REGISTERED REGISTERED
NUMBER (LOGO) $
R
GEORGIA-PACIFIC CORPORATION
7 1/4% DEBENTURE DUE JUNE 1, 2028
CUSIP 373298 BP 2
SEE REVERSE FOR CERTAIN DEFINITIONS
GEORGIA-PACIFIC CORPORATION, a Georgia corporation (hereinafter referred to as
the "Company", which term includes any successor Person under the Indenture
hereinafter referred to), for value received, hereby promises to pay to
7 1/4% 7 1/4%
Due Due
2028 2028
or registered assigns, the principal sum of DOLLARS
on June 1, 2028 and to pay interest thereon from June 2, 1998, or from the
most recent Interest Payment Date to which interest has been paid or duly
provided for, semi-annually in arrears on June 1 and December 1 of each year,
commencing December 1, 1998, at the rate of 7 1/4% per annum, until the
principal hereof is paid or made available for payment. The interest so
payable, and punctually paid or duly provided for, on any Interest Payment
Date will, as provided in the Indenture hereinafter referred to, be paid to
the Person in whose name this Security (or one or more Predecessor Securities)
is registered at the close of business on the Regular Record Date for such
interest, which shall be the May 15 or November 15, as the case may be, next
preceding such Interest Payment Date. Any such interest not so punctually
paid or duly provided for will forthwith cease to be payable to the Holder on
such Regular Record Date and may either be paid to the Person in whose name
this Security (or one or more Predecessor Securities) is registered at the
close of the business on a Special Record Date for the payment of such
Defaulted Interest to be fixed by the Trustee, notice whereof shall be given
to Holders of Securities of this series not less than 10 days prior to such
Special Record Date, or be paid at any time in any other lawful manner not
inconsistent with the requirements of any securities exchange on which the
Securities of this series may be listed, and upon such notice as may be
required by such exchange, all as more fully provided in said Indenture.
Payment of the principal of (and premium, if any) and any such interest
on this Security will be made at the office or agency of the Company
maintained for that purpose in the Borough of Manhattan, The City of New York,
in such coin or currency of the United States of America as at the time of
payment is legal tender for payment of public and private debts; provided,
however, that at the option of the Company payment of interest may be made by
check mailed to the address of the Person entitled thereto as such address
shall appear in the Security Register.
Reference is hereby made to the further provisions of this Security set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
Unless the certificate of authentication hereon has been executed by the
Trustee referred to on the reverse hereof by manual signature, this Security
shall not be entitled to any benefit under the Indenture or be valid or
obligatory for any purpose.
IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed under its corporate seal.
Date:
GEORGIA-PACIFIC CORPORATION
By: A. D. Correll
Chairman
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Securities of
the series designated therein referred
to in the within-mentioned Indenture.
THE BANK OF NEW YORK
By as Trustee Attest: Kenneth F. Khoury
(SEAL) Secretary
Authorized Signatory
GEORGIA-PACIFIC CORPORATION
7 1/4% DEBENTURE DUE JUNE 1, 2028
This Security is one of a duly authorized issue of securities of the
Company (herein called the "Securities"), issued and to be issued in one or
more series under an Indenture, dated as of March 1, 1983, between the Company
and The Chase Manhattan Bank (National Association)("Chase"), as amended and
supplemented by a First Supplemental Indenture dated as of July 27, 1988 (such
Indenture as so amended and supplemented, the "Indenture"), among the
Company, Chase and Morgan Guaranty Trust Company of New York, as Trustee (The
Bank of New York, as successor trustee under the Indenture, along with any
other successor trustee under the Indenture with respect to the series of
Securities of which this Security is a part, is herein called the "Trustee"),
to which Indenture and all indentures supplemental thereto reference is hereby
made for a statement of the respective rights, limitations of rights, duties
and immunities thereunder of the Company, the Trustee and the Holders of the
Securities and of the terms upon which the Securities are, and are to be,
authenticated and delivered. This Security is one of the series designated on
the face hereof, limited in aggregate principal amount of $300,000,000.
The Securities of this series will not be entitled to any sinking fund.
The Securities of this series will be redeemable, in whole or from time
to time in part, at the option of the Corporation on any date (a "Redemption
Date"), at a redemption price equal to the greater of (i) 100% of the
principal amount of the Securities of this series to be redeemed and (ii) the
sum of the present values of the remaining scheduled payments of principal and
interest thereon (exclusive of interest accrued to such Redemption Date)
discounted to such Redemption Date on a semiannual basis (assuming a 360-day
year consisting of twelve 30-day months) at the Treasury Rate (as defined
below) plus 25 basis points, plus, in either case, accrued and unpaid interest
on the principal amount being redeemed to such Redemption Date; provided that
installments of interest on the Securities of this series which are due and
payable on an interest payment date falling on or prior to the relevant
Redemption Date shall be payable to the holders of the Securities of this
series, registered as such at the close of business on the relevant record
date according to their terms and the provisions of the Indenture.
"Treasury Rate" means, with respect to any Redemption Date for the
Securities of this series, (i) the yield, under the heading which represents
the average for the immediately preceding week, appearing in the most recently
published statistical release designated "H.15(519)" or any successor
publication which is published weekly by the Board of Governors of the Federal
Reserve System and which establishes yields on actively traded United States
Treasury securities adjusted to constant maturity under the caption "Treasury
Constant Maturities," for the maturity corresponding to the Comparable
Treasury Issue (if no maturity is within three months before or after the
Maturity Date, yields for the two published maturities most closely
corresponding to the Comparable Treasury Issue shall be determined and the
Treasury Rate shall be interpolated or extrapolated from such yields on a
straight line basis, rounding to the nearest month) or (ii) if such release
(or any successor release) is not published during the week preceding the
calculation date or does not contain such yields, the rate per annum equal to
the semi-annual equivalent yield to maturity of the Comparable Treasury Issue,
calculated using a price for the Comparable Treasury Issue (expressed as a
percentage of its principal amount) equal to the Comparable Treasury Price for
such Redemption Date. The Treasury Rate shall be calculated on the third
Business Day preceding the Redemption Date.
"Comparable Treasury Issue" means the United States Treasury security
selected by the Independent Investment Banker as having a maturity comparable
to the remaining term of the Securities of this series to be redeemed that
would be utilized, at the time of selection and in accordance with customary
financial practice, in pricing new issues of corporate debt securities of
comparable maturity to the remaining term of the Securities of this series.
"Independent Investment Banker" means Morgan Stanley & Co. Incorporated
or, if such firm is unwilling or unable to select the Comparable Treasury
Issue, an independent investment banking institution of national standing
appointed by the Corporation.
"Comparable Treasury Price" means with respect to any Redemption Date
for the Securities of this series (i) the average of five Reference Treasury
Dealer Quotations for such Redemption Date, after excluding the highest and
lowest such Reference Treasury Dealer Quotations, or (ii) if the Trustee
obtains fewer than five such Reference Treasury Dealer Quotations, the average
of all such quotations.
"Reference Treasury Dealer" means each of Morgan Stanley & Co.
Incorporated; Goldman, Sachs & Co.; SBC Warburg Dillon Read Inc.; BancAmerica
Robertson Stephens; and Citicorp Securities, Inc. and their respective
successors; provided, however, that if any of the foregoing shall cease to be
a primary U.S. Government securities dealer in New York City (a "Primary
Treasury Dealer"), the Corporation will substitute therefor another Primary
Treasury Dealer.
"Reference Treasury Dealer Quotations" means, with respect to each
Reference Treasury Dealer and any Redemption Date, the average, as determined
by the Trustee, of the bid and asked prices for the Comparable Treasury Issue
(expressed in each case as a percentage of its principal amount) quoted in
writing to the Trustee by such Reference Treasury Dealer at 5:00 p.m., New
York City time, on the third Business Day preceding such Redemption Date.
Notice of any redemption by the Corporation will be mailed at least 30
days but not more than 60 days before any Redemption Date to each holder of
the Securities of this series to be redeemed. If less than all the Securities
of this series are to be redeemed at the option of the Corporation, the
Trustee shall select, in such manner as it shall deem fair and appropriate,
the Securities of this series to be redeemed in whole or in part.
Unless the Corporation defaults in payment of the redemption price, on
and after any Redemption Date interest will cease to accrue on the Securities
of this series or portions thereof called for redemption.
If an Event of Default with respect to Securities of this series shall
occur and be continuing, the principal of the Securities of this series may be
declared due and payable in the manner and with the effect 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
Company and the rights of the Holders of the Securities of each series to be
affected under the Indenture at any time by the Company and the Trustee with
the consent of the Holders of 66 2/3% in principal amount of the Securities at
the time Outstanding of each series to be affected. The Indenture also
contains provisions permitting the Holders of specified percentages in
principal amount of the Securities of each series at the time Outstanding, on
behalf of the Holders of all the Securities of such series, to waive
compliance by the Company with certain provisions of the Indenture and certain
past defaults under the Indenture and their consequences. Any such consent or
waiver by the Holder of this Security shall be conclusive and binding upon
such Holder and upon all future Holders of this Security and of any Security
issued upon the registration of transfer hereof or in exchange herefor or in
lieu hereof, whether or not notation of such consent or waiver is made upon
this Security.
No reference herein to the Indenture and no provision of this Security or
of the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of (and premium, if any) and
interest on this Security at the times, place and rate, and in the coin or
currency, herein prescribed.
As provided in the Indenture and subject to certain limitations therein
set forth, the transfer of this Security is registrable in the Security
Register, upon surrender of this Security for registration of transfer at the
office or agency of the Company in any place where the principal of (and
premium, if any) and interest on this Security are payable, duly endorsed by,
or accompanied by a written instrument of transfer in form satisfactory to the
Company and the Security Registrar duly executed by, the Holder hereof or his
attorney duly authorized in writing, and thereupon one or more new Securities
of this series, of authorized denominations and for the same aggregate
principal amount, will be issued to the designated transferee or transferees.
The Securities of this series are issuable only in registered form
without coupons in denominations of $1,000 and any integral multiple thereof.
As provided in the Indenture and subject to certain limitations therein set
forth, Securities of this series are exchangeable for a like aggregate
principal amount of Securities of this series of a different authorized
denomination, as requested by the Holder surrendering the same.
No service charge shall be made for any such registration of transfer or
exchange, but the Company may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.
Prior to due presentment of this Security for registration of transfer,
the Company, the Trustee and any agent of the Company or the Trustee may treat
the Person in whose name this Security is registered as the owner hereof for
all purposes, whether or not this Security be overdue, and neither the
Company, the Trustee nor any such agent shall be affected by notice to the
contrary.
All terms used in this Security which are defined in the Indenture shall
have the meanings assigned to them in the Indenture.
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of
this instrument, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM -- as tenants in common UNIF GIFT MIN ACT -
Custodian
- ------ ------
TEN ENT -- as tenants by the entireties
(Cust) (Minor)
JT TEN -- as joint tenants with right of
under Uniform Gifts to survivorship and not as tenants
Minors Act
--------
in common
(State)
Additional abbreviations may also be used though not in the above list.
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FOR VALUE RECEIVED the undersigned hereby sell(s), assign(s) and transfer(s)
unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
/ /
/ /
Please print or typewrite name and address including postal zip code of assignee
the within Debenture and all rights thereunder, hereby irrevocably constituting
and appointing
attorney
to transfer said Debenture on the books of the Company, with full power of
substitution in the premises.
Dated:
NOTICE: The signature to this assignment must correspond with the name as
written upon the face of the within instrument, in every particular, without
alteration or enlargement or any change whatever.