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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 7.70% Debentures Due June 15,
2015 (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 June
5, 1995, the terms of the Debentures to be issued under the Indenture shall be
as follows:
(i) The title of the Debentures is "7.70%
Debentures Due June 15, 2015".
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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 June 15, 2015, subject to the provisions of the
Indenture respecting acceleration.
(iv) The Debentures shall bear interest at a rate of
7.70% per annum from June 9, 1995 or from the most recent
Interest Payment Date to which interest has been paid or provided
for, payable semi-annually in arrears on June 15 and December 15
of each year, commencing December 15, 1995, to holders of record
on the preceding June 1 or December 1, 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 may not be redeemed prior to
maturity and will not be entitled to the benefit of any sinking
fund.
Capitalized terms not otherwise defined herein have the meanings
specified in the Indenture.
IN WITNESS WHEREOF, we have hereunto signed our names the 9th day
of June, 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