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EXHIBIT 4(ii)
GEORGIA-PACIFIC CORPORATION
Officers' Certificate
Pursuant to Sections 102 and 301 of the Indenture dated as of
March 1, 1983, between Georgia-Pacific Corporation (the "Corporation") and The
Chase Manhattan Bank (National Association)("Chase"), as supplemented by the
First Supplemental Indenture, dated as of July 27, 1988 (collectively, the
"Indenture"), among the Corporation, Chase and Morgan Guaranty Trust Company of
New York (whom The Bank of New York has succeeded as Trustee), the undersigned
Senior Vice President - Finance and Chief Financial Officer and the Treasurer
of the Corporation each hereby certifies as follows:
(1) He has read all provisions in the Indenture relating
to conditions precedent to the authentication and delivery of $250,000,000
aggregate principal amount of the Corporation's 8 5/8% Debentures Due April 30,
2025 (the "Debentures") and the definitions in the Indenture relating thereto
and has made such investigation as he considered necessary in connection with
the delivery hereof.
(2) In his opinion, he has made such examination or
investigation as is necessary to enable him to express an informed opinion as
to whether or not provisions in the Indenture relating to conditions precedent
to the authentication and delivery of the Debentures under the Indenture have
been complied with.
(3) In his opinion, such provisions have been complied
with.
(4) Pursuant to resolutions adopted by the Board of
Directors of the Corporation (or the Executive Committee thereof) at meetings
duly called and held on February 24, 1983, July 25, 1986, July 25, 1988,
January 29, 1992, January 27, 1993 and May 4, 1993, and by the Pricing
Committee of the Board of Directors at a meeting duly called and held on April
18, 1995, the terms of the Debentures to be issued under the Indenture shall be
as follows:
(i) The title of the Debentures is "8 5/8%
Debentures Due April 30, 2025".
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(ii) The Debentures are to be issued in, and
limited to, an aggregate principal amount of $250,000,000
(except for Debentures authenticated and delivered upon
registration of, transfer of, or in exchange for, or in lieu
of, other Debentures pursuant to the terms of the Indenture).
(iii) The unpaid principal of the Debentures is
payable on April 30, 2025, subject to the provisions of the
Indenture respecting acceleration and earlier redemption.
(iv) The Debentures shall bear interest at a rate
of 8 5/8% per annum from April 25, 1995 or from the most
recent Interest Payment Date to which interest has been
paid or provided for, payable semi-annually in arrears on
October 30 and April 30 of each year, beginning on October 30,
1995, to the Person in whose name the Debenture (or any
predecessor Debenture) is registered at the close of business
on the October 15 or April 15, as the case may be, next
preceding such Interest Payment Date.
(v) Principal (and premium, if any) and interest
on the Debentures are payable at the Corporate Trust Office
of the Trustee in the Borough of Manhattan, City of New
York, provided, however, that at the option of the Corporation
such payment may be made by check mailed to the Person
entitled thereto as provided in the Indenture.
(vi) The Debentures are subject to redemption upon
not less than 30 nor more than 60 days' notice given as
provided in the Indenture at any time, on or after April 30,
2005, as a whole or in part, at the election of the
Corporation, at the following redemption prices (expressed as
percentages of the principal amount) if redeemed during the
12-month period beginning April 30 of the years indicated:
Year Redemption Price Year Redemption Price
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2005 104.205% 2010 102.102%
2006 103.784% 2011 101.682%
2007 103.364% 2012 101.261%
2008 102.943% 2013 100.841%
2009 102.523% 2014 100.420%
and thereafter at 100% of the principal amount thereof, together in each case
with accrued interest to the Redemption Date.
(vii) The Debentures will not be entitled to the
benefit of any sinking fund.
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Capitalized terms not otherwise defined herein have the meanings
specified in the Indenture.
IN WITNESS WHEREOF, we have hereunto signed our names the 25th day of
April, 1995.
By /s/ John F. McGovern
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John F. McGovern
Senior Vice President - Finance
and Chief Financial Officer
By: /s/ Danny W. Huff
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Danny W. Huff
Treasurer
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