and the Representatives shall have received a certificate of the President or a Vice President and of the chief financial or chief accounting officer of the Company, on behalf of the Company and as sole member of the general partner of the Operating Partnership, dated as of Closing Time, to the effect that (i) there has been no such Material Adverse Effect, (ii) the representations and warranties in Section 1(a) hereof are true and correct with the same force and effect as though expressly made at and as of Closing Time, (iii) the Operating Partnership and the Company have complied with all agreements and satisfied all conditions on their respective parts to be performed or satisfied at or prior to Closing Time, and (iv) no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been instituted or are pending or, to their knowledge, are contemplated by the Commission.

(f) Accountant’s Comfort Letter. At the time of the execution of this Agreement, the Representatives shall have received from Ernst & Young LLP a letter dated such date, in form and substance satisfactory to the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters containing statements and information of the type ordinarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and certain financial information contained in the Registration Statement, the Prospectus and the Disclosure Package.

(g) Bring-down Comfort Letter. At Closing Time, the Representatives shall have received from Ernst & Young LLP a letter, dated as of Closing Time, to the effect that they reaffirm the statements made in their respective letters furnished pursuant to subsection (f) of this Section, except that the specified date referred to shall be a date not more than three business days prior to Closing Time.

(h) Ratings. At the Closing Time, the Securities shall be rated at least “Baa2” by Moody’s and “BBB” by S&P, and the Operating Partnership and the Company shall have delivered to the Representatives evidence reasonably satisfactory to the Underwriters confirming

that the Securities have such ratings; and since the execution of the Agreement, there shall not have occurred a downgrading in, or withdrawal of, any rating assigned to the Securities or any other securities of the Operating Partnership or the Company by any nationally recognized statistical rating organization, and no such rating organization shall have publicly announced that it has under surveillance or review any rating of the Securities or any other securities of the Operating Partnership or the Company other than with positive implications.

(i) Additional Documents. At Closing Time, counsel for the Underwriters shall have been furnished with such documents and opinions as they may require for the purpose of enabling them to pass upon the sale of the Securities as herein contemplated, or in order to evidence the accuracy of any of the representations or warranties, or the fulfillment of any of the conditions, herein contained; and all proceedings taken by the Operating Partnership and the Company at or prior to the Closing Time in connection with the sale of the Securities as herein contemplated shall be reasonably satisfactory in form and substance to the Underwriters and counsel for the Underwriters.

(j) Termination of Agreement. If any condition specified in this Section shall not have been fulfilled when and as required to be fulfilled, this Agreement may be terminated by the Representatives by notice to the Operating Partnership and the Company at any time at or prior to Closing Time, and such termination shall be without liability of any party to any other party except as provided in Section 4 and except that Sections 1, 6, 7, 8 and 13 shall survive any such termination and remain in full force and effect.

SECTION 6. Indemnification.

(a) Indemnification of Underwriters by the Operating Partnership and the Company. Each of the Operating Partnership and the Company, jointly and severally, agrees to indemnify and hold harmless each Underwriter and each person, if any, who controls any Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act to the extent and in the manner set forth in clauses (i), (ii) and (iii) as follows:

(i) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, arising out of any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto), including the Rule 430B Information, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading or arising out of any untrue statement or alleged untrue statement of a material fact included in any preliminary prospectus, any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading;

(ii) against any and all loss, liability, claim, damage and expense whatsoever (which, in the case of legal expenses, must be reasonable), as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based, in each case, upon any such untrue statement or omission, or

any such alleged untrue statement or omission; provided that (subject to Section 6(d) below) any such settlement is effected with the written consent of the Operating Partnership and the Company; and

(iii) against any and all expense whatsoever, as incurred (including, subject to Section 6(c), the fees and disbursements of counsel chosen by the Representatives), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i) or (ii) above;

provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information furnished to the Operating Partnership and the Company by any Underwriter through the Representatives expressly for use in the Registration Statement (or any amendment thereto) or any preliminary prospectus, any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto).

(b) Indemnification of the Operating Partnership, the Company, Directors and Officers. Each Underwriter, severally and not jointly, agrees to indemnify and hold harmless the Operating Partnership, the Company, the Company’s directors, each of the Company’s officers who signed the Registration Statement, and each person, if any, who controls the Operating Partnership or the Company within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act against any and all loss, liability, claim, damage and expense described in the indemnity contained in subsection (a) of this Section as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto) or any preliminary prospectus, any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with written information furnished to the Operating Partnership and the Company by such Underwriter through the Representatives expressly for use in the Registration Statement (or any amendment thereto) or such preliminary prospectus, such Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto).

(c) Actions against Parties; Notification. Each indemnified party shall give notice as promptly as reasonably practicable to each indemnifying party of any action commenced against it in respect of which indemnity may be sought hereunder, but failure to so notify an indemnifying party shall not relieve such indemnifying party from any liability hereunder to the extent it is not materially prejudiced as a result thereof and in any event shall not relieve it from any liability which it may have otherwise than on account of this indemnity agreement. If it so elects within a reasonable time after receipt of such notice, upon providing notice thereof to the indemnified party, an indemnifying party shall be entitled to participate in such action and, to the extent that it shall wish, jointly with any other indemnifying parties receiving the notice required under the first sentence hereof, assume the defense of such action with counsel chosen by it (provided that such counsel is approved, in their reasonable discretion, by the indemnified parties who are defendants in such action) unless such indemnified parties reasonably object to such

assumption on the ground that there may be legal defenses available to them that are different from or in addition to those available to such indemnifying party. In the absence of such an election by an indemnifying party within a reasonable period of time after receipt of such notice to assume the defense of such an action or, in the event of a failure to assume the defense of such action within a reasonable period of time, in the case of parties indemnified pursuant to Sections 6(a) above, counsel to the indemnified parties shall be selected by the Representatives, and, in the case of parties indemnified pursuant to Section 6(b) above, counsel to the indemnified parties shall be selected by the Company. If an indemnifying party assumes the defense of such action, the indemnifying parties shall not be liable for any fees and expenses of counsel for the indemnified parties incurred thereafter in connection with such action. An indemnifying party may participate at its own expense in the defense of any such action; provided, however, that counsel to the indemnifying party shall not (except with the consent of the indemnified party) also be counsel to the indemnified party. In no event shall the indemnifying parties be liable for fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for all indemnified parties in connection with any one action or separate but similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances. No indemnifying party shall, without the prior written consent of the indemnified parties, settle or compromise or consent to the entry of any judgment with respect to any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever in respect of which indemnification or contribution could be sought under this Section 6 or Section 7 hereof (whether or not the indemnified parties are actual or potential parties thereto), unless such settlement, compromise or consent (i) includes an unconditional release of each indemnified party from all liability arising out of such litigation, investigation, proceeding or claim and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party.

(d) Settlement without Consent if Failure to Reimburse. Subject to Section 6(c), if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel, such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by Section 6(a)(ii) effected without its written consent if (i) such settlement is entered into more than 45 days after receipt by such indemnifying party of the aforesaid request, (ii) such indemnifying party shall have received notice of the terms of such settlement at least 30 days prior to such settlement being entered into and (iii) such indemnifying party shall not have reimbursed such indemnified party in accordance with such request prior to the date of such settlement.

SECTION 7. Contribution. If the indemnification provided for in Section 6 hereof is for any reason unavailable to or insufficient to hold harmless an indemnified party in respect of any losses, liabilities, claims, damages or expenses referred to therein, then each indemnifying party shall contribute to the aggregate amount of such losses, liabilities, claims, damages and expenses incurred by such indemnified party, as incurred, (i) in such proportion as is appropriate to reflect the relative benefits received by the Operating Partnership and the Company on the one hand and the Underwriters on the other hand from the offering of the Securities pursuant to this Agreement or (ii) if the allocation provided by clause (i) is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the Operating Partnership and the Company on the one hand and the Underwriters on the other hand in connection with the statements or omissions which resulted in such losses, liabilities, claims, damages or expenses, as well as any other relevant equitable considerations.

The relative benefits received by the Operating Partnership and the Company on the one hand and the Underwriters on the other hand in connection with the offering of the Securities pursuant to this Agreement shall be deemed to be in the same respective proportions as the total net proceeds from the offering of the Securities pursuant to this Agreement (before deducting expenses) received by the Operating Partnership and the total underwriting discount received by the Underwriters, in each case as set forth in the Prospectus, bear to the aggregate initial public offering price of the Securities as set forth on such cover.

The relative fault of the Operating Partnership and the Company on the one hand and the Underwriters on the other hand shall be determined by reference to, among other things, whether any such untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact relates to information supplied by the Operating Partnership or the Company or by the Underwriters and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission.

The Operating Partnership, the Company and the Underwriters agree that it would not be just and equitable if contribution pursuant to this Section 7 were determined by pro rata allocation (even if the Underwriters were treated as one entity for such purpose) or by any other method of allocation which does not take account of the equitable considerations referred to above in this Section 7. The aggregate amount of losses, liabilities, claims, damages and expenses incurred by an indemnified party and referred to above in this Section 7 shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue or alleged untrue statement or omission or alleged omission.

Notwithstanding the provisions of this Section 7, no Underwriter shall be required to contribute any amount in excess of the amount by which the total price at which the Securities underwritten by it and distributed to the public were offered to the public exceeds the amount of any damages which such Underwriter has otherwise been required to pay by reason of any such untrue or alleged untrue statement or omission or alleged omission.

No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the 1933 Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation.

For purposes of this Section 7, each person, if any, who controls an Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act shall have the same rights to contribution as such Underwriter, and each director of the Company, each officer of the Company who signed the Registration Statement and each person, if any, who controls the Operating Partnership or the Company within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act shall have the same rights to contribution as the Operating Partnership or the Company, as the case may be. The Underwriters’ respective obligations to contribute pursuant to this Section 7 are several in proportion to the number of Debt Securities set forth opposite their respective names in Schedule A hereto, and not joint.

SECTION 8. Representations, Warranties and Agreements to Survive Delivery. All representations, warranties and agreements contained in this Agreement or in certificates of officers or other representatives of the Operating Partnership or the Company or any of their respective subsidiaries submitted pursuant hereto, shall remain operative and in full force and effect, regardless of any investigation made by or on behalf of any Underwriter or controlling person, or by or on behalf of the Operating Partnership or the Company, and shall survive delivery of the Securities to the Underwriters.

SECTION 9. Termination of Agreement.

(a) Termination; General. The Representatives may terminate this Agreement, by notice to the Operating Partnership and the Company, at any time at or prior to Closing Time (i) if there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the Registration Statement, the Prospectus or the Disclosure Package, any Material Adverse Effect, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment of the Representatives, impracticable or inadvisable to market the Securities or to enforce contracts for the sale of the Securities, or (iii) if trading in any securities of the Operating Partnership or the Company has been suspended or materially limited by the Commission or the New York Stock Exchange or the Pacific Exchange, or if trading generally on the NYSE Amex Equities or the New York Stock Exchange or in the Nasdaq National Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the Commission, FINRA or any other governmental authority or a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States, or (iv) if a banking moratorium has been declared by either U.S. Federal or New York authorities.

(b) Liabilities. If this Agreement is terminated pursuant to this Section, such termination shall be without liability of any party to any other party except as provided in Section 4 hereof, and provided further that Sections 1, 6, 7, 8 and 13 shall survive such termination and remain in full force and effect.

SECTION 10. Default by One or More of the Underwriters. If one or more of the Underwriters shall fail at Closing Time to purchase the Securities which it or they are obligated to purchase under this Agreement (the “Defaulted Securities”), the Representatives shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the Representatives shall not have completed such arrangements within such 24-hour period, then:

(a) if the number of Defaulted Securities does not exceed 10% of the aggregate principal amount of the Debt Securities to be purchased on such date, each of the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all non-defaulting Underwriters, or

(b) if the number of Defaulted Securities exceeds 10% of the aggregate principal amount of the Debt Securities to be purchased on such date, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter.

No action taken pursuant to this Section shall relieve any defaulting Underwriter from liability in respect of its default.

In the event of any such default which does not result in a termination of this Agreement, then the Representatives or the Operating Partnership and the Company shall have the right to postpone the Closing Time for a period not exceeding seven days in order to effect any required changes in the Registration Statement or the Prospectus or in any other documents or arrangements. As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 10.

SECTION 11. Notices. All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given if mailed or transmitted by any standard form of telecommunication. Notices to the Underwriters shall be directed to the Representatives at Goldman, Sachs & Co., 200 West Street, New York, New York 10282, attention of Registration, J.P. Morgan Securities LLC, 383 Madison Avenue, New York, NY 10179, Attention: High Grade Syndicate Desk-3rd Floor, RBS Securities Inc., 600 Washington Boulevard, Stamford, Connecticut 06901, attention of Debt Capital Markets Syndicate, with a copy to Sidley Austin LLP, 787 Seventh Avenue, New York, New York 10019, attention of Samir A. Gandhi; notices to the Operating Partnership and the Company shall be directed to it at 999 Third Avenue, Suite 2300, Seattle, Washington 98104, attention of James A. Kraft, with a copy to Skadden, Arps, Slate, Meagher & Flom LLP, 300 South Grand Avenue, 34th Floor, Los Angeles, California 90071, attention of Gregg A. Noel.

SECTION 12. Parties. This Agreement shall inure to the benefit of and be binding upon the Underwriters, the Operating Partnership and the Company and their respective successors. Nothing expressed or mentioned in this Agreement is intended or shall be construed to give any person, firm or corporation, other than the Underwriters, the Operating Partnership and the Company and their respective successors and the controlling persons and officers and

directors referred to in Sections 6 and 7 and their heirs and legal representatives, any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision herein contained. This Agreement and all conditions and provisions hereof are intended to be for the sole and exclusive benefit of the Underwriters, the Operating Partnership and the Company and their respective successors, and said controlling persons and officers and directors and their heirs and legal representatives, and for the benefit of no other person, firm or corporation. No purchaser of Securities from any Underwriter shall be deemed to be a successor by reason merely of such purchase.

SECTION 13. GOVERNING LAW AND TIME. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. SPECIFIED TIMES OF DAY REFER TO NEW YORK CITY TIME.

SECTION 14. Patriot Act Notification. In accordance with the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)), the Underwriters are required to obtain, verify and record information that identifies their respective clients, including the Company, which information may include the name and address of their respective clients, as well as other information that will allow the Underwriters to properly identify their respective clients.

SECTION 15. Effect of Headings. The Article and Section headings herein and the Table of Contents are for convenience only and shall not affect the construction hereof.

If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Operating Partnership and the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a valid and legally binding agreement among the Underwriters, the Operating Partnership and the Company in accordance with its terms.


Very truly yours,

PLUM CREEK TIMBERLANDS, L.P.

By:		Plum Creek Timber I L.L.C.,
		its General Partner

By:		Plum Creek Timber Company, Inc.,
		its Sole Member

By:		/s/ Laura B. Smith
		Name: Laura B. Smith
		Title: Vice President and Treasurer

PLUM CREEK TIMBER COMPANY, INC.

By:		/s/ Laura B. Smith
		Name: Laura B. Smith
		Title: Vice President and Treasurer


CONFIRMED AND ACCEPTED,
as of the date first above written:

GOLDMAN, SACHS & CO.

By:		/s/ Ryan Gilliam
Name: Ryan Gilliam
Title: Vice President and Associate General Counsel

J.P. MORGAN SECURITIES LLC

By:		/s/ Robert Bottamedi
Name: Robert Bottamedi
Title: Vice President

RBS SECURITIES INC.

By:		/s/ Mark Kotasek
Name: Mark Kotasek
Title: Director

For themselves and as Representatives of the other Underwriters named in Schedule A hereto.

SCHEDULE A


Name of Underwriter	Principal Amount of Debt Securities
Goldman, Sachs & Co	$	61,750,000
J.P. Morgan Securities LLC		61,750,000
RBS Securities Inc.		61,750,000
U.S. Bancorp Investments, Inc.		61,750,000
Mitsubishi UFJ Securities (USA), Inc.		22,750,000
Wells Fargo Securities, LLC		22,750,000
Merrill Lynch, Pierce, Fenner & Smith Incorporated		13,000,000
Rabo Securities USA, Inc.		13,000,000
The Williams Capital Group, L.P.		6,500,000

Total	$	325,000,000

Sch A - 1

SCHEDULE B

ISSUER FREE WRITING PROSPECTUSES

INCLUDED IN DISCLOSURE PACKAGE

The Final Term Sheet specified in Section 3(f) and substantially in the form of Schedule D

Sch B - 1

SCHEDULE C

CERTAIN TERMS OF THE DEBT SECURITIES

1.	Interest Rate – 3.25% per annum

2.	Interest Payment Dates – March 15 and September 15, commencing March 15, 2013

3.	Stated Maturity Date – March 15, 2023

4.	Redemption Terms – The Debt Securities are redeemable at the option of the Operating Partnership:

(a) at any time prior to December 15, 2022, in an amount equal to the sum of (i) the principal amount thereof, plus accrued and unpaid interest thereon and (ii) the Make-Whole Amount (as defined in the Indenture), if any; and

(b) on or after December 15, 2022, in an amount equal to the principal amount thereof, plus accrued and unpaid interest thereon.

5.	Initial Public Offering Price – $991.90 per $1,000 principal amount of the Debt Securities plus unpaid interest accrued from November 26, 2012.

6.	Purchase Price – $985.40 per $1,000 principal amount of the Debt Securities.

Sch C - 1

SCHEDULE D

FORM OF FINAL TERM SHEET

Filed Pursuant to Rule 433

Registration Nos. 333-178443; 333-178443-01

November 14, 2012

Plum Creek Timberlands, L.P.

$325,000,000

3.25% Notes due 2023

Fully and Unconditionally Guaranteed by

Plum Creek Timber Company, Inc.


Issuer:		Plum Creek Timberlands, L.P.
Guarantor:		Plum Creek Timber Company, Inc.
Aggregate Principal Amount Offered:		$325,000,000
Security Type:		Senior Unsecured Notes
Maturity Date:		March 15, 2023
Coupon:		3.25% per year, accruing from November 26, 2012
Coupon Payment Dates:		March 15 and September 15, commencing March 15, 2013
Price to Public:		99.19% of the principal amount, plus accrued interest from November 26, 2012, if settlement occurs after that date.
Yield to Maturity:		3.344%
Benchmark Treasury:		1.625% due November 15, 2022
Spread to Benchmark Treasury:		plus 175 basis points
Benchmark Treasury Price & Yield:		100-09 / 1.594%
Redemption:		Make-whole redemption at any time prior to December 15, 2022 based on the Treasury yield plus 0.25% (25 basis points) or redemption at par on or after December 15, 2022.
Trade Date:		November 14, 2012
Settlement Date:		November 26, 2012
CUSIP & ISIN:		72925PAD7; US72925PAD78
Joint Bookrunners:		Goldman, Sachs & Co. J.P. Morgan Securities LLC RBS Securities Inc. U.S. Bancorp Investments, Inc.
Co-Managers:		Mitsubishi UFJ Securities (USA), Inc. Wells Fargo Securities, LLC Merrill Lynch, Pierce, Fenner & Smith Incorporated Rabo Securities USA, Inc. The Williams Capital Group, L.P.

The issuer has filed a registration statement (including a prospectus) with the Securities and Exchange Commission for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and the related preliminary prospectus supplement and other documents the issuer has filed with the Securities and Exchange Commission for more complete information about the issuer and this offering. You may get these documents for free by visiting EDGAR on the Securities and Exchange Commission’s Web site at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus and related preliminary prospectus supplement if you request it by calling Goldman, Sachs & Co., toll free at 1-866-471-2526 or by email at prospectus-ny@ny-email.gs.com, J.P. Morgan Securities LLC by calling (collect) at 1-212-834-4533, or RBS Securities Inc., toll free at 1-866-884-2071.

EX-4.2 3 d440298dex42.htm OFFICER'S CERTIFICATE, DATED NOVEMBER 26, 2012 Officer's Certificate, Dated November 26, 2012

Exhibit 4.2

OFFICER’S CERTIFICATE

The undersigned, Laura Smith, Vice President and Treasurer of Plum Creek Timber Company, Inc. (the “Company”), a Delaware corporation, hereby certifies, on behalf of the Company in its capacity as sole member of Plum Creek Timber I, L.L.C., a Delaware limited liability company, in its capacity as general partner of Plum Creek Timberlands, L.P. (the “Operating Partnership”), a Delaware limited partnership, pursuant to Sections 2.1, 2.3 and 11.5 of the Indenture, dated as of November 14, 2005 (the “Indenture”), by and among the Operating Partnership, as issuer, the Company, as guarantor, and U.S. Bank National Association, a national banking association, as trustee, as follows:

The undersigned has read Sections 2.1 and 2.3 of the Indenture and such other sections of the Indenture and other documents and has made such other inquiries as she has deemed necessary to make the certifications set forth herein.

In the opinion of the undersigned, the covenants and conditions precedent provided for in the Indenture and as set forth in Annex A attached hereto relating to the issuance of the Operating Partnership’s 3.25% Notes due 2023 (the “Notes”) have been complied with.

The forms of the Notes and the guarantees of the Notes by the Company, and the terms of the Notes, as set forth in Annex A attached hereto, have been duly established pursuant to Sections 2.1 and 2.3 of the Indenture and comply with the Indenture.

[SIGNATURE ON FOLLOWING PAGE]

IN WITNESS WHEREOF, the undersigned has caused this certificate to be duly executed as of this 26^thday of November, 2012.


PLUM CREEK TIMBERLANDS, L.P.

By:	PLUM CREEK TIMBER I, L.L.C.
	its General Partner

	By:	PLUM CREEK TIMBER COMPANY, INC. its Sole Member

		By:	/s/ Laura Smith
			Name: Laura Smith
			Title: Vice President and Treasurer

[Signature page to Officer’s Certificate to Indenture]

ANNEX A

Pursuant to Sections 2.1 and 2.3 of the Indenture, dated as of November 14, 2005 (the “Indenture”), among Plum Creek Timberlands, L.P. (the “Issuer”), Plum Creek Timber Company, Inc. (the “Guarantor”) and U.S. Bank National Association, as trustee (the “Trustee”), the terms of a series of Securities to be issued pursuant to the Indenture are as follows:

Designation. The designation of the Securities is the “3.25% Notes due 2023” (herein referred to as the “Notes”).

Initial Aggregate Principal Amount. The Notes shall be limited in initial aggregate principal amount to $325,000,000 (except for Notes authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Notes pursuant to Section 2.8, 2.9, 2.11, 8.5 or 12.3 of the Indenture and Section 7(f) hereof).

Maturity. The date on which the principal of the Notes is payable is March 15, 2023 (the “Stated Maturity Date”).

Rate of Interest; Interest Payment Date; Regular Record Dates. Each Note shall bear interest at the rate of 3.25% per year, until the principal thereof is paid. Such interest shall be payable semi-annually in arrears on March 15 and September 15 of each year (each, an “Interest Payment Date”), commencing on March 15, 2013, to the Persons in whose names the Notes are registered at the close of business on the immediately preceding March 1 or September 1 (each, a “record date”), as the case may be. Interest on the Notes shall accrue from and including the immediately preceding Interest Payment Date in respect of which interest has been paid or duly made available for payment (or from and including the date of issue, if no interest has been paid or duly made available for payment with respect to the Notes) to, but excluding the applicable Interest Payment Date, the Stated Maturity Date or date of earlier redemption or repurchase (the Stated Maturity Date or date of earlier redemption or repurchase referred to collectively herein as the “Maturity Date”), as the case may be. Interest on the Notes shall be computed on the basis of a 360-day year comprised of twelve 30-day months. If any Interest Payment Date or the Maturity Date falls on a day that is not a Business Day, the required payment of principal, premium, if any, and/or interest payable on such date will be made on the next succeeding Business Day as if made on the date such payment was due, and no interest will accrue on such payment for the period from and after such Interest Payment Date or the Maturity Date, as the case may be, to the date of such payment on the next succeeding Business Day.

Place of Payment. Payments of principal, premium, if any, and interest on the Notes shall be payable, at the office of the Issuer’s paying agent maintained in the Borough of Manhattan, The City of New York. Payment of principal of, or premium, if any, on a definitive Note may be made only against surrender of the Note to the Issuer’s paying agent. The Issuer may, however, make payments of interest by mailing checks to the address of the holder of the Notes appearing in

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the security register maintained by the registrar. However, while any Notes are represented by a Registered Global Security, payment of principal of, premium, if any, or interest on the Notes may be made by wire transfer to the account of the Depositary or its nominee.

Optional Redemption.

(a)

The Issuer may redeem the Notes at any time in whole or from time to time in part for cash at a redemption price equal to the sum of 100% of the aggregate principal amount of the Notes being redeemed, accrued but unpaid interest, if any, on those Notes to, but not including, the redemption date, and the Make-Whole Amount (as defined below), if any. If the Notes are redeemed on or after December 15, 2022, the redemption price will equal the sum of 100% of the aggregate principal amount of the Notes being redeemed and accrued but unpaid interest, if any, on those Notes to, but not including, the redemption date. The Issuer will, however, pay the interest installment due on any Interest Payment Date that occurs on or before a redemption date to the registered holders of the Notes as of the close of business on the record date immediately preceding that Interest Payment Date. If the Issuer has given notice as provided in the Indenture and made funds available for the redemption of any Notes called for redemption on the redemption date referred to in that notice, those Notes will cease to bear interest on that redemption date and the only right of the holders of those Notes will be to receive payment of the redemption price. Notice of redemption and partial redemption shall be as provided in the Indenture; provided, however, that if the Issuer chooses to redeem less than all of the Notes, the Issuer will notify the Trustee at least ten (10) days before giving notice of redemption, or such shorter period as is satisfactory to the Trustee, of the aggregate principal amount of Notes to be redeemed and the applicable Redemption Date.

(b)

As used herein, the following terms shall have the respective meanings specified:

(i)

“Make-Whole Amount” means, in connection with any optional redemption, the excess, if any, of (a) the aggregate present value as of the date of such redemption of each dollar of principal being redeemed and the amount of interest, exclusive of interest accrued to the date of redemption, that would have been payable in respect of each such dollar if such redemption had not been made, determined by discounting, on a semi-annual basis (assuming a 360-day year of twelve 30-day months), such principal and interest at the Reinvestment Rate, determined on the third Business Day preceding the date notice of such redemption is given, from the respective dates on which such principal and interest would have been payable if such redemption had not been made, to the date of redemption, over (b) the aggregate principal amount of the Notes being redeemed.

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(ii)

“Reinvestment Rate” means 0.25% plus the arithmetic mean of the yields under the heading “Week Ending” published in the most recent Statistical Release under the caption “Treasury Constant Maturities” for the maturity, rounded to the nearest month, corresponding to the remaining life to maturity, as of the redemption date of the Notes being redeemed. If no maturity exactly corresponds to such maturity, yields for the two published maturities most closely corresponding to such maturity shall be calculated pursuant to the immediately preceding sentence and the Reinvestment Rate shall be interpolated or extrapolated from such yields on a straight-line basis, rounding each of such relevant periods to the nearest month. For the purposes of calculating the Reinvestment Rate, the most recent Statistical Release published prior to the date of determination of the Make-Whole Amount shall be used. If the format or content of the Statistical Release changes in a manner that precludes determination of the Treasury yield in the above manner, then the Treasury yield shall be determined in the manner that most closely approximates the above manner, as reasonably determined by the Issuer.

(iii)

“Statistical Release” means the statistical release designated “H.15(519)” or any successor publication which is published weekly by the Federal Reserve System and which reports yields on actively traded United States government securities adjusted to constant maturities, or, if such statistical release is not published at the time of any required determination under the indenture, then such other reasonably comparable index which shall be designated by the Issuer.

Change of Control.

(a)

Upon the occurrence of a Change of Control Repurchase Event (as defined below) unless the Issuer has exercised its right to redeem all the Notes in accordance with the redemption terms set forth herein, the Issuer shall be required to make an irrevocable offer to each holder of Notes to repurchase all or any part (in integral multiples of $1,000, provided any remaining principal amount resulting from a partial redemption is at least $2,000) of such holder’s Notes for cash at a repurchase price in cash equal to 101% of the aggregate principal amount of Notes repurchased plus any accrued and unpaid interest, if any, on the Notes repurchased to, but not including, the date of repurchase, subject to the rights of holders of notes on a record date to receive interest due on the related Interest Payment Date.

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(b)

Within 30 days following any Change of Control Repurchase Event or, at the Issuer’s option, prior to any Change of Control (as defined below), but after the public announcement of such Change of Control, the Issuer shall mail to each holder of Notes, with a copy to the Trustee, a notice:

(i)

describing the transaction or transactions that constitute or may constitute the Change of Control Repurchase Event;

(ii)

offering to repurchase all Notes tendered;

(iii)

setting forth the payment date for the repurchase of the Notes, which date will be no earlier than 30 days and no later than 60 days from the date such notice is mailed;

(iv)

if mailed prior to the date of consummation of the Change of Control, stating that the offer to repurchase is conditioned on a Change of Control Repurchase Event occurring on or prior to the payment date specified in such notice;

(v)

disclosing that any Note not tendered for repurchase will continue to accrue interest; and

(vi)

specifying the procedures for tendering Notes.

(c)

The Issuer shall comply with the requirements of Rule 14e-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control Repurchase Event. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control Repurchase Event provisions of the Notes, the Issuer will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under the Change of Control Repurchase Event provisions of the Notes by virtue of such conflict.

(d)

On the repurchase date in respect of a Change of Control Repurchase Event, the Issuer shall, to the extent lawful:

(i)

accept for payment all Notes or portions thereof properly tendered pursuant to such offer;

(ii)

deposit with the Issuer’s paying agent an amount equal to the aggregate purchase price in respect of all Notes or portions thereof properly tendered; and

(iii)

deliver or cause to be delivered to the Trustee the Notes properly accepted, together with an Officer’s Certificate stating the aggregate principal amount of Notes being repurchased by the

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Issuer and that all conditions precedent to the repurchase offer and repurchase by the Issuer of the notes have been complied with.

(e)

The Issuer shall not be required to make an offer to repurchase the Notes upon a Change of Control Repurchase Event if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for an offer made by the Issuer and such third party purchases all Notes properly tendered and not withdrawn under its offer.

(f)

The Issuer’s paying agent will promptly mail to each holder of Notes properly tendered the purchase price for such Notes, and the Trustee, upon the execution and delivery by the Issuer of such Notes, will promptly authenticate and mail (or cause to be transferred by book-entry) to each holder of a Note tendered in part for repurchase a new Note equal in principal amount to any unpurchased portion of such tendered Notes; provided that each new Note will be in a denomination of $2,000 and whole multiples of $1,000 in excess thereof.

(g)

Solely for purposes of this Section 7, the following terms shall have the following meanings:

“Below Investment Grade Ratings Event” means that on any day within the 60-day period (which period shall be extended so long as the rating of the Notes is under publicly announced consideration for a possible downgrade by each of the Rating Agencies) after the earlier of (i) the occurrence of a Change of Control; and (ii) public notice of the occurrence of a Change of Control or the intention by the Issuer or the Guarantor to effect a Change of Control, the Notes are rated below Investment Grade by each of the Rating Agencies. Notwithstanding the foregoing, a Below Investment Grade Ratings Event otherwise arising by virtue of a particular reduction in rating shall not be deemed to have occurred in respect of a particular Change of Control (and thus shall not be deemed a Below Investment Grade Ratings Event for purposes of the definition of Change of Control Repurchase Event hereunder) if any of the Rating Agencies making the reduction in rating to which this definition would otherwise apply does not announce or publicly confirm or inform the Trustee in writing that the reduction was the result, in whole or in part, of any event or circumstance comprised of or arising as a result of, or in respect of, the applicable Change of Control (whether or not the applicable Change of Control shall have occurred at the time of such ratings event).

“Capital Stock” means, with respect to any specified Person, any and all shares, interests, participations, or other equivalents (however designated, whether voting or non-voting), including partnership interests, whether general or limited, in the equity of such Person, whether outstanding on the date hereof or issued hereafter, including, without limitation, all common stock, preferred stock and units.

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“Change of Control” means:

(i) any sale, lease, transfer or other conveyance (other than by way of merger or consolidation), whether direct or indirect, of all or substantially all of the assets of the Guarantor or the Issuer, on a consolidated basis, in one transaction or a series of related transactions, to any “person” or “group” (as such terms are used for purposes of Sections 13(d) and 14(d) of the Exchange Act, whether or not applicable) other than the Guarantor or one of its Subsidiaries;

(ii) the consummation of any transaction (including, without limitation, any merger or consolidation) the result of which is that any “person” or “group” (as such terms are used for purposes of Sections 13(d) and 14(d) of the Exchange Act, whether or not applicable) other than the Guarantor or one of its Subsidiaries becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act), directly or indirectly, of more than 50% of the outstanding Voting Stock of the Guarantor or the Issuer measured by voting power rather than number of shares or units; provided, however, that a transaction will not be deemed to involve a Change of Control if the Guarantor or the Issuer becomes a wholly owned Subsidiary of a holding company and the holders of the Voting Stock of such holding company immediately following that transaction are substantially the same as the holders of the Voting Stock of the Guarantor or the Issuer, as applicable, immediately prior to the transaction;

(iii) the Issuer or the Guarantor consolidates with, or merges with or into, any “person” (as such term is used for purposes of Sections 13(d) and 14(d) of the Exchange Act, whether or not applicable), or any “person” consolidates with, or merges with or into, the Issuer or the Guarantor, in any such event pursuant to a transaction in which any of the outstanding Voting Stock of the Issuer or the Guarantor, as the case may be, or such other “person” is converted into or exchanged for cash, securities or other property, other than any such transaction where the shares or units of the Voting Stock of the Issuer or the Guarantor outstanding immediately prior to such transaction constitute, or are converted into or exchanged for, a majority of the Voting Stock of the surviving “person” immediately after giving effect to such transaction;

(iv) the first day on which a majority of the members of the Board of Directors of the Guarantor are not Continuing Directors; or

(v) Plum Creek Timber I, L.L.C. (or a successor general partner that is a Subsidiary of the Guarantor) ceases to be a general partner of the Issuer or ceases to control the Issuer.

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provided, however, that neither:

(x) the pro rata distribution by the Guarantor to its shareholders of Capital Stock of the Issuer or of any of the Guarantor’s other Subsidiaries; nor

(y) the replacement of Plum Creek Timber I, L.L.C. (or of a successor general partner) with a Subsidiary of the Guarantor as the general partner of the Issuer;

shall, in and of itself, constitute a Change of Control for purposes of this definition.

“Change of Control Repurchase Event” means the occurrence of both a Change of Control and a Below Investment Grade Ratings Event.

“Continuing Directors” means, as of any date of determination, any member of the Guarantor’s Board of Directors who (1) was a member of such Board of Directors on the date the Notes were initially issued or (2) was nominated for election, elected or appointed to such Board of Directors with the approval of a majority of the Continuing Directors who were members of such Board of Directors at the time of such nomination, election or appointment (either by a specific vote or by approval of the proxy statement of the Guarantor in which such member was named as a nominee for election as a director, without objection to such nomination).

“Investment Grade” means a rating of Baa3 or better by Moody’s (or its equivalent under any successor rating category of Moody’s) and a rating of BBB- or better by S&P (or its equivalent under any successor rating category of S&P), and the equivalent investment grade rating from any replacement rating agency or rating agencies selected by the Issuer under the circumstances permitting the Issuer to select a replacement rating agency and in the manner for selecting a replacement rating agency, in each case as set forth in the definition of “Rating Agencies.”

“Moody’s” means Moody’s Investors Service, Inc. (or any successor).

“Rating Agencies” means each of Moody’s and S&P; provided, if either of Moody’s or S&P ceases to rate the Notes or fails to make a rating of the Notes publicly available for reasons outside of the Issuer’s or the Guarantor’s control, the Issuer may appoint another “nationally recognized statistical rating organization” within the meaning of Rule 15c3-1(c)(2)(vi)(F) under the Exchange Act as a replacement agency for Moody’s or S&P, or both of them, as the case may be, provided that the Issuer delivers written notice of such appointment to the Trustee.

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“S&P” means Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc. (or any successor).

“Voting Stock” of any specified “person” (as that term is used in Section 13(d)(3) of the Exchange Act) as of any date means the capital stock of such “person” that is at the time entitled to vote generally in the election of the board of directors, managers or trustees of such “person,” as applicable.

Mandatory Redemption. The Notes are not mandatorily redeemable and are not entitled to the benefit of a sinking fund or any analogous provisions.

Ranking Security. The Notes are unsecured obligations of the Issuer and rank equally with other unsecured indebtedness of the Issuer that is not subordinated to the Notes.

10.

Amount Payable Upon Acceleration. 100% of the principal of and accrued interest, if any, on the Notes shall be payable upon declaration of acceleration pursuant to Section 5.1 of the Indenture.

11.

Payment Currency—Election. The principal of, premium, if any, and interest on the Notes shall not be payable in a currency other than Dollars.

12.

Payment Currency—Index. The principal of, premium, if any, and interest on the Notes shall not be determined with reference to an index based on a coin or currency.

13.

Registered Securities. The Notes shall be issued only as Registered Securities. The Notes shall be issuable as Registered Global Securities.

14.

Additional Amounts. The Issuer shall not pay additional amounts on the Notes held by a Person that is not a U.S. Person in respect of taxes or similar charges withheld or deducted.

15.

Notes in Definitive Form. Section 2.8 of the Indenture will govern the transferability of the Notes in definitive form.

16.

Registrar; Paying Agent; Depositary. The Trustee shall initially serve as the registrar and the paying agent for the Notes. The Depository Trust Company shall initially serve as the Depositary for the Registered Global Security representing the Notes.

17.

Events of Default. There shall be no deletions from, modifications or additions to the Events of Default set forth in Section 5.1 of the Indenture with respect to the Notes.

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18.

Covenants. There shall be the following additions to the covenants of the Issuer set forth in Article III of the Indenture with respect to the Notes:

(a)

Limitations On Creation of Secured Debt. Neither the Issuer nor any Restricted Subsidiary of the Issuer will issue, incur, create, assume or guarantee any Secured Debt without securing the Notes equally and ratably with or prior to that Secured Debt unless after giving effect to such transaction, including any concurrent repayment of any Secured Debt, the sum of (A) the total amount of all Secured Debt with which the Notes are not at least equally and ratably secured and (B) the greater of the total net proceeds and all Attributable Debt with respect to all sale and lease-back transactions involving Principal Properties entered into after the date of the Indenture, other than those permitted under the “Limitations On Sale and Lease-Back Transactions” covenant below, would not exceed 10% of Consolidated Net Tangible Assets at the end of the Issuer’s most recent fiscal quarter.

(b)

Limitations On Sale and Lease-Back Transactions. Subject to the immediately succeeding paragraph, neither the Issuer nor any Restricted Subsidiary of the Issuer will enter into any lease with a term longer than three years covering any Principal Property of the Issuer or its Restricted Subsidiaries that is sold to any Person (other than the Guarantor, the Issuer or any Restricted Subsidiary) in connection with that lease unless: (i) the Issuer or any of its Restricted Subsidiaries would be entitled to incur Secured Debt on the Principal Property without equally and ratably securing the Notes pursuant to the covenant described in clause (a) above; or (ii) an amount equal to the greater of (x) the net proceeds from the sale of such Principal Property or (y) the Attributable Debt with respect to the sale and lease-back transaction is applied within 180 days of such sale to the voluntary retirement or prepayment of the Issuer’s or any Restricted Subsidiary’s long-term Debt which is senior to or equal with the Notes in right of payment or to the purchase or development of other property that will constitute Principal Property; or (iii) such sale and lease-back transaction is financed through an industrial revenue bond, industrial development bond, pollution control bond or similar financing arrangement between the Issuer or a Restricted Subsidiary and any federal, state or municipal government or other governmental body or quasi-governmental agency.

However, the Issuer and any of its Restricted Subsidiaries shall be able to enter into a sale and lease-back transaction without being required to apply the net proceeds or Attributable Debt as required above if, after giving effect to such transaction, including any concurrent repayment of Secured Debt, the sum of (A) the total amount of all Secured Debt with which the Notes are not at least equally and ratably secured and (B) the greater of the total net proceeds or Attributable Debt of all sale and lease-back transactions entered into after the date of the Indenture (other than as permitted by clause (b) of this Section 18), would not exceed 10% of Consolidated Net Tangible Assets at the end of the Issuer’s most recent fiscal quarter.

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(c)

Definitions. As used herein, the following terms shall have the respective meanings specified:

(i)

“Attributable Debt” means, with regard to a sale and lease-back transaction, the lesser of (A) the fair market value of the property subject thereto as determined in good faith by the Board of Directors or (B) the discounted present value of all net rentals under the lease. The discount rate used to determine the discounted present value will equal the weighted average rates of all securities then issued and outstanding under the Indenture.

(ii)

“Consolidated Net Tangible Assets” means total assets less the sum of total current liabilities and intangible assets, in each case as set forth on the most recent consolidated balance sheet of the Issuer and its consolidated Subsidiaries and computed in accordance with generally accepted accounting principles (“GAAP”) in the United States.

(iii)

“Debt” means, at any time, all obligations of the Issuer and each Restricted Subsidiary, to the extent such obligations would appear as a liability upon the consolidated balance sheet of the Issuer, in accordance with generally accepted accounting principles, (1) for borrowed money, (2) evidenced by bonds, debentures, notes or other similar instruments, and (3) in respect of any letters of credit supporting any Debt of others, and all guarantees by the Issuer or any Restricted Subsidiary of Debt of others.

(iv)

“Lien” means a mortgage, security interest, security agreement, pledge, lien, charge or any other encumbrance of any kind.

(v)

“Principal Property” means (1) Timberlands, and (2) any mill, converting plant, manufacturing plant or other facility owned on the date of the indenture or thereafter acquired by the Issuer or any Restricted Subsidiary that is located within the continental United States.

(vi)

“Restricted Subsidiary” means any direct or indirect domestic Subsidiary of the Issuer that owns any Principal Property.

(vii)

“Secured Debt” means any Debt of the Issuer or any of its Restricted Subsidiaries that is secured by a Lien on any Principal Property or on any stock of, or on any Debt of, a Restricted Subsidiary. Secured Debt does not include Debt secured by: (a) Liens existing at the time of acquisition by the Issuer or any of its Restricted Subsidiaries on Principal Property or any stock of,

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or on any Debt of, a Restricted Subsidiary, whether or not assumed; (b) Liens to secure Debt among the Issuer and/or one of its Restricted Subsidiaries or among Restricted Subsidiaries; (c) Liens of an entity existing at the time such entity is merged or consolidated with the Issuer or a Restricted Subsidiary; (d) Liens on shares of stock or on Debt or other assets of an entity existing at the time such entity becomes a Restricted Subsidiary; (e) Liens of an entity at the time of a sale or lease of the properties of such entity as an entirety or substantially as an entirety to the Issuer or a Restricted Subsidiary; (f) Liens on timberlands in connection with an arrangement under which the Issuer and/or one or more of its Restricted Subsidiaries are obligated to cut and pay for timber in order to provide the Lien holder with a specified amount of money, however determined; (g) Liens on property to secure all or part of the cost of acquiring, substantially repairing or altering, constructing, developing or substantially improving the property, or to secure all or part of such property; provided that the principal amount of Debt secured by each such Lien (i) was incurred concurrently with, or within 18 months of, such acquisition, repair, alteration, construction, development or improvement and (ii) does not exceed the cost to the Issuer or such Restricted Subsidiary of the property subject to the Lien, as determined in accordance with GAAP; and (h) Liens created or incurred in connection with an industrial revenue bond, industrial development bond, pollution control bond or similar financing arrangement between the Issuer or a Restricted Subsidiary and any federal, state or municipal government or other governmental body or quasi-governmental agency; (i) Liens for taxes, assessments or other governmental charges which are not yet due or payable without penalty that are being contested by the Issuer or a Restricted Subsidiary, and for which adequate reserves have been created; (j) Liens arising out of litigation or judgments being contested in good faith and by appropriate proceedings; (k) materialmen’s, mechanics’, workmen’s, repairmen’s, landlord’s Liens for rent or other similar Liens arising in the ordinary course of business in respect of obligations which are not overdue or which are being contested by the Issuer or any of its Restricted Subsidiaries in good faith and by appropriate proceedings; (l) Liens consisting of zoning restrictions, licenses, easements and restrictions on the use of real property and minor irregularities that do not materially impair the use of the real property; (m) Liens existing at the date of the Indenture; or (n) Liens constituting any extension, renewal or replacement of any Lien listed above to the extent the amount of the Lien is not increased.

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(viii)

“Timberlands” means any real property of the Issuer or any Restricted Subsidiary located within the continental United States which contains (or upon completion of a growth cycle then in process is expected to contain) standing timber of a commercial quantity and of merchantable quality, excluding, however, any such real property which at the time of determination is held primarily for development and not primarily for the production of timber.

19.

Guarantee. The Notes are guaranteed by the Guarantor as provided in Article XIII of the Indenture. The Guarantor’s guarantee of the Notes (the “Guarantee”) is an unsecured obligation of the Guarantor and ranks equally with other unsecured indebtedness of the Guarantor that is not subordinated to the Guarantee.

20.

Conversion and Exchange. The Notes shall not be convertible into or exchangeable into any other security.

21.

Further Issues. The Issuer may, without notice to or the consent of the holders of the Notes, create and issue additional debt securities ranking equally and ratably with the Notes in all respects and having the same terms as the Notes (other than issue date, and to the extent applicable, issue price, first date of interest accrual and first interest payment date of such debt securities), so that such additional debt securities shall be consolidated and form a single series with the Notes for all purposes, including voting.

22.

Other Terms. The Notes shall have the other terms and the Notes and the Guarantee shall be substantially in the forms set forth in Exhibit A hereto. In case of any conflict between this Annex A and the Notes, the forms of the Notes shall control.

Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Indenture.

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Exhibit A

[-Exclude from Notes in definitive form-]

[UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO PLUM CREEK TIMBERLANDS, L.P. (THE “ISSUER”) OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

UNLESS AND UNTIL THIS NOTE IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE REGISTERED FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY DTC TO A NOMINEE THEREOF OR BY A NOMINEE THEREOF TO DTC OR ANOTHER NOMINEE OF DTC OR BY DTC OR ANY SUCH NOMINEE TO A SUCCESSOR OF DTC OR A NOMINEE OF SUCH SUCCESSOR.]

PLUM CREEK TIMBERLANDS, L.P.

3.25% Notes due 2023

CUSIP No. 72925PAD7

ISIN No. US72925PAD78


No. R-1		$325,000,000

PLUM CREEK TIMBERLANDS, L.P., a limited partnership duly organized and existing under the laws of the State of Delaware (herein referred to as the “Issuer,” which term includes any successor thereof under the Indenture hereinafter referred to) for value received, hereby promises to pay to CEDE & CO., or its registered assigns, the principal sum of THREE HUNDRED TWENTY FIVE MILLION DOLLARS ($325,000,000) on March 15, 2023 (the “Stated Maturity Date” with respect to the principal of this Note), unless previously redeemed or repurchased on any Redemption Date (as defined below) or Repurchase Date (as defined below), as the case may be, in accordance with the provisions set forth on the reverse hereof (the Stated Maturity Date or any Redemption Date or Repurchase Date is referred herein as the “Maturity Date” with respect to principal repayable on such date) and to pay interest thereon semiannually in arrears on March 15 and September 15 of each year, commencing on March 15, 2013 (each, an “Interest Payment Date”), at the rate of 3.25% per annum, until payment of said principal has been made or duly provided for. Interest on this Note payable on an Interest Payment Date will accrue from and including the immediately preceding Interest Payment Date to which interest has been paid or duly made available for payment, or from and including November 26, 2012 if no interest has been paid or duly made available for payment, to but excluding the applicable Interest Payment Date or the Maturity Date, as the case may be. Interest on this Note will be computed on the basis of a 360-day year consisting of twelve 30-day months.

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Capitalized terms used but not otherwise defined herein shall have the respective meanings assigned to them in the Indenture (as defined on the reverse hereof).

The interest so payable and punctually paid or duly made available for payment on any Interest Payment Date will be paid to the Holder in which name this Note (or one or more predecessor Notes) is registered in the Security register at the close of business on the “Regular Record Date” for such payment, which shall be March 1 or September 1, as the case may be, immediately preceding such Interest Payment Date (regardless of whether such day is a Business Day (as defined below)). Any such interest not so punctually paid or duly made available for payment shall forthwith cease to be payable to the Holder on such Regular Record Date, and shall be paid to the Person in whose name this Note (or one or more predecessor Notes) is registered at the close of business on a subsequent “Special Record Date” for the payment of such defaulted interest (which shall be not more than 5 Business Days prior to the date of the payment of such defaulted interest) established by notice given by mail by or on behalf of the Issuer to the Holders of the Notes not less than 15 calendar days preceding such subsequent Special Record Date, or may be paid at any time in any other lawful manner, all as more fully provided in the Indenture.

The principal of, and premium, if any, with respect to, this Note payable on the Maturity Date will be paid against presentation and surrender of this Note at the office or agency of the Issuer maintained for that purpose in the Borough of Manhattan, The City of New York. The Issuer hereby initially designates the Corporate Trust Office of the Trustee (as defined on the reverse hereof) at 100 Wall Street, 16^th Floor, New York, New York 10004 as the office to be maintained by it where Notes may be presented for payment, registration of transfer or exchange and where notices or demands to or upon the Issuer in respect of the Notes or the Indenture may be served.

If any Interest Payment Date or the Maturity Date falls on a day that is not a Business Day, the payment required to be made on such date will, instead, be made on the next Business Day with the same force and effect as if it were made on the date such payment was due, and no interest shall accrue on the amount so payable for the period from and after such Interest Payment Date or the Maturity Date, as the case may be. “Business Day” means any day, other than a Saturday, a Sunday or other day on which banking institutions in The City of New York are authorized or obligated by law, regulation or executive order to be closed.

Payments of principal, premium, if any, and interest in respect of this Note will be made in such coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and private debts (i) in the case of payments on the Maturity Date, in immediately available funds and (ii) in the case of payments of interest on an Interest Payment Date other than the Maturity Date, at the option of the Issuer, by check mailed to the Holder entitled thereto at the applicable address appearing in the Security register or by transfer of immediately available funds to an account maintained by the payee with a bank located in the United States of America; provided, however, that so long as Cede & Co. is the Holder of this Note, payments of interest on an Interest Payment Date may be made in immediately available funds.

Reference is made to the further provisions of this Note set forth on the reverse hereof. Such further provisions shall for all purposes have the same effect as though fully set forth at this place.

This Note shall not be entitled to the benefits of the Indenture or the Guarantee (as defined on the reverse of this Note) or be valid or become obligatory for any purpose until the certificate of authentication hereon shall have been executed by manual signature by the Trustee.

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IN WITNESS WHEREOF, the Issuer has caused this instrument to be duly executed, manually or by facsimile by an authorized signatory.

Date: November 26, 2012


PLUM CREEK TIMBERLANDS, L.P., as Issuer

By:	PLUM CREEK TIMBER I, L.L.C.,
	its General Partner

	By:	PLUM CREEK TIMBER COMPANY, INC., its Sole Member

		By:
			Name:
			Title:


ATTEST:

By:
		Assistant Secretary

TRUSTEE’S CERTIFICATE OF AUTHENTICATION

This is one of the Securities of the series designated herein, referred to in the within-mentioned Indenture.


U.S. BANK NATIONAL ASSOCIATION, as Trustee

By:
		Authorized Signatory

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[FORM OF REVERSE OF NOTE]

PLUM CREEK TIMBERLANDS, L.P.

3.25% Note due 2023

This Note is one of a duly authorized issue of senior debt securities of the Issuer (hereinafter called the “Securities”) of the series hereinafter specified, all issued or to be issued under and pursuant to an Indenture, dated as of November 14, 2005 (the “Indenture”), duly executed and delivered by the Issuer and Plum Creek Timber Company, Inc., as guarantor (the “Guarantor”), to U.S. Bank National Association, as trustee (the “Trustee,” which term includes any successor trustee under the Indenture with respect to the series of Securities of which this Note is a part), and reference is hereby made to the Indenture, and all modifications and amendments and indentures supplemental thereto relating to the Notes, made for a description of the rights, limitations of rights, obligations, duties, and immunities thereunder of the Trustee, the Issuer, the Guarantor and the Holders of the Notes and the terms upon which the Notes are authenticated and delivered. The Securities may be issued in one or more series, which different series may be issued in various aggregate principal amounts, may mature at different times, may accrue interest (if any) at different rates or formulas and may otherwise vary as provided in the Indenture. This Note is one of a series of Securities designated as the “3.25% Notes due 2023” (collectively, the “Notes”) of the Issuer, limited (except as permitted under the Indenture) in aggregate principal amount to $325,000,000.

Payments of principal, premium, if any, and interest in respect of the Notes will be fully and unconditionally guaranteed by the Guarantor.

The Issuer may redeem this Note, at any time in whole or from time to time in part for cash, at the option of the Issuer, at a price equal to the sum of 100% of the aggregate principal amount of the Notes being redeemed, accrued but unpaid interest on those Notes to but excluding the date fixed for redemption (the “Redemption Date”), and, unless the Notes are redeemed on or after December 15, 2022, the Make-Whole Amount, if any, as defined below (the “Redemption Price”); provided, however, that interest installments due on an Interest Payment Date which is on or prior to the Redemption Date will be payable to the Holder hereof (or one or more predecessor Notes) as of the close of business on the Regular Record Date preceding such Interest Payment Date.

If notice has been given as provided in the Indenture and funds for the redemption of this Note or any part thereof called for redemption shall have been made available on the Redemption Date, this Note or such part thereof will cease to bear interest on the Redemption Date referred to in such notice and the only right of the Holder will be to receive payment of the Redemption Price. Notice of any optional redemption of any Notes will be given to the Holder hereof (in accordance with the provisions of the Indenture), not more than 60 nor less than 30 days prior to the Redemption Date. The notice of redemption will specify, among other things, the Redemption Date, the Redemption Price and the principal amount of Notes to be redeemed. In the event of redemption of this Note in part only, a new Note of like tenor for the unredeemed portion hereof and otherwise having the same terms and provisions as this Note shall be issued by the Issuer in the name of the Holder hereof upon the presentation and surrender hereof.

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“Make-Whole Amount” means, in connection with any optional redemption, the excess, if any, of (a) the aggregate present value as of the date of such redemption of each dollar of principal being redeemed and the amount of interest, exclusive of interest accrued to the Redemption Date, that would have been payable in respect of each such dollar if such redemption had not been made, determined by discounting, on a semi-annual basis (assuming a 360-day year of twelve 30-day months), such principal and interest at the Reinvestment Rate, determined on the third Business Day preceding the date notice of such redemption is given, from the respective dates on which such principal and interest would have been payable if such redemption had not been made, to the date of redemption, over (b) the aggregate principal amount of the Notes being redeemed.

“Reinvestment Rate” means 0.25% plus the arithmetic mean of the yields under the heading “Week Ending” published in the most recent Statistical Release under the caption “Treasury Constant Maturities” for the maturity, rounded to the nearest month, corresponding to the remaining life to maturity, as of the redemption date of the Notes being redeemed. If no maturity exactly corresponds to such maturity, yields for the two published maturities most closely corresponding to such maturity shall be calculated pursuant to the immediately preceding sentence and the Reinvestment Rate shall be interpolated or extrapolated from such yields on a straight-line basis, rounding each of such relevant periods to the nearest month. For the purposes of calculating the Reinvestment Rate, the most recent Statistical Release published prior to the date of determination of the Make-Whole Amount shall be used. If the format or content of the Statistical Release changes in a manner that precludes determination of the Treasury yield in the above manner, then the Treasury yield shall be determined in the manner that most closely approximates the above manner, as reasonably determined by the Issuer.

“Statistical Release” means the statistical release designated “H.15(519)” or any successor publication which is published weekly by the Federal Reserve System and which reports yields on actively traded United States government securities adjusted to constant maturities, or, if such statistical release is not published at the time of any required determination under the indenture, then such other reasonably comparable index which shall be designated by the Issuer.

Upon the occurrence of a Change of Control Repurchase Event (as defined below), unless the Issuer has exercised its right to redeem all the Notes in accordance with the redemption terms as set forth herein, the Issuer shall be required to make an irrevocable offer to each Holder of Notes to repurchase all or any part (in integral multiples of $1,000, provided any remaining principal amount resulting from a partial redemption is at least $2,000) of such Holder’s Notes for cash at a repurchase price in cash equal to 101% of the aggregate principal amount of Notes repurchased plus any accrued and unpaid interest, if any, on the Notes repurchased to, but not including, the date of repurchase, subject to the rights of Holders of Notes on a Regular Record Date or Special Record Date, as applicable to receive interest due on the related Interest Payment Date.

Within 30 days following any Change of Control Repurchase Event or, at the Issuer’s option, prior to any Change of Control (as defined below), but after the public announcement of such Change of Control, the Issuer shall mail to each Holder of Notes, with a copy to the Trustee, a notice:

(i)

describing the transaction or transactions that constitute or may constitute the Change of Control Repurchase Event;

(ii)

offering to repurchase all Notes tendered;

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(iii)

setting forth the payment date for the repurchase of the Notes (the “Repurchase Date”), which date will be no earlier than 30 days and no later than 60 days from the date such notice is mailed;

(iv)

(v)

disclosing that any Note not tendered for repurchase will continue to accrue interest; and

(vi)

specifying the procedures for tendering Notes.

On the Repurchase Date in respect of a Change of Control Repurchase Event, the Issuer shall, to the extent lawful:

(i)

accept for payment all Notes or portions thereof properly tendered pursuant to such offer;

(ii)

deposit with the paying agent for the Notes (the “Paying Agent”), which shall initially be the Trustee, an amount equal to the aggregate repurchase price in respect of all Notes or portions thereof properly tendered; and

(iii)

deliver or cause to be delivered to the Trustee the Notes properly accepted, together with an Officer’s Certificate stating the aggregate principal amount of Notes being repurchased by the Issuer and that all conditions precedent to the repurchase offer and repurchase by the Issuer have been complied with.

The Paying Agent will promptly mail to each Holder of Notes properly tendered the purchase price for such Notes, and the Trustee, upon the execution and delivery by the Issuer of such Notes, will promptly authenticate and mail (or cause to be transferred by book-entry) to each Holder of a Note tendered in part for repurchase a new Note equal in principal amount to any unrepurchased portion of such tendered Notes; provided that each new Note will be in a denomination of $2,000 and whole multiples of $1,000 in excess thereof.

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“Below Investment Grade Ratings Event” means that on any day within the 60-day period (which period shall be extended so long as the rating of the Notes is under publicly announced consideration for a possible downgrade by each of the Rating Agencies) after the earlier of (i) the occurrence of a Change of Control; and (ii) public notice of the occurrence of a Change of Control or the intention by the Issuer or the Guarantor to effect a Change of Control, the Notes are rated below Investment Grade by each of the Rating Agencies. Notwithstanding the foregoing, a Below Investment Grade Ratings Event otherwise arising by virtue of a particular reduction in rating shall not be deemed to have occurred in respect of a particular Change of Control (and thus shall not be deemed a Below Investment Grade Ratings Event for purposes of the definition of Change of Control Repurchase Event hereunder) if any of the Rating Agencies making the reduction in rating to which this definition would otherwise apply does not announce or publicly confirm or inform the Trustee in writing that the reduction was the result, in whole or in part, of any event or circumstance comprised of or arising as a result of, or in respect of, the applicable Change of Control (whether or not the applicable Change of Control shall have occurred at the time of such ratings event).

“Capital Stock” means ,with respect to any specified Person, any and all shares, interests, participations, or other equivalents (however designated, whether voting or non-voting), including partnership interests, whether general or limited, in the equity of such Person, whether outstanding on the date hereof or issued hereafter, including, without limitation, all common stock, preferred stock and units.

“Change of Control” means:

(ii) the consummation of any transaction (including, without limitation, any merger or consolidation) the result of which is that any “person” or “group” (as such terms are used for purposes of Sections 13(d) and 14(d) of the Exchange Act, whether or not applicable) other than the Guarantor or one of its Subsidiaries becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act), directly or indirectly, of more than 50% of the outstanding Voting Stock of the Guarantor or the Issuer measured by voting power rather than number of shares or units; provided, however, that a transaction will not be deemed to involve a Change of Control if the Guarantor or the the Issuer becomes a wholly owned Subsidiary of a holding company and the holders of the Voting Stock of such holding company immediately following that transaction are substantially the same as the holders of the Voting Stock of the Guarantor or the Issuer, as applicable, immediately prior to the transaction;

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(iv) the first day on which a majority of the members of the Board of Directors of the Guarantor are not Continuing Directors; or

(v) Plum Creek Timber I, L.L.C. (or a successor general partner that is a Subsidiary of the Guarantor) ceases to be a general partner of the Issuer or ceases to control the Issuer.

provided, however, that neither:

(x) the pro rata distribution by the Guarantor to its shareholders of Capital Stock of the Issuer or of any of the Guarantor’s other Subsidiaries; nor

(y) the replacement of Plum Creek Timber I, L.L.C. (or of a successor general partner) with a Subsidiary of the Guarantor as the general partner of the Issuer;

shall, in and of itself, constitute a Change of Control for purposes of this definition.

“Change of Control Repurchase Event” means the occurrence of both a Change of Control and a Below Investment Grade Ratings Event.

“Continuing Directors” means, as of any date of determination, any member of the Guarantor’s Board of Directors who (1) was a member of such Board of Directors on the date the Notes were initially issued or (2) was nominated for election, elected or appointed to such Board of Directors with the approval of a majority of the Continuing Directors who were members of such Board of Directors at the time of such nomination, election or appointment (either by a specific vote or by approval of the proxy statement of the Guarantor in which such member was named as a nominee for election as a director, without objection to such nomination).

“Investment Grade” means a rating of Baa3 or better by Moody’s (or its equivalent under any successor rating category of Moody’s) and a rating of BBB- or better by S&P (or its equivalent under any successor rating category of S&P), and the equivalent investment grade rating from any replacement rating agency or rating agencies selected by the Issuer under the circumstances permitting the Issuer to select a replacement rating agency and in the manner for selecting a replacement rating agency, in each case as set forth in the definition of “Rating Agencies.”.

“Moody’s” means Moody’s Investors Service, Inc. (or any successor).

“Rating Agencies” means each of Moody’s and S&P; provided, if either of Moody’s or S&P ceases to rate the notes or fails to make a rating of the Notes publicly available for reasons outside of the Issuer’s or the Guarantor’s control, the Issuer may appoint another “nationally recognized statistical rating organization” within the meaning of Rule 15c3-1(c)(2)(vi)(F) under the Exchange Act as a replacement agency for Moody’s or S&P, or both of them, as the case may be, provided that the Issuer delivers written notice of such appointment to the Trustee.

“S&P” means Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc. (or any successor).

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“Voting Stock” of any specified “person” (as that term is used in Section 13(d)(3) of the Exchange Act) as of any date means the capital stock of such “person” that is at the time entitled to vote generally in the election of the board of directors, managers or trustees of such “person,” as applicable.

This Note is not mandatorily redeemable and is not entitled to the benefit of a sinking fund or any analogous provisions.

In case an Event of Default with respect to this Note shall have occurred and be continuing, the principal hereof may be (and, in certain cases, shall be) declared, and upon such declaration shall become, due and payable, in the manner, with the effect, and subject to the conditions, provided in the Indenture.

The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Issuer and, if applicable, the Guarantor, and the rights of the Holders of the Securities under the Indenture at any time by the Issuer and, if applicable, the Guarantor, and the Trustee with the consent of the Holders of a majority in the aggregate principal amount of Securities of all series issued under the Indenture at the time Outstanding and affected thereby. Furthermore, provisions in the Indenture permit the Holders of a majority in the aggregate principal amount of the Outstanding Securities of any series, in certain instances, to waive, on behalf of all of the Holders of Securities of such series, certain past defaults under the Indenture and their consequences. Any such waiver by the Holder of this Note shall be conclusive and binding upon such Holder and upon all future Holders of this Note and other Notes issued upon the registration of transfer hereof or in exchange hereof, or in lieu hereof, whether or not notation of such consent or waiver is made upon this Note.

No reference herein to the Indenture and no provision of this Note or the Indenture shall alter or impair the obligation of the Issuer, which is absolute and unconditional, to pay the principal of, and premium, if any, with respect to, and interest on, this Note in the manner, at the respective times, at the rate and in the coin or currency herein prescribed.

This Note is issuable only in definitive registered form, without coupons, in denominations of $2,000 and integral multiples of $1,000 in excess thereof. This Note may be exchanged for a like aggregate principal amount of Notes of other authorized denominations at the office or agency of the Issuer in The City of New York, in the manner and subject to the limitations provided herein and in the Indenture, but without the payment of any charge except for any tax or other governmental charge imposed in connection therewith.

The Issuer shall not pay additional amounts on this Note held by a Person that is not a U.S. Person in respect of taxes or similar charges withheld or deducted.

The Issuer, the Guarantor or the Trustee and any authorized agent of the Issuer, the Guarantor or the Trustee may deem and treat the Person in whose name this Note is registered as the Holder and absolute owner of this Note (whether or not this Note shall be overdue and notwithstanding any notation of ownership or other writing hereon), for the purpose of receiving payment of, or on account of, the principal of, or premium, if any, with respect to, or subject to the provisions on the face hereof, interest on, this Note and for all other purposes, and none of the Issuer, the Guarantor or the Trustee or any authorized agent of the Issuer, the Guarantor or the Trustee shall be affected by any notice to the contrary.

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THE INDENTURE AND THIS NOTE SHALL BE DEEMED TO BE A CONTRACT UNDER THE LAWS OF THE STATE OF NEW YORK, AND FOR ALL PURPOSES SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF SUCH STATE INCLUDING, WITHOUT LIMITATION, SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW.

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GUARANTEE

PLUM CREEK TIMBER COMPANY, INC.

For value received, Plum Creek Timber Company, Inc., a corporation duly organized and existing under the laws of the State of Delaware (the “Guarantor”), hereby unconditionally guarantees to the Holder of the Note upon which this Guarantee is endorsed the due and punctual payment of the principal of, interest on, and premium, if any, required with respect to said Note, when and as the same shall become due and payable, whether on the Stated Maturity Date, by acceleration, redemption, repurchase or repayment or otherwise, according to the terms thereof and of the Indenture referred to therein. In case of the failure of Plum Creek Timberlands, L.P. (the “Issuer,” which term includes any successor thereof under the Indenture) punctually to pay any such principal, interest, or premium, the Guarantor hereby agrees to cause any such payment to be made punctually when and as the same shall become due and payable, whether on the Stated Maturity Date, by acceleration, redemption, repurchase or repayment or otherwise, and as if such payment were made by the Issuer.

The obligations of the Guarantor to the Holders and to the Trustee pursuant to this Guarantee and the Indenture are expressly set forth in Article XIII of the Indenture and reference is hereby made to such Indenture for the precise terms of this Guarantee.

The Guarantor hereby agrees that its obligations hereunder shall be as principal and not merely as surety, and shall be absolute, irrevocable and unconditional, irrespective of, and shall be unaffected by, any invalidity, irregularity or unenforceability of said Note or said Indenture, any failure to enforce the provisions of said Note or said Indenture, or any waiver, modification, consent or indulgence granted to the Issuer with respect thereto, by the Holder of said Note or the Trustee under said Indenture, the recovery of any judgment against the Issuer or any action to enforce the same, or any other circumstances which may otherwise constitute a legal or equitable discharge of a surety or guarantor. The Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of merger, insolvency or bankruptcy of the Issuer, any right to require a proceeding first against the Issuer, protest or notice with respect to said Note or the indebtedness evidenced thereby and all demands whatsoever, and covenants that this Guarantee will not be discharged except by payment in full of the principal of, and interest on, and premium, if any, required with respect to, said Note and the complete performance of all other obligations contained in said Note.

The Guarantor shall be subrogated to all rights of the Holder of said Note against the Issuer in respect of any amounts paid to such Holder by the Guarantor pursuant to the provisions of this Guarantee; provided, however, that the Guarantor shall not be entitled to enforce, or to receive any payments arising out of or based upon, such right of subrogation until the principal of, interest on, and premium, if any, required with respect to, all Notes of this series issued under said Indenture shall have been paid in full and its other obligations under said Indenture completed.

The Guarantor hereby certifies and warrants that all acts, conditions and things required to be done and performed and to have happened precedent to the creation and issuance of this Guarantee and to constitute the same the valid obligation of the Guarantor have been done and performed and have happened in due compliance with all applicable laws.

This Guarantee as endorsed on said Note shall not be entitled to any benefit under said Indenture or become valid or obligatory for any purpose until the certificate of authentication on said Note shall have been signed manually by or on behalf of the Trustee under said Indenture.

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THE GUARANTEE AND THIS NOTE SHALL BE DEEMED TO BE A CONTRACT UNDER THE LAWS OF THE STATE OF NEW YORK, AND FOR ALL PURPOSES SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF SUCH STATE INCLUDING, WITHOUT LIMITATION, SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW.

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IN WITNESS WHEREOF, the Guarantor has caused this instrument to be duly executed, manually or by facsimile by an authorized signatory.

Date: November 26, 2012


PLUM CREEK TIMBER COMPANY, INC., as Guarantor

By:
		Name:
		Title:


ATTEST:

By:
		Assistant Secretary

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ASSIGNMENT FORM


FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto

Please insert social security number or other identifying number of assignee:

Please print or type name and address (including zip code) of assignee:

the within Note and all rights thereunder, hereby irrevocably constituting and appointing attorney to transfer said Note of PLUM CREEK TIMBERLANDS, L.P. on the books of PLUM CREEK TIMBERLANDS, L.P., with full power of substitution in the premises.




Dated:

Signature Guaranteed


NOTICE: Signature must be guaranteed by an eligible Guarantor Institution (banks, stockbrokers, savings and loan associations and credit unions) with membership in an approved signature guarantee medallion program pursuant to Securities and Exchange Commission Rule 17Ad-15.				NOTICE: The signature to this Assignment must correspond with the name as written upon the face of the within Note in every particular, without alteration or enlargement or any change whatever.

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EX-5.1 4 d440298dex51.htm OPINION LETTER OF SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP <![CDATA[Opinion Letter of Skadden, Arps, Slate, Meagher & Flom LLP]]>

Exhibit 5.1

[Letterhead of Skadden, Arps, Slate, Meagher & Flom LLP]

November 26, 2012

Plum Creek Timberlands, L.P.

Plum Creek Timber Company, Inc.

999 Third Avenue, Suite 4300

Seattle, Washington 98104

Re:

Plum Creek Timberlands, L.P. and Plum Creek Timber

Company, Inc. Registration Statement on Form S-3

Ladies and Gentlemen:

We have acted as special counsel to Plum Creek Timberlands, L.P., a Delaware limited partnership (the “Partnership”), and Plum Creek Timber Company, Inc., a Delaware corporation (the “Company”), in connection with the public offering of $325,000,000 aggregate principal amount of the Partnership’s 3.25% Notes due 2023 (the “Debt Securities”), guaranteed by the Company (the “Guarantee” and, together with the Debt Securities, the “Securities”), issuable pursuant to an indenture dated November 14, 2005 (the “Indenture”), among the Partnership, the Company and U.S. Bank National Association, as Trustee (the “Trustee”). The Partnership and the Company entered into a Purchase Agreement, dated November 14, 2012 (the “Purchase Agreement”), with Goldman, Sachs & Co., J.P. Morgan Securities LLC and RBS Securities Inc., as representatives of the several Underwriters named therein (the “Underwriters”), relating to the sale by the Partnership and the Company to the Underwriters of the Securities.

This opinion is being furnished in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act of 1933, as amended (the “Securities Act”).

In rendering the opinion stated herein, we have examined and relied on the following:

(i)

the registration statement on Form S-3 (File Nos. 333-178443 and 333-178443-01) of the Company and the Partnership, respectively, relating to the Securities and other securities of the Partnership and the Company filed with the Securities and Exchange Commission (the

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“Commission”) on December 12, 2011 under the Securities Act allowing for delayed offerings pursuant to Rule 415 of the General Rules and Regulations under the Securities Act (such registration statement, being hereinafter referred to as the “Registration Statement”);

(ii)

an executed copy of the global certificate evidencing the Securities (the “Note Certificate”);

(iii)

an executed copy of the Indenture;

(iv)

an executed copy of the certificate of David W. Lambert, Senior Vice President and Chief Financial Officer of the Company, dated the date hereof, setting forth the terms of the Securities issued under the Indenture;

(v)

an executed copy of the Purchase Agreement;

(vi)

a copy of the Agreement of Limited Partnership of the Partnership, as certified by José Quintana, Assistant Secretary of the Company;

(vii)

a copy of the Certificate of Limited Partnership of the Partnership, as certified by the Secretary of State of the State of Delaware;

(viii)

a copy of the Restated Certificate of Incorporation of the Company, as certified by the Secretary of State of the State of Delaware;

(ix)

a copy of the Amended and Restated By-laws of the Company, as certified by José Quintana, Assistant Secretary of the Company; and

(x)

copies of certain resolutions of the Board of Directors of the Company, adopted on November 1, 2011 and August 7, 2012, as certified by José Quintana, Assistant Secretary of the Company.

We have also examined originals or copies, certified or otherwise identified to our satisfaction, of such records of the Partnership and the Company and such agreements, certificates and receipts of public officials, certificates of officers or other representatives of the Partnership, the Company and others, and such other documents as we have deemed necessary or appropriate as a basis for the opinions set forth below.

In our examination, we have assumed the genuineness of all signatures, including endorsements, the legal capacity and competency of all natural persons, the

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authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as facsimile, electronic, certified or photostatic copies, and the authenticity of the originals of such copies. As to any facts relevant to the opinions stated herein that we did not independently establish or verify, we have relied upon statements and representations of officers and other representatives of the Partnership, the Company and others and of public officials.

Our opinions set forth herein are limited to the Delaware partnership law, the Delaware corporate law and the laws of the State of New York that, in our experience, are applicable to transactions of the type covered by the Purchase Agreement, the Indenture and the Securities and, to the extent that judicial or regulatory orders or decrees or consents, approvals, licenses, authorizations, validations, filings, recordings or registrations with governmental authorities are relevant, to those required under such laws (all of the foregoing being referred to as “Opined on Law”). We do not express any opinion with respect to the law of any jurisdiction other than Opined on Law or as to the effect of any such non-opined-on law on the opinions herein which laws are subject to change with possible retroactive effect.

The Indenture and the Note Certificate are referred to herein collectively as the “Transaction Agreements.” “Organizational Documents” means those documents listed in paragraphs (vi) through (ix) above.

Based upon the foregoing and subject to the limitations, qualifications, exceptions and assumptions set forth herein, we are of the opinion that:

1. The Debt Securities have been duly authorized and executed by the Partnership, and when duly authenticated by the Trustee and issued and delivered by the Partnership against payment therefor in accordance with the terms of the Purchase Agreement and the Indenture, the Debt Securities will constitute valid and binding obligations of the Partnership entitled to the benefits of the Indenture and enforceable against the Partnership in accordance with their terms.

2. The Guarantee has been duly authorized and executed by the Company and when the Debt Securities are issued and delivered by the Partnership against payment therefor in accordance with the terms of the Purchase Agreement and the Indenture, the Guarantee will constitute the valid and binding obligation of the Company, enforceable against the Company in accordance with its terms.

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The opinions set forth below are subject to the following further qualifications, assumptions and limitations:

(a)

the opinions stated herein are limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer, preference and other similar laws affecting creditors’ rights generally, and by general principles of equity (regardless of whether enforcement is sought in equity or at law);

(b)

except to the extent expressly stated in the opinions contained herein, we do not express any opinion with respect to the effect on the opinions stated herein of (i) the compliance or non-compliance of any party to any of the Transaction Agreements with any laws, rules or regulations applicable to such party or (ii) the legal status or legal capacity of any such party to any of the Transaction Agreements;

(c)

except to the extent expressly stated in the opinions contained herein, we have assumed that each of the Transaction Agreements constitutes the valid and binding obligation of each party to such Transaction Agreement, enforceable against such party in accordance with its terms;

(d)

we do not express any opinion with respect to the enforceability of any rights to indemnification, contribution, exculpation, release or waiver that may be contrary to public policy or violative of federal or state securities laws, rules or regulations; and

(e)

to the extent that any opinion relates to the enforceability of the choice of New York law and choice of New York forum provisions contained in any agreement or instrument, the opinions stated herein are rendered solely in reliance upon New York General Obligations Law sections 5-1401 and 5-1402 and Rule 327(b) of New York Civil Practice Law and Rules and are subject to the qualification that such enforceability may be subject to, in each case, the exceptions and limitations in such sections 5-1401 and 5-1402, as well as by principles of public policy, comity or constitutionality.

In addition, in rendering the foregoing opinions, we have assumed that neither the execution and delivery by the Partnership and the Company of the Transaction Agreements to which it is a party nor the consummation by the Company of the transactions contemplated thereby, including the issuance and sale of the Securities: (i) conflicts with or will conflict with the Organizational Documents, (ii) constitutes or will constitute a violation of, or a default under, any lease, indenture, instrument or other agreement to which the Partnership or the Company or any of their respective properties is subject, (iii) contravenes or will contravene any order or decree of any governmental authority to which the Partnership or the Company or any of their respective properties is subject, (iv) violates or will violate any law, rule or regulation to which the Partnership or the Company or any of their respective properties is subject or (v) requires or will require the consent, approval, licensing or authorization of, or any filing, recording or registration with, any governmental authority under any law, rule or regulation of any jurisdiction.

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We hereby consent to the filing of this opinion with the Commission as an exhibit to the Registration Statement. We also hereby consent to the reference to our firm under the caption “Legal Matters” in the Registration Statement. In giving this consent, we do not thereby admit that we are included in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission promulgated thereunder. This opinion is expressed as of the date hereof unless otherwise expressly stated, and we disclaim any undertaking to advise you of any subsequent changes in the facts stated or assumed herein or of any subsequent changes in applicable law.

Very truly yours,

/s/ Skadden, Arps, Slate, Meagher & Flom LLP