GEORGIA-PACIFIC CORPORATION
7 3/4% DEBENTURE DUE NOVEMBER 15, 2029
REGISTERED REGISTERED
(NUMBER)
FORM OF
GEORGIA-PACIFIC CORPORATION
7 3/4% DEBENTURE DUE NOVEMBER 15, 2029
GEORGIA-PACIFIC CORPORATION, a Georgia corporation (hereinafter
referred to as the "Corporation", which term includes any
successor Person under the Indenture hereinafter referred to),
for value received, hereby promises to pay to
7 3/4% 7 3/4%
DUE DUE
2029 2029
or registered assigns the principal sum of
on November 15, 2029, and to pay interest thereon from November
10, 1999, or from the most recent Interest Payment Date to which
interest has been paid or duly provided for, semi-annually in
arrears on May 15 and November 15 of each year, commencing May
15, 2000, at the rate of 7_% 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 1 or November 1, 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 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 Corporation 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 Corporation 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
duly 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 Corporation has caused this
instrument to be duly executed under its corporate seal.
Dated:
TRUSTEE'S CERTIFICATE OF AUTHENTICATION GEORGIA-PACIFIC CORPORATION
This is one of the Securities of
the series designated therein referred By: ________________, Chairman
to in the within-mentioned
Indenture. THE BANK OF Attest: ____________,Secretary
NEW YORK, as Trustee
Authorized Signatory
[CORPORATE SEAL]
This Security is one of a duly authorized issue of securities of
the Corporation (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 Corporation 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 Corporation, Chase and Morgan Guaranty
Trust Company, 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 Corporation, 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 to $500,000,000.
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 either (a) Morgan Stanley &
Co. Incorporated or (b) Warburg Dillon Read LLC or, if each such
firm is unwilling or unable to select the Comparable Treasury
Issue, an independent investment banking institution of national
standing appointed by the Trustee after consultation with, and
upon the direction of, the Corporation.
"Comparable Treasury Price" means with respect to any Redemption
Date for the Securities of this Series (i) the average of four
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 four
such Reference Treasury Dealer Quotations, the average of all
such quotations.
"Reference Treasury Dealer" means (a) each of Morgan Stanley &
Co. Incorporated and Warburg Dillon Read LLC 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 and (b) any two other Primary Treasury Dealers selected by
the Corporation.
"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 payments 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 Corporation and the rights of the
Holders of the Securities of each series to be affected under the
Indenture at any time by the Corporation 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
Corporation 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 Corporation, 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
Corporation 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 Corporation 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 Corporation 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 Corporation, the Trustee and any agent of the
Corporation 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 GIF MIN ACT - _____ Custodian ____
TEN ENT - as tenants by the entireties (Cust) (Minor)
JT TEN - as joint tenants with right of survivorship
and not as tenants in common under Uniform Gifts to
Minors Act ___
(State)
Additional abbreviations may also be used though not in the above list.
___________________________________________
FOR VALUE RECEIVED the undersigned hereby sell(s), assign(s) and
transfer(s) into
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
to transfer said Debenture on the books of the Corporation, with
full power of substitution in the premises.
Dated: __________________________________________________
_____________________________________________________
UNLESS THIS DEBENTURE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK
CORPORATION ("DTC"), TO THE ISSUER OR ITS AGENT FOR REGISTRATION
OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY DEBENTURE ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR IN 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 BECAUSE THE REGISTERED OWNER, CEDE & CO., HAS AN
INTEREST HEREIN.