AMENDMENT TO AMENDED AND RESTATED RIGHTS AGREEMENT
EXHIBIT 4.1 |
AMENDMENT TO
|
THIS AMENDMENT TO AMENDED AND RESTATED RIGHTS AGREEMENT
(this "Amendment"), is dated as of July 18, 2000, between Georgia-Pacific
Corporation, a Georgia corporation (the "Company"), and First Chicago Trust
Company of New York, a New York corporation, as Rights Agent (the "Rights
Agent"). |
W I T N E S S E T H: |
WHEREAS, the Company and the Rights Agent are parties to an
Amended and Restated Rights Agreement dated as of December 16, 1997 (as amended as of
November 8, 1999, the "Rights Agreement"); |
WHEREAS, Plum Creek Timber Company, Inc., a Delaware
corporation ("Plum Creek"), the Company and each of NORTH AMERICAN TIMBER CORP.,
a Delaware corporation, NPI TIMBER, INC., a Delaware corporation, GNN TIMBER, INC., a
Delaware corporation, GPW TIMBER, INC., a Delaware corporation, LRFP TIMBER, INC., a
Delaware corporation and NPC TIMBER, INC., a Delaware corporation (each a
"Spinco"; and collectively the "Spincos") propose to enter into an
Agreement and Plan of Merger dated as of July 18, 2000 (the "Merger Agreement")
pursuant to which the Spincos will be merged with and into Plum Creek, with Plum Creek as
the surviving corporation (the "Merger"); and |
WHEREAS, pursuant to Section 26 of the Rights
Agreement, the Board of Directors of the Company has determined that an amendment to the
Rights Agreement as set forth herein is necessary and desirable to reflect the foregoing
and certain other matters, and the Company and the Rights Agent desire to evidence such
amendment in writing. |
NOW, THEREFORE, in consideration of the premises and
the mutual agreements herein set forth, the parties hereby agree as follows: |
1. Amendment
of Section 1(c). Section 1(c) of the Rights Agreement is amended by adding the
following provision to the end of Section 1(c): |
; provided further, however, that neither Plum Creek Timber Company ("Plum
Creek") nor any of its Affiliates or Associates shall be deemed (i) an Acquiring
Person or (ii) the Beneficial Owner of 15% or more of the total Voting Rights of all of
the shares of Company Common Stock then outstanding as a result of either the execution
and delivery of the Agreement and Plan of Merger dated as of July 18, 2000, by and among
Plum Creek, the Company and each of NORTH AMERICAN TIMBER CORP., a Delaware corporation,
NPI TIMBER, INC., a Delaware corporation, GNN TIMBER, INC., a Delaware corporation, GPW
TIMBER, INC., a Delaware corporation, LRFP TIMBER, INC., a Delaware corporation and NPC
TIMBER, INC., a Delaware corporation (the "Plum Creek Merger Agreement"), or the
consummation of the transactions contemplated thereby. |
2. Amendment
of Section 11(q). Section 11(q) of the Rights Agreement is amended to read in its
entirety as set forth below: |
| (q) | In the event that at any time after the Effective Date and prior to the Distribution
Date, the Company shall redeem the shares of G-P Stock or Timber Stock in exchange for
shares of Common Stock of one or more subsidiaries of the Company pursuant to paragraph
D.(b) of Article V of the Restated Articles, other than the redemption of the Timber Stock
to be effected pursuant to the Plum Creek Merger Agreement and in connection with the
transactions contemplated thereby, then there shall be issued with respect to each such
share of Common Stock of a subsidiary delivered directly to the holders of G-P Stock or
Timber Stock, as the case may be, a share purchase right under a shareholder rights plan
to be established by such subsidiary. |
3.
Amendment of Section 23. Section 23 of the Rights Agreement is amended by adding
the following paragraph (c) to the end of Section 23: |
| (c) | Notwithstanding any of the provisions of this Agreement or the Rights to the contrary,
the right to exercise each Timber Right shall terminate on the Redemption Date (as such
term is defined in the Plum Creek Merger Agreement) and each such Timber Right will
thereafter be null and void. |
4.
Effectiveness. This Amendment shall be deemed effective as of July 18, 2000 as if
executed on such date. Except as amended hereby, the Rights Agreement shall remain in full
force and effect and shall be otherwise unaffected hereby. |
5.
Miscellaneous. |
(a) This Amendment shall be deemed to be a contract
made under the laws of the State of Georgia and for all purposes shall be governed by and
construed in accordance with the laws of such State applicable to contracts to be made and
performed entirely within such State. |
(b) This Amendment may be executed in any number of
counterparts, each of such counterparts shall for all purposes be deemed to be an
original, and all such counterparts shall together constitute but one and the same
instrument. |
(c) If any term, provision, covenant or restriction of
this Amendment is held by a court of competent jurisdiction or other authority to be
invalid, void or unenforceable, the remainder of the terms, provisions, covenants and
restrictions of this Amendment shall remain in full force and effect and shall in no way
be affected, impaired or invalidated. |
IN WITNESS WHEREOF, the parties hereto have
caused this Amendment to be duly executed all as of the day and year first above written. |
| GEORGIA-PACIFIC | |
| Attest: |
|
| By: | |
| Name: | Name: |
| Title: | Title: |
| FIRST CHICAGO TRUST COMPANY | |
| OF New York | |
| Attest: |
|
| By: | |
| Name: | Name: |
| Title: | Title: |
