EXHIBIT 4(q)
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GEORGIA-PACIFIC CORPORATION
and
THE CHASE MANHATTAN BANK , as Collateral Agent
and
THE CHASE MANHATTAN BANK, as Securities Intermediary
and
THE FIRST NATIONAL BANK OF CHICAGO, as Purchase Contract Agent
PLEDGE AGREEMENT
Dated as of July 7, 1999
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TABLE OF CONTENTS
Page
Section 1. Definitions................................................................ 1
Section 2. Pledge..................................................................... 5
2.1 Pledge..................................................................... 5
2.2 Control; Financing Statement............................................... 5
2.3 Termination................................................................ 5
Section 3. Distributions on Pledged Collateral........................................ 5
3.1 Income Distributions....................................................... 5
3.2 Principal Payments Following Termination Event............................. 6
3.3 Principal Payments Prior To or On Purchase Contract Settlement Date........ 6
3.4 Payments to Purchase Contract Agent........................................ 6
3.5 Assets Not Properly Released............................................... 6
Section 4. Control.................................................................... 7
4.1 Establishment of Collateral Account........................................ 7
4.2 Treatment as Financial Assets.............................................. 7
4.3 Sole Control by Collateral Agent........................................... 7
4.4 Securities Intermediary's Location......................................... 7
4.5 No Other Claims............................................................ 8
4.6 Investment and Release..................................................... 8
4.7 Statements and Confirmations............................................... 8
4.8 Tax Allocations............................................................ 8
4.9 No Other Agreements........................................................ 8
4.10 Powers Coupled With An Interest............................................ 8
Section 5. Initial Deposit; Establishment of Treasury PEPS Units and Reestablishment
of PEPS Units................................................................... 8
5.1 Initial Deposit of Senior Deferrable Notes................................. 9
5.2 Establishment of Treasury PEPS Units....................................... 9
5.3 Reestablishment of PEPS Units.............................................. 9
5.4 Termination Event.......................................................... 10
5.5 Cash Settlement............................................................ 11
5.6 Early Settlement........................................................... 12
5.7 Application of Proceeds Settlement......................................... 13
Section 6. Voting Rights.............................................................. 00
-x-
Xxxxxxx 0. Rights and Remedies........................................................ 14
7.1 Rights and Remedies of the Collateral Agent................................ 14
7.2 Substitutions.............................................................. 15
Section 8. Representations and Warranties; Covenants.................................. 15
8.1 Representations and Warranties............................................. 15
8.2 Covenants.................................................................. 16
Section 9. The Collateral Agent and the Securities Intermediary....................... 16
9.1 Appointment, Powers and Immunities......................................... 16
9.2 Instructions of the Company................................................ 17
9.3 Reliance by Collateral Agent and Securities Intermediary................... 18
9.4 Rights in Other Capacities................................................. 18
9.5 Non-Reliance on Collateral Agent and Securities Intermediary............... 18
9.6 Compensation and Indemnity................................................. 18
9.7 Failure to Act............................................................. 19
9.8 Resignation of Collateral Agent and Securities Intermediary................ 19
9.9 Right to Appoint Agent or Advisor.......................................... 20
9.10 Survival................................................................... 21
9.11 Exculpation................................................................ 21
Section 10. Amendment................................................................. 21
10.1 Amendment Without Consent of Holders...................................... 21
10.2 Amendment With Consent of Holders......................................... 21
10.3 Execution of Amendments................................................... 22
10.4 Effect of Amendments...................................................... 22
10.5 Reference to Amendments................................................... 23
Section 11. Miscellaneous............................................................. 23
11.1 No Waiver................................................................. 23
11.2 Governing Law............................................................. 23
11.3 Notices................................................................... 23
11.4 Successors and Assigns.................................................... 24
11.5 Counterparts.............................................................. 24
11.6 Severability.............................................................. 24
11.7 Expenses, etc............................................................. 24
11.8 Security Interest Absolute................................................ 24
EXHIBIT A Instruction from Purchase Contract Agent to Collateral Agent
(Establishment of Treasury PEPS Units)
EXHIBIT B Instruction from Collateral Agent to Securities Intermediary
(Establishment of Treasury PEPS Units)
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EXHIBIT C Instruction from Purchase Contract Agent to Collateral Agent
(Reestablishment of PEPS Units)
EXHIBIT D Instruction from Collateral Agent to Securities Intermediary
(Reestablishment of PEPS Units)
EXHIBIT E Notice of Cash Settlement from the Securities Intermediary to the
Purchase Contract Agent
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PLEDGE AGREEMENT
PLEDGE AGREEMENT, dated as of July 7, 1999, among Georgia-Pacific
Corporation, a Georgia corporation (the "Company"), The Chase Manhattan Bank, as
collateral agent (in such capacity, together with its successors in such
capacity, the "Collateral Agent"), The Chase Manhattan Bank, as securities
intermediary with respect to the Collateral Account (in such capacity, together
with its successors in such capacity, the "Securities Intermediary"), and The
First National Bank of Chicago, as purchase contract agent and as attorney-in-
fact of the Holders from time to time of the Securities (in such capacity,
together with its successors in such capacity, the "Purchase Contract Agent")
under the Purchase Contract Agreement.
RECITALS
The Company and the Purchase Contract Agent are parties to the Purchase
Contract Agreement dated as of the date hereof (as modified and supplemented and
in effect from time to time, the "Purchase Contract Agreement"), pursuant to
which there may be issued up to 17,250,000 Premium Equity Participating Security
Units--PEPS_ Units (the "Securities").
Each PEPS Unit, at issuance, consists of a unit comprised of (a) a stock
purchase contract (the "Purchase Contract") under which (i) the Holder will
purchase from the Company on the Purchase Contract Settlement Date, for an
amount equal to $50 (the "Stated Amount"), a number of shares of Georgia-Pacific
Corporation--Georgia-Pacific Group Common Stock ("Georgia-Pacific Group Stock")
equal to the Settlement Rate, and (ii) the Company will pay the Holder Purchase
Contract Payments and (b) a senior deferrable note of the Company (a "Senior
Deferrable Note"), having a principal amount equal to the Stated Amount and
maturing on August 16, 2004.
Pursuant to the terms of the Purchase Contract Agreement and the Purchase
Contracts, the Holders of the Securities have irrevocably authorized the
Purchase Contract Agent, as attorney-in-fact of such Holders, among other
things, to execute and deliver this Agreement on behalf of such Holders and to
grant the pledge provided herein of the Collateral Account to secure the
Obligations.
Accordingly, the Company, the Collateral Agent, the Securities Intermediary
and the Purchase Contract Agent, on its own behalf and as attorney-in-fact of
the Holders from time to time of the Securities, agree as follows:
Section 1. Definitions.
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For all purposes of this Agreement, except as otherwise expressly provided
or unless the context otherwise requires:
(a) the terms defined in this Article have the meanings assigned to them
in this Article and include the plural as well as the singular;
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(b) the words "herein," "hereof" and "hereunder" and other words of
similar import refer to this Agreement as a whole and not to any particular
Article, Section, Exhibit or other subdivision;
(c) the following terms which are defined in the UCC shall have the
meanings set forth therein: "certificated security", "control", "financial
asset", "entitlement order", "securities account" and "security entitlement";
(d) the following terms have the meanings assigned to them in the Purchase
Contract Agreement: "Act", "Bankruptcy Code", "Board Resolution", "Business
Day", "Cash Settlement", "Certificate", "Early Settlement", "Early Settlement
Amount", "Early Settlement Date", "Holders", "Indenture", "Opinion of Counsel",
"Outstanding Securities", "PEPS Units", "Person", "Purchase Contract", "Purchase
Contract Payments", "Purchase Contract Settlement Date", "Purchase Price",
"Remarketing Agent", "Remarketing Agreement", "Senior Trustee", "Settlement
Rate", "Termination Event", "Treasury PEPS Units", and "Underwriting Agreement";
(e) the following terms have the meanings given to them in this section
1(e):
"Agreement" means this Pledge Agreement, as the same may be amended,
modified or supplemented from time to time.
"Cash" means any coin or currency of the United States as at the time
shall be legal tender for payment of public and private debts.
"Collateral Account" means the collective reference to:
(1) Securities Account No. . entitled "The Chase Manhattan Bank, as
Collateral Agent, Securities Account (Georgia-Pacific Corporation)"
maintained by the Securities Intermediary for the Purchase Contract Agent
on behalf of and as attorney-in-fact for the Holders;
(2) all investment property and other financial assets from time to
time credited to the Collateral Account, including, without limitation, (A)
Senior Deferrable Notes and security entitlements relating thereto which
are a component of the PEPS Units from time to time, (B) any Treasury
Securities and security entitlements relating thereto delivered from time
to time upon establishment of Treasury PEPS Units in accordance with
Section 5.2 hereof and (C) payments made by Holders pursuant to Section 5.5
hereof (collectively, the "Collateral");
(3) all Proceeds of any of the foregoing (whether such Proceeds arise
before or after the commencement of any proceeding under any applicable
bankruptcy, insolvency or other similar law, by or against the pledgor or
with respect to the pledgor); and
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(4) all powers and rights now owned or hereafter acquired under or
with respect to the Collateral Account.
"Company" means the Person named as the "Company" in the first
paragraph of this instrument until a successor shall have become such, and
thereafter "Company" shall mean such successor.
"Obligations" means, with respect to each Holder, the collective
reference to all obligations and liabilities of such Holder under such
Holder's Purchase Contract and this Agreement or any other document made,
delivered or given in connection herewith or therewith, in each case
whether on account of principal, interest (including, without limitation,
interest accruing before and after the filing of any petition in
bankruptcy, or the commencement of any insolvency, reorganization or like
proceeding, relating to such Holder, whether or not a claim for post-filing
or post-petition interest is allowed in such proceeding), fees,
indemnities, costs, expenses or otherwise (including, without limitation,
all fees and disbursements of counsel to the Company or the Collateral
Agent or the Securities Intermediary that are required to be paid by the
Holder pursuant to the terms of any of the foregoing agreements).
"Permitted Investments" means any one of the following which shall
mature not later than the next succeeding Business Day:
(1) any evidence of indebtedness with an original maturity of 365
days or less issued, or directly and fully guaranteed or insured, by the
United States of America or any agency or instrumentality thereof (provided
that the full faith and credit of the United States of America is pledged
in support of the timely payment thereof or such indebtedness constitutes a
general obligation of it);
(2) deposits, certificates of deposit or acceptances with an original
maturity of 365 days or less of any institution which is a member of the
Federal Reserve System having combined capital and surplus and undivided
profits of not less than $200.0 million at the time of deposit;
(3) investments with an original maturity of 365 days or less of any
Person that is fully and unconditionally guaranteed by a bank referred to
in clause (2);
(4) repurchase agreements and reverse repurchase agreements relating
to marketable direct obligations issued or unconditionally guaranteed by
the United States Government or issued by any agency thereof and backed as
to timely payment by the full faith and credit of the United States
Government;
(5) investments in commercial paper, other than commercial paper
issued by the Company or its affiliates, of any corporation incorporated
under the laws of the
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United States or any State thereof, which commercial paper has a rating at
the time of purchase at least equal to "A-1" by Standard & Poor's Ratings
Services ("S&P") or at least equal to "P-1" by Xxxxx'x Investors Service,
Inc. ("Moody's"); and
(6) investments in money market funds registered under the Investment
Company Act of 1940, as amended, rated in the highest applicable rating
category by S&P or Moody's.
"Pledge" means the lien and security interest created by this
Agreement.
"Pledged Senior Deferrable Notes" means the Senior Deferrable Notes
and security entitlements with respect thereto from time to time credited
to the Collateral Account and not then released from the Pledge.
"Pledged Treasury Securities" means Treasury Securities and security
entitlements with respect thereto from time to time credited to the
Collateral Account and not then released from the Pledge.
"Proceeds" has the meaning ascribed thereto in the UCC and includes,
without limitation, all interest, dividends, cash, instruments, securities,
financial assets (as defined in (S) 8-102(a)(9) of the UCC) and other
property received, receivable or otherwise distributed upon the sale,
exchange, collection or disposition of any financial assets from time to
time held in the Collateral Account.
"Purchase Contract Agent" has the meaning specified in the paragraph
preceding the recitals of this Agreement.
"TRADES" means the Treasury/Reserve Automated Debt Entry System
maintained by the Federal Reserve Bank of New York pursuant to the TRADES
Regulations.
"TRADES Regulations" means the regulations of the United States
Department of the Treasury, published at 31 C.F.R. Part 357, an amended
from time to time. Unless otherwise defined herein, all terms defined in
the TRADES Regulations are used herein as therein defined.
"Transfer" means:
(1) in the case of certificated securities in registered form,
delivery as provided in (S) 8-301(a) of the UCC, indorsed to the transferee
or in blank by an effective indorsement;
(2) in the case of Treasury Securities, registration of the
transferee as the owner of such Treasury Securities on TRADES; and
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(3) in the case of security entitlements, including, without
limitation, security entitlements with respect to Treasury Securities, a
securities intermediary indicating by book entry that such security
entitlement has been credited to the transferee's securities account.
"Treasury Securities" means zero-coupon U.S. Treasury Securities
(Cusip No. 000000XX0) which are the principal strips of the .% U.S.
Treasury Securities which mature on August 15, 2002.
"UCC" means the Uniform Commercial Code as in effect in the State of
New York from time to time.
"Value" means, with respect to any item of Collateral on any date, as
to (1) Cash, the face amount thereof and (2) Treasury Securities or Senior
Deferrable Notes, in each case the aggregate principal amount thereof at
maturity.
Section 2. Pledge.
------
Section 2.1 Pledge.
------
Each Holder, acting through the Purchase Contract Agent as such Holder's
attorney-in-fact, hereby pledges and grants to the Collateral Agent, as agent of
and for the benefit of the Company, a continuing first priority security
interest in and to, and a lien upon and right of set off against, all of such
Holder's right, title and interest in and to the Collateral Account to secure
the prompt and complete payment and performance when due (whether at stated
maturity, by acceleration or otherwise) of the Obligations. The Collateral Agent
shall have all of the rights, remedies and recourses with respect to the
Collateral afforded a secured party by the UCC, in addition to, and not in
limitation of, the other rights, remedies and recourses afforded to the
Collateral Agent by this Agreement.
Section 2.2 Control; Financing Statement.
----------------------------
(a) The Collateral Agent shall have control of the Collateral Account
pursuant to the provisions of Section 4 of this Agreement.
(b) On the date of initial issuance of the Securities, the Purchase
Contract Agent shall deliver to the Collateral Agent a financing statement
prepared by the Company for filing in the Office of the Secretary of State of
the State of New York, signed by the Purchase Contract Agent, as attorney-in-
fact for the Holders, as Debtors, and describing the Collateral.
Section 2.3 Termination.
-----------
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As to each Holder, this Agreement and the Pledge created hereby shall
terminate upon the satisfaction of such Holder's Obligations. Upon termination,
the Securities Intermediary shall Transfer the Collateral to the Purchase
Contract Agent for distribution to such Holder in accordance with his interest,
free and clear of any lien, pledge or security interest created hereby.
Section 3. Distributions on Pledged Collateral.
-----------------------------------
Section 3.1 Income Distributions.
--------------------
All income distributions received by the Securities Intermediary on account
of the Senior Deferrable Notes or Permitted Investments from time to time held
in the Collateral Account shall be distributed to the Purchase Contract Agent
for the benefit of the applicable Holders as provided in the Purchase Contracts.
Section 3.2 Principal Payments Following Termination Event.
----------------------------------------------
All payments received by the Securities Intermediary following a
Termination Event of (1) the principal amount of Pledged Senior Deferrable Notes
or (2) the principal amount of the Pledged Treasury Securities, shall be
distributed to the Purchase Contract Agent for the benefit of the applicable
Holders for distribution to such Holders in accordance with their respective
interests.
Section 3.3 Principal Payments Prior To or On Purchase Contract
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Settlement Date.
---------------
(a) Subject to the provisions of Section 7.2, and except as provided in
clause 3.3(b) below, if no Termination Event shall have occurred, all payments
received by the Securities Intermediary of (1) the principal amount with respect
to the Pledged Senior Deferrable Notes or (2) the principal amount of Pledged
Treasury Securities, shall be held and invested in Permitted Investments until
the Purchase Contract Settlement Date and on the Purchase Contract Settlement
Date distributed to the Company as provided in Section 5.7 hereof. Any balance
remaining in the Collateral Account shall be distributed to the Purchase
Contract Agent for the benefit of the applicable Holders for distribution to
such Holders in accordance with their respective interests.
(b) All payments received by the Securities Intermediary of (A) the
principal amount of Senior Deferrable Notes or security entitlements thereto or
(1) the principal amount of Treasury Securities or security entitlements
thereto, that, in each case, have been released from the Pledge shall be
distributed to the Purchase Contract Agent for the benefit of the applicable
Holders for distribution to such Holders in accordance with their respective
interests.
Section 3.4 Payments to Purchase Contract Agent.
-----------------------------------
Payments to the Purchase Contract Agent hereunder shall be made to the
account designated by the Purchase Contract Agent for such purpose not later
than 12:00 p.m. (New York
7
City time) on the Business Day such payment is received by the Securities
Intermediary; provided, however, that if such payment is received on a day that
is not a Business Day or after 12:00 p.m. (New York City time) on a Business
Day, then such payment shall be made no later than 10:30 a.m. (New York City
time) on the next succeeding Business Day.
Section 3.5 Assets Not Properly Released.
----------------------------
If the Purchase Contract Agent or any Holder shall receive any principal
payments on account of financial assets credited to the Collateral Account and
not released therefrom in accordance with this Agreement, the Purchase Contract
Agent or such Holder shall hold the same as trustee of an express trust for the
benefit of the Company and, upon receipt of an Officers' Certificate (as defined
in the Purchase Contract Agreement) of the Company so directing, promptly
deliver the same to the Securities Intermediary for credit to the Collateral
Account or to the Company for application to the obligations of the Holders
under the related Purchase Contracts, and the Purchase Contract Agent and
Holders shall acquire no right, title or interest in any such payments of
principal amounts so received.
Section 4. Control.
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Section 4.1 Establishment of Collateral Account.
-----------------------------------
The Securities Intermediary hereby confirms that:
(1) the Securities Intermediary has established the Collateral
Account;
(2) the Collateral Account is a securities account;
(3) subject to the terms of this Agreement, the Securities
Intermediary shall treat the Purchase Contract Agent as entitled to
exercise the rights that comprise any financial asset credited to the
Collateral Account;
(4) all property delivered to the Securities Intermediary pursuant to
this Agreement or the Purchase Contract Agreement will be credited promptly
to the Collateral Account;
(5) all securities or other property underlying any financial assets
credited to the Collateral Account shall be registered in the name of the
Securities Intermediary, indorsed to the Securities Intermediary, or in
blank or credited to another securities account maintained in the name of
the Securities Intermediary, and in no case will any financial asset
credited to the Collateral Account be registered in the name of the
Purchase Contract Agent or any Holder, payable to the order of the Purchase
Contract Agent or any Holder or specially indorsed to the Purchase Contract
Agent or any Holder.
Section 4.2 Treatment as Financial Assets.
-----------------------------
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Each item of property (whether investment property, financial asset,
security, instrument or cash) credited to the Collateral Account shall be
treated as a financial asset.
Section 4.3 Sole Control by Collateral Agent.
--------------------------------
Except as provided in Section 6, at all times prior to the termination of
the Pledge, the Collateral Agent shall have sole control of the Collateral
Account, and the Securities Intermediary shall take instructions and directions
with respect to the Collateral Account solely from the Collateral Agent. If at
any time the Securities Intermediary shall receive an entitlement order issued
by the Collateral Agent and relating to the Collateral Account, the Securities
Intermediary shall comply with such entitlement order without further consent by
the Purchase Contract Agent or any Holder or any other Person. Until termination
of the Pledge, the Securities Intermediary will not comply with any entitlement
orders issued by the Purchase Contract Agent or any Holder.
Section 4.4 Securities Intermediary's Location.
----------------------------------
The Collateral Account, and the rights and obligations of the Securities
Intermediary, the Collateral Agent, the Purchase Contract Agent and the Holders
with respect thereto, shall be governed by the laws of the State of New York.
Regardless of any provision in any other agreement, for purposes of the UCC, New
York shall be deemed to be the Securities Intermediary's location.
Section 4.5 No Other Claims.
---------------
Except for the claims and interest of the Collateral Agent and of the
Purchase Contract Agent and the Holders in the Collateral Account, the
Securities Intermediary does not know of any claim to, or interest in, the
Collateral Account or in any financial asset credited thereto. If any person
asserts any lien, encumbrance or adverse claim (including any writ, garnishment,
judgment, warrant of attachment, execution or similar process) against the
Collateral Account or in any financial asset carried therein, the Securities
Intermediary will promptly notify the Collateral Agent and the Purchase Contract
Agent.
Section 4.6 Investment and Release.
----------------------
All proceeds of financial assets from time to time deposited in the
Collateral Account shall be invested and reinvested as provided in this
Agreement. At all times prior to termination of the Pledge, no property shall be
released from the Collateral Account except in accordance with this Agreement or
upon written instructions of the Collateral Agent.
Section 4.7 Statements and Confirmations.
----------------------------
The Securities Intermediary will promptly send copies of all statements,
confirmations and other correspondence concerning the Collateral Account and any
financial assets credited
9
thereto simultaneously to each of the Purchase Contract Agent and the Collateral
Agent at their addresses for notices under this Agreement.
Section 4.8 Tax Allocations.
---------------
All items of income, gain, expense and loss recognized in the Collateral
Account shall be reported to the Internal Revenue Service and all state and
local taxing authorities under the names and taxpayer identification numbers of
the holders which are the beneficial owners thereof.
Section 4.9 No Other Agreements.
-------------------
The Securities Intermediary has not entered into, and prior to the
termination of the Pledge will not enter into, any agreement with any other
Person relating to the Collateral Account or any financial assets credited
thereto, including, without limitation, any agreement to comply with entitlement
orders of any Person other than the Collateral Agent.
Section 4.10 Powers Coupled With An Interest.
-------------------------------
The rights and powers granted in this Section 4 to the Collateral Agent
have been granted in order to perfect its security interests in the Collateral
Account, are powers coupled with an interest and will be affected neither by the
bankruptcy of the Purchase Contract Agent or any Holder nor by the lapse of
time. The obligations of the Securities Intermediary under this Section 4 shall
continue in effect until the termination of the Pledge.
Section 5. Initial Deposit; Establishment of Treasury PEPS Units and
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Reestablishment of PEPS Units.
-----------------------------
Section 5.1 Initial Deposit of Senior Deferrable Notes.
------------------------------------------
Prior to or concurrently with the execution and delivery of this Agreement,
the Purchase Contract Agent, on behalf of the initial Holders of the PEPS Units,
shall Transfer to the Securities Intermediary, for credit to the Collateral
Account, the Senior Deferrable Notes or security entitlements relating thereto,
and the Securities Intermediary shall indicate by book-entry that a securities
entitlement to such Senior Deferrable Notes has been credited to the Collateral
Account.
Section 5.2 Establishment of Treasury PEPS Units.
------------------------------------
(a) At any time prior to or on the seventh Business Day immediately
preceding the Purchase Contract Settlement Date, a Holder of PEPS Units shall
have the right to establish or reestablish Treasury PEPS Units by substitution
of Treasury Securities or security entitlements thereto for the Pledged Senior
Deferrable Notes comprising a part of such Holder's PEPS Units in integral
multiples of 20 PEPS Units by:
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(1) transferring to the Securities Intermediary for credit to the
Collateral Account Treasury Securities or security entitlements thereto
having a Value equal to the principal amount of the Pledged Senior
Deferrable Notes to be released, accompanied by a notice, substantially in
the form of Exhibit C to the Purchase Contract Agreement, whereupon the
Purchase Contract Agent shall deliver to the Collateral Agent a notice,
substantially in the form of Exhibit A hereto, (A) stating that such Holder
has Transferred Treasury Securities or security entitlements thereto to the
Securities Intermediary for credit to the Collateral Account, (B) stating
the Value of the Treasury Securities or security entitlements thereto
Transferred by such Holder and (C) requesting that the Collateral Agent
release from the Pledge the Pledged Senior Deferrable Notes that are a
component of such PEPS Units; and
(2) delivering the related PEPS Units to the Purchase Contract Agent.
Upon receipt of such notice and confirmation that Treasury Securities or
security entitlements thereto have been credited to the Collateral Account as
described in such notice, the Collateral Agent shall instruct the Securities
Intermediary by a notice, substantially in the form of Exhibit B hereto, to
release such Pledged Senior Deferrable Notes from the Pledge by Transfer to the
Purchase Contract Agent for distribution to such Holder, free and clear of any
lien, pledge or security interest created hereby.
(b) Upon credit to the Collateral Account of Treasury Securities or
security entitlements thereto delivered by a Holder of PEPS Units and receipt of
the related instruction from the Collateral Agent, the Securities Intermediary
shall release the Pledged Senior Deferrable Notes and shall promptly transfer
the same to the Purchase Contract Agent for distribution to such Holder, free
and clear of any lien, pledge or security interest created hereby.
Section 5.3 Reestablishment of PEPS Units.
-----------------------------
(a) At any time prior to or on the seventh Business Day immediately
preceding the Purchase Contract Settlement Date, a Holder of Treasury PEPS Units
shall have the right to reestablish PEPS Units by substitution of Senior
Deferrable Notes or security entitlements thereto for Pledged Treasury
Securities in integral multiples of 20 Treasury PEPS Units by:
(1) transferring to the Securities Intermediary for credit to the
Collateral Account Senior Deferrable Notes or security entitlements thereto
having a principal amount equal to the Value of the Pledged Treasury
Securities to be released, accompanied by a notice, substantially in the
form of Exhibit C to the Purchase Contract Agreement, whereupon the
Purchase Contract Agent shall deliver to the Collateral Agent a notice,
substantially in the form of Exhibit C hereto, (A) stating that such Holder
has Transferred Senior Deferrable Notes or security entitlements thereto to
the Securities Intermediary for credit to the Collateral Account and (B)
requesting that the Collateral
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Agent release from the Pledge the Pledged Treasury Securities related to
such Treasury PEPS Units; and
(2) delivering the related Treasury PEPS Units to the Purchase
Contract Agent.
Upon receipt of such notice and confirmation that Senior Deferrable Notes or
security entitlements thereto have been credited to the Collateral Account as
described in such notice, the Collateral Agent shall instruct the Securities
Intermediary by a notice in the form provided in Exhibit D hereto to release
such Pledged Treasury Securities from the Pledge by Transfer to the Purchase
Contract Agent for distribution to such Holder.
(b) Upon credit to the Collateral Account of Senior Deferrable Notes or
security entitlements thereto, and receipt of the related instruction from the
Collateral Agent, the Securities Intermediary shall release the applicable
Pledged Treasury Securities and shall promptly Transfer the same to the Purchase
Contract Agent for distribution to such Holder, free and clear of any lien,
pledge or security interest created hereby.
Section 5.4 Termination Event.
-----------------
(a) Upon receipt by the Collateral Agent of written notice from the
Company or the Purchase Contract Agent that a Termination Event has occurred,
the Collateral Agent shall release all Collateral from the Pledge and shall
promptly Transfer:
(1) any Pledged Senior Deferrable Notes; and
(2) any Pledged Treasury Securities,
to the Purchase Contract Agent for the benefit of the Holders for distribution
to such Holders in accordance with their respective interests, free and clear of
any lien, pledge or security interest or other interest created hereby.
(b) If such Termination Event shall result from the Company's becoming a
debtor under the Bankruptcy Code, and if the Collateral Agent shall for any
reason fail promptly to effectuate the release and Transfer of all Pledged
Senior Deferrable Notes or the Pledged Treasury Securities, as the case may be,
as provided by this Section 5.4, the Purchase Contract Agent shall:
(1) use its best efforts to obtain an opinion of a nationally
recognized law firm reasonably acceptable to the Collateral Agent to the
effect that, as a result of the Company's being the debtor in such a
bankruptcy case, the Collateral Agent will not be prohibited from releasing
or Transferring the Collateral as provided in this Section 5.4, and shall
deliver such opinion to the Collateral Agent within ten days after the
occurrence of such Termination Event, and if (A) the Purchase Contract
Agent shall be unable to
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obtain such opinion within ten days after the occurrence of such
Termination Event or (B) the Collateral Agent shall continue, after
delivery of such opinion, to refuse to effectuate the release and Transfer
of all Pledged Senior Deferrable Notes, all the Pledged Treasury Securities
or the Proceeds of any of the foregoing, as the case may be, as provided in
this Section 5.4, then the Purchase Contract Agent shall within fifteen
days after the occurrence of such Termination Event commence an action or
proceeding in the court having jurisdiction of the Company's case under the
Bankruptcy Code seeking an order requiring the Collateral Agent to
effectuate the release and transfer of all Pledged Senior Deferrable Notes
or all the Pledged Treasury Securities, as the case may be, as provided by
this Section 5.4; or
(2) commence an action or proceeding like that described in clause
5.4(b)(1)(B) hereof within ten days after the occurrence of such
Termination Event.
Section 5.5 Cash Settlement.
---------------
(a) Upon receipt by the Collateral Agent of (1) a notice from the Purchase
Contract Agent promptly after the receipt by the Purchase Contract Agent of a
notice from a Holder of PEPS Units or Treasury PEP Units has elected, in
accordance with the procedures specified in Section 5.4(a)(i) or (d)(i) of the
Purchase Contract Agreement, respectively, to effect a Cash Settlement and (2)
payment by such Holder by deposit in the Collateral Account prior to or on 11:00
a.m. (New York City time) on the fifth Business Day immediately preceding the
Purchase Contract Settlement Date of the Purchase Price in lawful money of the
United States by certified or cashier's check or wire transfer of immediately
available funds payable to or upon the order of the Securities Intermediary,
then the Collateral Agent shall:
(1) instruct the Securities Intermediary promptly to invest any such
Cash in Permitted Investments;
(2) release from the Pledge (i) in the case of a Holder of PEPS
Units, the related Pledged Senior Deferrable Notes or (ii) in the case of a
Holder of Treasury PEPS Units, the related Pledged Treasury Securities with
a principal amount equal to the product of (x) the Stated Amount times (y)
the number of Purchase Contracts as to which such Holder has elected to
effect a Cash Settlement pursuant to this Section 5.5(a); and
(3) instruct the Securities Intermediary to Transfer all such Pledged
Senior Deferrable Notes or Pledged Treasury Securities, as the case may be,
to the Purchase Contract Agent for the benefit of such Holder, in each case
free and clear of the Pledge created hereby, for distribution to such
Holder.
Upon receipt of the proceeds upon the maturity of the Permitted Investments on
the Purchase Contract Settlement Date, the Collateral Agent shall (A) instruct
the Securities Intermediary to pay the portion of such proceeds and deliver any
certified or cashier's checks received, in an aggregate amount equal to the
Purchase Price, to the Company on the Purchase Contract
13
Settlement Date, and (B) instruct the Securities Intermediary to release any
amounts in respect of the interest earned from such Permitted Investments to the
Purchase Contract Agent for distribution to the such Holder.
(b) If a Holder of PEPS Units notifies the Purchase Contract Agent as
provided in paragraph 5.4(a)(i) of the Purchase Contract Agreement of its
intention to pay the Purchase Price in cash, but fails to make such payment as
required by paragraph 5.4(a)(ii) of the Purchase Contract Agreement, such Holder
shall be deemed to have consented to the disposition of such Holder's Pledged
Senior Deferrable Notes in accordance with paragraph 5.4(a)(iii) of the Purchase
Contract Agreement.
(c) If a Holder of Treasury PEPS Units notifies the Purchase Contract
Agent as provided in paragraph 5.4(d)(i) of the Purchase Contract Agreement of
its intention to pay the Purchase Price in cash, but fails to make such payment
as required by paragraph 5.4(d)(ii) of the Purchase Contract Agreement, such
Holder shall be deemed to have elected to pay the Purchase Price in accordance
with paragraph 5.4(d)(iii) of the Purchase Contract Agreement.
(d) Prior to 3:00 p.m. (New York City time) on the fourth Business Day
immediately preceding the Purchase Contract Settlement Date, the Securities
Intermediary shall deliver to the Purchase Contract Agent a notice,
substantially in the form of Exhibit E hereto, stating (i) the amount of cash
that it has received with respect to the Cash Settlement of PEPS Units and (ii)
the amount of cash that it has received with respect to the Cash Settlement of
Treasury PEPS Units.
Section 5.6 Early Settlement.
----------------
Upon receipt by the Collateral Agent of a notice from the Purchase Contract
Agent that a Holder of Securities has elected to effect Early Settlement of its
obligations under the Purchase Contracts forming a part of such Securities in
accordance with the terms of the Purchase Contracts and Section 5.9 of the
Purchase Contract Agreement (which notice shall set forth the number of such
Purchase Contracts as to which such Holder has elected to effect Early
Settlement), and that the Purchase Contract Agent has received from such Holder,
and paid to the Company as confirmed in writing by the Company, the related
Early Settlement Amounts pursuant to the terms of the Purchase Contracts and the
Purchase Contract Agreement and that all conditions to such Early Settlement
have been satisfied, then the Collateral Agent shall release from the Pledge,
(1) Pledged Senior Deferrable Notes in the case of a Holder of PEPS Units or (2)
Pledged Treasury Securities, in the case of a Holder of Treasury PEPS Units,
with a Value equal to the product of (x) the Stated Amount times (y) the number
of Purchase Contracts as to which such Holder has elected to effect Early
Settlement, and shall instruct the Securities Intermediary to Transfer all such
Pledged Senior Deferrable Notes or Pledged Treasury Securities, as the case may
be, to the Purchase Contract Agent for the benefit of such Holder, in each case
free and clear of the Pledge created hereby, for distribution to such Holder.
Section 5.7 Application of Proceeds Settlement.
----------------------------------
14
(a) If a Holder of PEPS Units has not elected to make an effective Cash
Settlement by notifying the Purchase Contract Agent in the manner provided for
in Section 5.4(a)(i) in the Purchase Contract Agreement, or has given such
notice but failed to deliver the required cash prior to 11:00 A.M. (New York
City time) on the fifth Business Day immediately preceding the Purchase Contract
Settlement Date, such Holder shall be deemed to have elected to pay for the
shares of Georgia-Pacific Group Stock to be issued under such Purchase Contracts
from the Proceeds of the related Pledged Senior Deferrable Notes. In such event,
the Collateral Agent shall instruct the Securities Intermediary to Transfer the
related Pledged Senior Deferrable Notes to the Remarketing Agent for
remarketing. Upon receiving such Pledged Senior Deferrable Notes, the
Remarketing Agent, pursuant to the terms of the Remarketing Agreement, will use
reasonable efforts to remarket such Pledged Senior Deferrable Notes on such
date. The Remarketing Agent will deposit the entire amount of the Proceeds of
such remarketing in the Collateral Account. On the Purchase Contract Settlement
Date, the Collateral Agent shall instruct the Securities Intermediary to apply a
portion of the Proceeds from such remarketing equal to the aggregate principal
amount of such Pledged Senior Deferrable Notes to satisfy in full such Holder's
obligations to pay the Purchase Price to purchase the shares of Georgia-Pacific
Group Stock under the related Purchase Contracts. The Collateral Agent shall
also instruct the Securities Intermediary to apply a portion of the Proceeds of
such remarketing equal to $.1250 per Pledged Senior Deferrable Note to pay the
Remarketing Agent for its services rendered in connection with the remarketing.
The balance of the Proceeds from such remarketing, if any, shall be transferred
to the Purchase Contract Agent for the benefit of such Holder for distribution
to such Holder.
If the Remarketing Agent advises the Collateral Agent in writing that there
has been a Failed Remarketing, thus resulting in an event of default under the
Purchase Contract Agreement and hereunder, the Collateral Agent, for the benefit
of the Company shall, at the written direction of the Company, dispose of the
Pledged Senior Deferrable Notes in accordance with applicable law and satisfy in
full, from such disposition, such Holder's obligations to pay the Purchase Price
for the shares of Georgia-Pacific Group.
(b) If a Holder of Treasury PEPS Units has not elected to make an
effective Cash Settlement by notifying the Purchase Contract Agent in the manner
provided for in Section 5.4(d)(i) of the Purchase Contract Agreement, or has
given such notice but failed to make such payment in the manner required by
Section 5.4(d)(ii) of the Purchase Contract Agreement, such Holder shall be
deemed to have elected to pay for the shares of Georgia-Pacific Group Stock to
be issued under such Purchase Contracts from the Proceeds of the related Pledged
Treasury Securities. Upon maturity of the Pledged Treasury Securities, the
Securities Intermediary, at the written direction of the Collateral Agent, shall
invest the Cash Proceeds of the maturing Pledged Treasury Securities in
Permitted Investments. Without receiving any instruction from any such Holder,
the Collateral Agent shall apply the Proceeds of the related Pledged Treasury
Securities to the settlement of such Purchase Contracts on the Purchase Contract
Settlement Date. In the event the sum of the Proceeds from the related Pledged
Treasury Securities and the investment earnings from the investment in Permitted
Investments exceeds the aggregate Purchase Price of the Purchase Contracts being
settled thereby, the
15
Collateral Agent shall instruct the Securities Intermediary to distribute such
excess, when received, to the Purchase Contract Agent for the benefit of such
Holder for distribution to such Holder.
Section 6. Voting Rights.
-------------
The Purchase Contract Agent may exercise, or refrain from exercising, any
and all voting and other consensual rights pertaining to the Pledged Senior
Deferrable Notes or any part thereof for any purpose not inconsistent with the
terms of this Agreement and in accordance with the terms of the Purchase
Contract Agreement; provided, that the Purchase Contract Agent shall not
exercise or shall not refrain from exercising such right, as the case may be,
if, in the judgment of the Purchase Contract Agent, such action would impair or
otherwise have a material adverse effect on the value of all or any of the
Pledged Senior Deferrable Notes; and provided, further, that the Purchase
Contract Agent shall give the Company and the Collateral Agent at least five
days' prior written notice of the manner in which it intends to exercise, or its
reasons for refraining from exercising, any such right. Upon receipt of any
notices and other communications in respect of any Pledged Senior Deferrable
Notes, including notice of any meeting at which holders of the Senior Deferrable
Notes are entitled to vote or solicitation of consents, waivers or proxies of
holders of the Senior Deferrable Notes, the Collateral Agent shall use
reasonable efforts to send promptly to the Purchase Contract Agent such notice
or communication, and as soon as reasonably practicable after receipt of a
written request therefor from the Purchase Contract Agent, execute and deliver
to the Purchase Contract Agent such proxies and other instruments in respect of
such Pledged Senior Deferrable Notes (in form and substance satisfactory to the
Collateral Agent) as are prepared by the Purchase Contract Agent with respect to
the Pledged Senior Deferrable Notes.
Section 7. Rights and Remedies.
-------------------
Section 7.1 Rights and Remedies of the Collateral Agent.
-------------------------------------------
(a) In addition to the rights and remedies specified in Section 5.5 hereof
or otherwise available at law or in equity, after an event of default (as
specified in Section 7.1(b) below) hereunder, the Collateral Agent shall have
all of the rights and remedies with respect to the Collateral of a secured party
under the UCC (whether or not the UCC is in effect in the jurisdiction where the
rights and remedies are asserted) and the TRADES Regulations and such additional
rights and remedies to which a secured party is entitled under the laws in
effect in any jurisdiction where any rights and remedies hereunder may be
asserted. Without limiting the generality of the foregoing, such remedies may
include, to the extent permitted by applicable law, (1) retention of the Pledged
Senior Deferrable Notes in full satisfaction of the Holders' obligations under
the Purchase Contracts or (2) sale of the Pledged Senior Deferrable Notes in one
or more public or private sales.
(b) Without limiting any rights or powers otherwise granted by this
Agreement to the Collateral Agent, in the event the Collateral Agent is unable
to make payments to the Company
16
on account of principal payments of any Pledged Treasury Securities as provided
in Section 3 hereof, in satisfaction of the Obligations of the Holder of the
Treasury PEPS Units of which such Pledged Treasury Securities are a part under
the related Purchase Contracts, the inability to make such payments shall
constitute an event of default hereunder and the Collateral Agent shall have and
may exercise, with reference to such Pledged Treasury Securities and such
Obligations of such Holder, any and all of the rights and remedies available to
a secured party under the UCC and the TRADES Regulations after default by a
debtor, and as otherwise granted herein or under any other law.
(c) Without limiting any rights or powers otherwise granted by this
Agreement to the Collateral Agent, the Collateral Agent is hereby irrevocably
authorized to receive and collect all payments of (i) the principal amount of
the Pledged Senior Deferrable Notes and (ii) the principal amount of the Pledged
Treasury Securities subject, in each case, to the provisions of Section 3
hereof, and as otherwise granted herein.
(d) The Purchase Contract Agent and each Holder of Securities agrees that,
from time to time, upon the written request of the Collateral Agent, the
Purchase Contract Agent or such Holder shall execute and deliver such further
documents and do such other acts and things as the Collateral Agent may
reasonably request in order to maintain the Pledge, and the perfection and
priority thereof, and to confirm the rights of the Collateral Agent hereunder.
The Purchase Contract Agent shall have no liability to any Holder for executing
any documents or taking any such acts requested by the Collateral Agent
hereunder, except for liability for its own negligent acts, its own negligent
failure to act or its own willful misconduct.
Section 7.2 Substitutions.
-------------
Whenever a Holder has the right to substitute Treasury Securities, Senior
Deferrable Notes or security entitlements to either of them for financial assets
held in the Collateral Account, such substitution shall not constitute a
novation of the security interest created hereby.
Section 8. Representations and Warranties; Covenants.
-----------------------------------------
Section 8.1 Representations and Warranties.
------------------------------
Each Holder from time to time, acting through the Purchase Contract Agent
as attorney-in-fact (it being understood that the Purchase Contract Agent shall
not be liable for any representation or warranty made by or on behalf of a
Holder), hereby represents and warrants to the Collateral Agent (with respect to
such Holder's interest in the Collateral), which representations and warranties
shall be deemed repeated on each day a Holder Transfers Collateral that:
(1) such Holder has the power to grant a security interest in and
lien on the Collateral;
17
(2) such Holder is the sole beneficial owner of the Collateral and,
in the case of Collateral delivered in physical form, is the sole holder of
such Collateral and is the sole beneficial owner of, or has the right to
Transfer, the Collateral it Transfers to the Securities Intermediary for
credit to the Collateral Account, free and clear of any security interest,
lien, encumbrance, call, liability to pay money or other restriction other
than the security interest and lien granted under Section 2 hereof;
(3) upon the Transfer of the Collateral to the Securities
Intermediary for credit to the Collateral Account, the Collateral Agent,
for the benefit of the Company, will have a valid and perfected first
priority security interest therein (assuming that any central clearing
operation or any securities intermediary or other entity not within the
control of the Holder involved in the Transfer of the Collateral, including
the Collateral Agent and the Securities Intermediary, gives the notices and
takes the action required of it hereunder and under applicable law for
perfection of that interest and assuming the establishment and exercise of
control pursuant to Section 4 hereof); and
(4) the execution and performance by the Holder of its obligations
under this Agreement will not result in the creation of any security
interest, lien or other encumbrance on the Collateral other than the
security interest and lien granted under Section 2 hereof or violate any
provision of any existing law or regulation applicable to it or of any
mortgage, charge, pledge, indenture, contract or undertaking to which it is
a party or which is binding on it or any of its assets.
Section 8.2 Covenants.
---------
The Holders from time to time, acting through the Purchase Contract Agent
as their attorney-in-fact (it being understood that the Purchase Contract Agent
shall not be liable for any covenant made by or on behalf of a Holder), hereby
covenant to the Collateral Agent that for so long as the Collateral remains
subject to the Pledge:
(1) neither the Purchase Contract Agent nor such Holders will create
or purport to create or allow to subsist any mortgage, charge, lien, pledge
or any other security interest whatsoever over the Collateral or any part
of it other than pursuant to this Agreement; and
(2) neither the Purchase Contract Agent nor such Holders will sell or
otherwise dispose (or attempt to dispose) of the Collateral or any part of
it except for the beneficial interest therein, subject to the Pledge
hereunder, transferred in connection with the Transfer of the Securities.
18
Section 9. The Collateral Agent and the Securities Intermediary.
----------------------------------------------------
It is hereby agreed as follows:
Section 9.1 Appointment, Powers and Immunities.
----------------------------------
The Collateral Agent shall act as agent for the Company hereunder with such
powers as are specifically vested in the Collateral Agent by the terms of this
Agreement, together with such other powers as are reasonably incidental thereto.
The Collateral Agent shall:
(1) have no duties or responsibilities except those expressly set
forth in this Agreement and no implied covenants or obligations shall be
inferred from this Agreement against the Collateral Agent, nor shall the
Collateral Agent be bound by the provisions of any agreement by any party
hereto beyond the specific terms hereof;
(2) not be responsible for any recitals contained in this Agreement,
or in any certificate or other document referred to or provided for in, or
received by it under, this Agreement, the Securities or the Purchase
Contract Agreement, or for the value, validity, effectiveness, genuineness,
enforceability or sufficiency of this Agreement (other than as against the
Collateral Agent), the Securities or the Purchase Contract Agreement or any
other document referred to or provided for herein or therein or for any
failure by the Company or any other Person (except the Collateral Agent) to
perform any of its obligations hereunder or thereunder or for the
perfection, priority or, except as expressly required hereby, maintenance
of any security interest created hereunder;
(3) not be required to initiate or conduct any litigation or
collection proceedings hereunder (except pursuant to directions furnished
under Section 9.2 hereof, subject to Section 9.6 hereof);
(4) not be responsible for any action taken or omitted to be taken by
it hereunder or under any other document or instrument referred to or
provided for herein or in connection herewith or therewith, except for its
own negligence or willful misconduct; and
(5) not be required to advise any party as to selling or retaining,
or taking or refraining from taking any action with respect to, any
securities or other property deposited hereunder.
Subject to the foregoing, during the term of this Agreement, the Collateral
Agent shall take all reasonable action in connection with the safekeeping and
preservation of the Collateral hereunder.
No provision of this Agreement shall require the Collateral Agent to expend
or risk its own funds or otherwise incur any financial liability in the
performance of any of its duties
19
hereunder. In no event shall the Collateral Agent be liable for any amount in
excess of the Value of the Collateral. Notwithstanding the foregoing, each of
the Collateral Agent and the Securities Intermediary in its individual capacity
hereby waives any right of setoff, bankers' lien, liens or perfection rights as
securities intermediary or any counterclaim with respect to any of the
Collateral.
Section 9.2 Instructions of the Company.
---------------------------
The Company shall have the right, by one or more instruments in writing
executed and delivered to the Collateral Agent, to direct the time, method and
place of conducting any proceeding for the realization of any right or remedy
available to the Collateral Agent, or of exercising any power conferred on the
Collateral Agent, or to direct the taking or refraining from taking of any
action authorized by this Agreement; provided, however, that (i) such direction
shall not conflict with the provisions of any law or of this Agreement and (ii)
the Collateral Agent shall be adequately indemnified as provided herein. Nothing
contained in this Section 9.2 shall impair the right of the Collateral Agent in
its discretion to take any action or omit to take any action which it deems
proper and which is not inconsistent with such direction.
Section 9.3 Reliance by Collateral Agent and Securities Intermediary.
--------------------------------------------------------
Each of the Securities Intermediary and the Collateral Agent shall be
entitled to rely upon any certification, order, judgment, opinion, notice or
other communication (including, without limitation, any thereof by telephone,
telecopy, telex or facsimile) believed by it to be genuine and correct and to
have been signed or sent by or on behalf of the proper Person or Persons
(without being required to determine the correctness of any fact stated therein)
and upon advice and statements of legal counsel and other experts selected by
the Collateral Agent and the Securities Intermediary. As to any matters not
expressly provided for by this Agreement, the Collateral Agent and the
Securities Intermediary shall in all cases be fully protected in acting, or in
refraining from acting, hereunder in accordance with instructions given by the
Company in accordance with this Agreement.
Section 9.4 Rights in Other Capacities.
--------------------------
The Collateral Agent and the Securities Intermediary and their affiliates
may (without having to account therefor to the Company) accept deposits from,
lend money to, make their investments in and generally engage in any kind of
banking, trust or other business with the Purchase Contract Agent or the
Securities Intermediary, as the case may be, any other Person interested herein
and any Holder of Securities (and any of their respective subsidiaries or
affiliates) as if it were not acting as the Collateral Agent or the Securities
Intermediary, as the case may be, and the Collateral Agent, the Securities
Intermediary and their affiliates may accept fees and other consideration from
the Purchase Contract Agent and any Holder of Securities without having to
account for the same to the Company; provided that each of the Securities
Intermediary and the Collateral Agent covenants and agrees with the Company that
it shall not accept, receive or permit there to be created in favor of itself
and shall take no affirmative action
20
to permit there to be created in favor of any other Person, any security
interest, lien or other encumbrance of any kind in or upon the Collateral other
than the lien created by the Pledge.
Section 9.5 Non-Reliance on Collateral Agent and Securities Intermediary.
------------------------------------------------------------
Neither the Securities Intermediary nor the Collateral Agent shall be
required to keep itself informed as to the performance or observance by the
Purchase Contract Agent or any Holder of Securities of this Agreement, the
Purchase Contract Agreement, the Securities or any other document referred to or
provided for herein or therein or to inspect the properties or books of the
Purchase Contract Agent or any Holder of Securities. Neither the Collateral
Agent nor the Securities Intermediary shall have any duty or responsibility to
provide the Company with any credit or other information concerning the affairs,
financial condition or business of the Purchase Contract Agent or any Holder of
Securities (or any of their respective affiliates) that may come into the
possession of the Collateral Agent or the Securities Intermediary or any of
their respective affiliates.
Section 9.6 Compensation and Indemnity.
--------------------------
The Company agrees to:
(1) pay the Collateral Agent and the Securities Intermediary from
time to time such compensation as shall be agreed in writing between the
Company and the Collateral Agent or the Securities Intermediary, as the
case may be, for all services rendered by them hereunder; and
(2) indemnify the Collateral Agent and the Securities Intermediary
for, and hold each of them harmless from and against, any loss, liability
or reasonable out-of-pocket expense incurred without negligence, willful
misconduct or bad faith on its part, arising out of or in connection with
the acceptance or administration of its powers and duties under this
Agreement, including the reasonable out-of-pocket costs and expenses
(including reasonable fees and expenses of counsel) of defending itself
against any claim or liability in connection with the exercise or
performance of such powers and duties.
Section 9.7 Failure to Act.
--------------
In the event of any ambiguity in the provisions of this Agreement or any
dispute between or conflicting claims by or among the parties hereto or any
other Person with respect to any funds or property deposited hereunder, the
Collateral Agent and the Securities Intermediary shall be entitled, after prompt
notice to the Company and the Purchase Contract Agent, at its sole option, to
refuse to comply with any and all claims, demands or instructions with respect
to such property or funds so long as such dispute or conflict shall continue,
and the Collateral Agent and the Securities Intermediary shall not be or become
liable in any way to any of the parties hereto
21
for its failure or refusal to comply with such conflicting claims, demands or
instructions. The Collateral Agent and the Securities Intermediary shall be
entitled to refuse to act until either:
(1) such conflicting or adverse claims or demands shall have been
finally determined by a court of competent jurisdiction or settled by
agreement between the conflicting parties as evidenced in a writing
satisfactory to the Collateral Agent or the Securities Intermediary; or
(2) the Collateral Agent or the Securities Intermediary shall have
received security or an indemnity satisfactory to it sufficient to save it
harmless from and against any and all loss, liability or reasonable out-of-
pocket expense which it may incur by reason of its acting.
The Collateral Agent and the Securities Intermediary may in addition elect to
commence an interpleader action or seek other judicial relief or orders as the
Collateral Agent or the Securities Intermediary may deem necessary.
Notwithstanding anything contained herein to the contrary, neither the
Collateral Agent nor the Securities Intermediary shall be required to take any
action that is in its opinion contrary to law or to the terms of this Agreement,
or which would in its opinion subject it or any of its officers, employees or
directors to liability.
22
Section 9.8 Resignation of Collateral Agent and Securities Intermediary.
-----------------------------------------------------------
(a) Subject to the appointment and acceptance of a successor Collateral
Agent as provided below:
(1) the Collateral Agent may resign at any time by giving notice
thereof to the Company and the Purchase Contract Agent as attorney-in-fact
for the Holders of Securities;
(2) the Collateral Agent may be removed at any time by the Company;
and
(3) if the Collateral Agent fails to perform any of its material
obligations hereunder in any material respect for a period of not less than
20 days after receiving written notice of such failure by the Purchase
Contract Agent and such failure shall be continuing, the Collateral Agent
may be removed by the Purchase Contract Agent.
The Purchase Contract Agent shall promptly notify the Company of any removal of
the Collateral Agent pursuant to clause (3) of the immediately preceding
sentence. Upon any such resignation or removal, the Company shall have the right
to appoint a successor Collateral Agent. If no successor Collateral Agent shall
have been so appointed and shall have accepted such appointment within 30 days
after the retiring Collateral Agent's giving of notice of resignation or such
removal, then the retiring Collateral Agent may petition any court of competent
jurisdiction for the appointment of a successor Collateral Agent. The Collateral
Agent shall be a bank which has an office in New York City with a combined
capital and surplus of at least $50,000,000 and shall not be the Purchase
Contract Agent or any of its affiliates. Upon the acceptance of any appointment
as Collateral Agent hereunder by a successor Collateral Agent, such successor
Collateral Agent shall thereupon succeed to and become vested with all the
rights, powers, privileges and duties of the retiring Collateral Agent, and the
retiring Collateral Agent shall take all appropriate action to transfer any
money and property held by it hereunder (including the Collateral) to such
successor Collateral Agent. The retiring Collateral Agent shall, upon such
succession, be discharged from its duties and obligations as Collateral Agent
hereunder. After any retiring Collateral Agent's resignation hereunder as
Collateral Agent, the provisions of this Section 9 shall continue in effect for
its benefit in respect of any actions taken or omitted to be taken by it while
it was acting as the Collateral Agent.
(b) Subject to the appointment and acceptance of a successor Securities
Intermediary as provided below:
(1) the Securities Intermediary may resign at any time by giving
notice thereof to the Company and the Purchase Contract Agent as attorney-
in-fact for the Holders of Securities;
(2) the Securities Intermediary may be removed at any time by the
Company; and
23
(3) if the Securities Intermediary fails to perform any of its
material obligations hereunder in any material respect for a period of not
less than 20 days after receiving written notice of such failure by the
Purchase Contract Agent and such failure shall be continuing, the
Securities Intermediary may be removed by the Purchase Contract Agent.
The Purchase Contract Agent shall promptly notify the Company of any removal of
the Securities Intermediary pursuant to clause (3) of the immediately preceding
sentence. Upon any such resignation or removal, the Company shall have the right
to appoint a successor Securities Intermediary. If no successor Securities
Intermediary shall have been so appointed and shall have accepted such
appointment within 30 days after the retiring Securities Intermediary's giving
of notice of resignation or such removal, then the retiring Securities
Intermediary may petition any court of competent jurisdiction for the
appointment of a successor Securities Intermediary. The Securities Intermediary
shall be a bank which has an office in New York City with a combined capital and
surplus of at least $50,000,000 and shall not be the Purchase Contract Agent or
any of its affiliates. Upon the acceptance of any appointment as Securities
Intermediary hereunder by a successor Securities Intermediary, such successor
Securities Intermediary shall thereupon succeed to and become vested with all
the rights, powers, privileges and duties of the retiring Securities
Intermediary, and the retiring Securities Intermediary shall take all
appropriate action to transfer any money and property held by it hereunder
(including the Collateral) to such successor Securities Intermediary. The
retiring Securities Intermediary shall, upon such succession, be discharged from
its duties and obligations as Securities Intermediary hereunder. After any
retiring Securities Intermediary's resignation hereunder as Securities
Intermediary, the provisions of this Section 9 shall continue in effect for its
benefit in respect of any actions taken or omitted to be taken by it while it
was acting as the Securities Intermediary.
Section 9.9 Right to Appoint Agent or Advisor.
---------------------------------
The Collateral Agent shall have the right to appoint agents or advisors in
connection with any of its duties hereunder, and the Collateral Agent shall not
be liable for any action taken or omitted by, or in reliance upon the advice of,
such agents or advisors selected in good faith. The appointment of agents
pursuant to this Section 9.9 shall be subject to prior consent of the Company,
which consent shall not be unreasonably withheld.
Section 9.10 Survival.
--------
The provisions of this Section 9 shall survive termination of this
Agreement and the resignation or removal of the Collateral Agent or the
Securities Intermediary.
24
Section 9.11 Exculpation.
-----------
Anything contained in this Agreement to the contrary notwithstanding, in no
event shall the Collateral Agent or the Securities Intermediary or their
officers, directors, employees or agents be liable under this Agreement to any
third party for indirect, special, punitive, or consequential loss or damage of
any kind whatsoever, including lost profits, whether or not the likelihood of
such loss or damage was known to the Collateral Agent or the Securities
Intermediary, or any of them, incurred without any act or deed that is found to
be attributable to gross negligence or willful misconduct on the part of the
Collateral Agent or the Securities Intermediary.
Section 10. Amendment.
---------
Section 10.1 Amendment Without Consent of Holders.
------------------------------------
Without the consent of any Holders, the Company, the Collateral Agent, the
Securities Intermediary and the Purchase Contract Agent, at any time and from
time to time, may amend this Agreement, in form satisfactory to the Company, the
Collateral Agent, the Securities Intermediary and the Purchase Contract Agent,
to:
(1) evidence the succession of another Person to the Company, and the
assumption by any such successor of the covenants of the Company;
(2) evidence and provide for the acceptance of appointment hereunder
by a successor Collateral Agent, Securities Intermediary or Purchase
Contract Agent;
(3) add to the covenants of the Company for the benefit of the
Holders, or surrender any right or power herein conferred upon the Company,
provided such covenants or such surrender do not adversely affect the
validity, perfection or priority of the Pledge created hereunder; or
(4) cure any ambiguity (or formal defect), correct or supplement any
provisions herein which may be inconsistent with any other such provisions
herein, or make any other provisions with respect to such matters or
questions arising under this Agreement, provided such action shall not
adversely affect the interests of the Holders.
Section 10.2 Amendment With Consent of Holders.
---------------------------------
With the consent of the Holders of not less than a majority of the Purchase
Contracts at the time outstanding, by Act of such Holders delivered to the
Company, the Purchase Contract Agent, the Securities Intermediary or the
Collateral Agent, as the case may be, the Company, when duly authorized, the
Purchase Contract Agent, the Securities Intermediary and the Collateral Agent
may amend this Agreement for the purpose of modifying in any manner the
provisions of this Agreement or the rights of the Holders in respect of the
Securities; provided,
25
however, that no such supplemental agreement shall, without the unanimous
consent of the Holders of each Outstanding Security adversely affected thereby:
(1) change the amount or type of Collateral underlying a Security,
impair the right of the Holder of any Security to receive distributions on
the underlying Collateral or otherwise adversely affect the Holder's rights
in or to such Collateral;
(2) otherwise effect any action that would require the consent of the
Holder of each Outstanding Security affected thereby pursuant to the
Purchase Contract Agreement if such action were effected by an agreement
supplemental thereto; or
(3) reduce the percentage of Purchase Contracts the consent of whose
Holders is required for any such amendment;
provided that if any amendment or proposal referred to above would adversely
affect only the PEPS Units or only the Treasury PEPS Units, then only the
affected class of Holders as of the record date for the Holders entitled to vote
thereon will be entitled to vote on such amendment or proposal, and such
amendment or proposal shall not be effective except with the consent of Holders
of not less than a majority of such class; provided, further, that the unanimous
consent of the Holders of each outstanding Purchase Contract of such class
affected thereby shall be required to approve any amendment or proposal
specified in clauses (1) through (3) above.
It shall not be necessary for any Act of Holders under this Section to
approve the particular form of any proposed amendment, but it shall be
sufficient if such Act shall approve the substance thereof.
Section 10.3 Execution of Amendments.
-----------------------
In executing any amendment permitted by this Section, the Collateral Agent,
the Securities Intermediary and the Purchase Contract Agent shall be entitled to
receive and (subject to Section 7.1 of the Purchase Contract Agreement with
respect to the Purchase Contract Agent) shall be fully protected in relying
upon, an Opinion of Counsel stating that the execution of such amendment is
authorized or permitted by this Agreement and that all conditions precedent, if
any, to the execution and delivery of such amendment have been satisfied.
Section 10.4 Effect of Amendments.
--------------------
Upon the execution of any amendment under this Section, this Agreement
shall be modified in accordance therewith, and such amendment shall form a part
of this Agreement for all purposes; and every Holder of Certificates theretofore
or thereafter authenticated, executed on behalf of the Holders and delivered
under the Purchase Contract Agreement shall be bound thereby.
26
Section 10.5 Reference to Amendments.
-----------------------
Certificates authenticated, executed on behalf of the Holders and delivered
after the execution of any amendment pursuant to this Section may, and shall if
required by the Collateral Agent or the Purchase Contract Agent, bear a notation
in form approved by the Purchase Contract Agent and the Collateral Agent as to
any matter provided for in such amendment. If the Company shall so determine,
new Security Certificates so modified as to conform, in the opinion of the
Collateral Agent, the Purchase Contract Agent and the Company, to any such
amendment may be prepared and executed by the Company and authenticated,
executed on behalf of the Holders and delivered by the Purchase Contract Agent
in accordance with the Purchase Contract Agreement in exchange for Outstanding
Security Certificates.
Section 11. Miscellaneous.
-------------
Section 11.1 No Waiver.
---------
No failure on the part of the Collateral Agent or any of its agents to
exercise, and no course of dealing with respect to, and no delay in exercising,
any right, power or remedy hereunder shall operate as a waiver thereof; nor
shall any single or partial exercise by the Collateral Agent or any of its
agents of any right, power or remedy hereunder preclude any other or further
exercise thereof or the exercise of any other right, power or remedy. The
remedies herein are cumulative and are not exclusive of any remedies provided by
law.
Section 11.2 Governing Law.
-------------
THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE
LAWS OF THE STATE OF NEW YORK.
The Company, the Collateral Agent, the Securities Intermediary and the
Holders from time to time of the Securities, acting through the Purchase
Contract Agent as their attorney-in-fact, hereby submit to the nonexclusive
jurisdiction of the United States District Court for the Southern District of
New York and of any New York state court sitting in New York City for the
purposes of all legal proceedings arising out of or relating to this Agreement
or the transactions contemplated hereby. The Company, the Collateral Agent, the
Securities Intermediary and the Holders from time to time of the Securities,
acting through the Purchase Contract Agent as their attorney-in-fact,
irrevocably waive, to the fullest extent permitted by applicable law, any
objection which they may now or hereafter have to the laying of the venue of any
such proceeding brought in such a court and any claim that any such proceeding
brought in such a court has been brought in an inconvenient forum.
Section 11.3 Notices.
-------
All notices, requests, consents and other communications provided for
herein (including, without limitation, any modifications of, or waivers or
consents under, this Agreement) shall be
27
given or made in writing (including, without limitation, by telecopy) delivered
to the intended recipient at the "Address for Notices" specified below its name
on the signature pages hereof or, as to any party, at such other address as
shall be designated by such party in a notice to the other parties. Except as
otherwise provided in this Agreement, all such communications shall be deemed to
have been duly given when transmitted by telecopier or personally delivered or,
in the case of a mailed notice, upon receipt, in each case given or addressed as
aforesaid.
Section 11.4 Successors and Assigns.
----------------------
This Agreement shall be binding upon and inure to the benefit of the
respective successors and assigns of the Company, the Collateral Agent, the
Securities Intermediary and the Purchase Contract Agent, and the Holders from
time to time of the Securities, by their acceptance of the same, shall be deemed
to have agreed to be bound by the provisions hereof and to have ratified the
agreements of, and the grant of the Pledge hereunder by, the Purchase Contract
Agent.
Section 11.5 Counterparts.
------------
This Agreement may be executed in any number of counterparts, all of which
taken together shall constitute one and the same instrument, and any of the
parties hereto may execute this Agreement by signing any such counterpart.
Section 11.6 Severability.
------------
If any provision hereof is invalid and unenforceable in any jurisdiction,
then, to the fullest extent permitted by law, (i) the other provisions hereof
shall remain in full force and effect in such jurisdiction and shall be
liberally construed in order to carry out the intentions of the parties hereto
as nearly as may be possible and (ii) the invalidity or unenforceability of any
provision hereof in any jurisdiction shall not affect the validity or
enforceability of such provision in any other jurisdiction.
Section 11.7 Expenses, etc.
--------------
The Company agrees to reimburse the Collateral Agent and the Securities
Intermediary for:
(1) all reasonable out-of-pocket costs and expenses of the Collateral
Agent and the Securities Intermediary (including, without limitation, the
reasonable fees and expenses of counsel to the Collateral Agent and the
Securities Intermediary), in connection with (i) the negotiation,
preparation, execution and delivery or performance of this Agreement and
(ii) any modification, supplement or waiver of any of the terms of this
Agreement;
28
(2) all reasonable costs and expenses of the Collateral Agent and the
Securities Intermediary (including, without limitation, reasonable fees and
expenses of counsel) in connection with (i) any enforcement or proceedings
resulting or incurred in connection with causing any Holder of Securities
to satisfy its obligations under the Purchase Contracts forming a part of
the Securities and (ii) the enforcement of this Section 11.7; and
(3) all transfer, stamp, documentary or other similar taxes,
assessments or charges levied by any governmental or revenue authority in
respect of this Agreement or any other document referred to herein and all
costs, expenses, taxes, assessments and other charges incurred in
connection with any filing, registration, recording or perfection of any
security interest contemplated hereby.
Section 11.8 Security Interest Absolute.
--------------------------
All rights of the Collateral Agent and security interests hereunder, and
all obligations of the Holders from time to time hereunder, shall be absolute
and unconditional irrespective of:
(1) any lack of validity or enforceability of any provision of the
Purchase Contracts or the Securities or any other agreement or instrument
relating thereto;
(2) any change in the time, manner or place of payment of, or any
other term of, or any increase in the amount of, all or any of the
obligations of Holders of the Securities under the related Purchase
Contracts, or any other amendment or waiver of any term of, or any consent
to any departure from any requirement of, the Purchase Contract Agreement
or any Purchase Contract or any other agreement or instrument relating
thereto; or
(3) any other circumstance which might otherwise constitute a defense
available to, or discharge of, a borrower, a guarantor or a pledgor.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the day and year first above written.
_________________________________ _________________________________
GEORGIA-PACIFIC CORPORATION THE FIRST NATIONAL BANK OF
CHICAGO, as Purchase Contract Agent
and as attorney-in- fact of the
Holders from time to time of the
Securities
By: By:
Name: Xxxx X. XxXxxxxx Name:
Title:Executive Vice President-- Title:
Financial and Chief Financial
Officer
Address for Notices: Address for Notices:
000 Xxxxxxxxx Xxxxxx, X.X. One First National Plaza
Atlanta, Georgia 30303 Xxxxx 0000
Xxxxxxx, Xxxxxxxx 00000-0000
Attention:
Telecopy: Attention: Global Corporate Trust
Services
Telecopy: (000) 000-0000
_________________________________ _________________________________
THE CHASE MANHATTAN BANK, as THE CHASE MANHATTAN BANK, as
Collateral Agent Securities Intermediary
By: By:
Name: Name:
Title: Title:
Address for Notices: Address for Notices:
000 Xxxx 00xx Xxxxxx 000 Xxxx 00xx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000 Xxx Xxxx, Xxx Xxxx 00000
Attention: Corporate Trust Group Attention: Corporate Trust Group
Telecopy: (000) 000-0000 Telecopy: (000) 000-0000
EXHIBIT A
INSTRUCTION
FROM PURCHASE CONTRACT AGENT
TO COLLATERAL AGENT
(Establishment of Treasury PEPS Units)
The Chase Manhattan Bank
000 Xxxx 00xx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Corporate Trust Group
Telecopy: (000) 000-0000
Re: PEPS Units of Georgia-Pacific Corporation (the "Company")
Please refer to the Pledge Agreement, dated as of July 7, 1999 (the "Pledge
Agreement"), among the Company, you, as Collateral Agent, The Chase Manhattan
Bank, as Securities Intermediary, and the undersigned, as Purchase Contract
Agent and as attorney-in-fact for the holders of PEPS Units from time to time.
Capitalized terms used herein but not defined shall have the meaning set forth
in the Pledge Agreement.
We hereby notify you in accordance with Section 5.2 of the Pledge Agreement
that the holder of securities named below (the "Holder") has elected to
substitute $__________ Value of Treasury Securities or security entitlements
thereto in exchange for an equal Value of Pledged Senior Deferrable Notes and
has delivered to the undersigned a notice stating that the Holder has
Transferred such Treasury Securities or security entitlements thereto to the
Securities Intermediary, for credit to the Collateral Account.
We hereby request that you instruct the Securities Intermediary, upon
confirmation that such Treasury Securities or security entitlements thereto have
been credited to the Collateral Account, to release to the undersigned an equal
Value of Pledged Senior Deferrable Notes in accordance with Section 5.2 of the
Pledge Agreement.
The First National Bank of Chicago
Date: By:______________________________
Name:
Title:
Please print name and address of Holder electing to substitute Treasury
Securities or security entitlements thereto for the Pledged Senior Deferrable
Notes:
_________________________ _______________________________
Name Social Security or other
Taxpayer Identification Number,
if any
_________________________
Address
_________________________
_________________________
EXHIBIT B
INSTRUCTION
FROM COLLATERAL AGENT
TO SECURITIES INTERMEDIARY
(Establishment of Treasury PEPS Units)
The Chase Manhattan Bank
000 Xxxx 00xx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Corporate Trust Group
Telecopy: (000) 000-0000
Re: PEPS Units of Georgia-Pacific Corporation (the "Company")
Securities Account No. . entitled "The Chase Manhattan Bank,
as Collateral Agent, Securities Account (Georgia-Pacific
Corporation)" (the "Collateral Account")
Please refer to the Pledge Agreement, dated as of July 7, 1999 (the "Pledge
Agreement"), among the Company, you, as Securities Intermediary, The First
National Bank of Chicago, as Purchase Contract Agent and as attorney-in-fact for
the holders of PEPS Units from time to time, and the undersigned, as Collateral
Agent. Capitalized terms used herein but not defined shall have the meanings set
forth in the Pledge Agreement.
When you have confirmed that $__________ Value of Treasury Securities or
security entitlements thereto has been credited to the Collateral Account by or
for the benefit of _________, as Holder of PEPS Units (the "Holder"), you are
hereby instructed to release from the Collateral Account an equal Value of
Senior Deferrable Notes or security entitlements thereto by Transfer to the
Purchase Contract Agent.
The Chase Manhattan Bank
Dated: By:_____________________________
Name:
Title:
Please print name and address of Holder:
_________________________ ______________________________
Name Social Security or other
Taxpayer Identification Number,
if any
_________________________
Address
_________________________
_________________________
EXHIBIT C
INSTRUCTION
FROM PURCHASE CONTRACT AGENT
TO COLLATERAL AGENT
(Reestablishment of PEPS Units )
The Chase Manhattan Bank
000 Xxxx 00xx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Corporate Trust Group
Telecopy: (000) 000-0000
Re: PEPS Units of Georgia-Pacific Corporation (the "Company")
Please refer to the Pledge Agreement, dated as of July 7, 1999 (the "Pledge
Agreement"), among the Company, you, as Collateral Agent, The Chase Manhattan
Bank, as Securities Intermediary, and the undersigned, as Purchase Contract
Agent and as attorney-in-fact for the holders of PEPS Units from time to time.
Capitalized terms used herein but not defined shall have the meanings set forth
in the Pledge Agreement.
We hereby notify you in accordance with Section 5.3(a) of the Pledge
Agreement that the holder of securities listed below (the "Holder") has elected
to substitute $__________ Value of Senior Deferrable Notes or security
entitlements thereto in exchange for $__________ Value of Pledged Treasury
Securities and has delivered to the undersigned a notice stating that the Holder
has Transferred such Senior Deferrable Notes or security entitlements thereto to
the Securities Intermediary, for credit to the Collateral Account.
We hereby request that you instruct the Securities Intermediary, upon
confirmation that such Senior Deferrable Notes or security entitlements thereto
have been credited to the Collateral Account, to release to the undersigned
$__________ Value of Treasury Securities or security entitlements thereto
related to _____ Treasury PEPS Units of such Holder in accordance with Section
5.3(a) of the Pledge Agreement.
The First National Bank of Chicago
Date: By:_______________________________
Name:
Title:
Please print name and address of Holder electing to substitute Pledged Senior
Deferrable Notes or security entitlements thereto for Pledged Treasury
Securities:
_____________________________ _______________________________
Name Social Security or other
Taxpayer Identification Number,
if any
_____________________________
Address
_____________________________
_____________________________
EXHIBIT D
INSTRUCTION
FROM COLLATERAL AGENT
TO SECURITIES INTERMEDIARY
(Reestablishment of PEPS Units)
The Chase Manhattan Bank
000 Xxxx 00xx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Corporate Trust Group
Telecopy: (000) 000-0000
Re: PEPS Units of Georgia-Pacific Corporation (the "Company")
Securities Account No. . entitled "The Chase Manhattan Bank,
as Collateral Agent, Securities Account (Georgia-Pacific
Corporation)" (the "Collateral Account")
Please refer to the Pledge Agreement, dated as of July 7, 1999 (the "Pledge
Agreement"), among the Company, you, as Securities Intermediary, The First
National Bank of Chicago, as Purchase Contract Agent and as attorney-in-fact for
the holders of PEPS Units from time to time, and the undersigned, as Collateral
Agent. Capitalized terms used herein but not defined shall have the meanings set
forth in the Pledge Agreement.
When you have confirmed that $_________ Value of Senior Deferrable Notes or
security entitlements thereto has been credited to the Collateral Account by or
for the benefit of _________, as Holder of PEPS Units (the "Holder"), you are
hereby instructed to release from the Collateral Account $__________ Value of
Treasury Securities or security entitlements thereto by Transfer to the Purchase
Contract Agent.
The Chase Manhattan Bank
Dated: By:______________________________
Name:
Title:
Please print name and address of Holder:
___________________________ _______________________________
Name Social Security or other
Taxpayer Identification Number,
if any
___________________________
Address
___________________________
___________________________
EXHIBIT E
NOTICE OF CASH SETTLEMENT FROM SECURITIES INTERMEDIARY
TO PURCHASE CONTRACT AGENT
(Cash Settlement Amounts)
The First National Bank of Chicago
Xxx Xxxxx Xxxxxxxx Xxxxx
Xxxxx 0000
Xxxxxxx, Xxxxxxxx 00000-0000
Attention: Global Corporate Trust Services
Telecopy: (000) 000-0000
Re: PEPS Units of Georgia-Pacific Corporation (the "Company")
Please refer to the Pledge Agreement, dated as of July 7, 1999 (the "Pledge
Agreement"), among you, the Company, The Chase Manhattan Bank, as Collateral
Agent and the undersigned, as Securities Intermediary. Unless otherwise defined
herein, terms defined in the Pledge Agreement are used herein as defined therein
In accordance with Section 5.5(d) of the Pledge Agreement, we hereby notify
you that as of 11:00 a.m., [on the fifth Business Day immediately preceding the
Purchase Contract Settlement Date], we have received (i) $_____ in immediately
available funds paid in an aggregate amount equal to the Purchase Price to the
Company on the Purchase Contract Settlement Date with respect to __________ PEPS
Units and (ii) $_________ in immediately available funds paid in an aggregate
amount equal to the Purchase Price to the Company on the Purchase Contract
Settlement Date with respect to ______ Treasury PEPS Units.
The Chase Manhattan Bank
Date: By:________________________________
Name:
Title:
