WILLAMETTE INDUSTRIES, INC.
9 1/8% NOTE DUE FEBRUARY 15, 2003
WILLAMETTE INDUSTRIES, INC., an Oregon corporation (herein
called the "Company," which term includes any successor corporation under the
Indenture referred to below), for value received hereby promises to pay to:
___________________________ or registered assigns, the principal sum of
________________________ dollars on February 15, 2003, and to pay interest
thereon from February 11, 1991, or from the most recent Interest Payment Date to
which interest has been paid or duly provided for semiannually on February 15
and August 15 in each year commencing August 15, 1991, at the rate of 9 1/8% per
annum (computed on the basis of a 360-day year of twelve 30-day months) until
the principal hereof is paid or made available for payment. The interest so
payable, and punctually paid or duly provided for, on any Interest Payment Date
will, as provided in said Indenture, be paid to the Person in whose name this
Note (or one or more Predecessor Securities) is registered at the close of
business on the Regular Record Date for such interest, which shall be the
February 1 or August 1 (whether or not a Business Day), as the case may be, next
preceding such Interest Payment Date. Any such interest not so punctually paid
or duly provided for will forthwith cease to be payable to the Holder on such
Regular Record Date and may either be paid to the person in whose name this Note
(or one or more Predecessor Securities) is registered at the close of business
on a Special Record Date for the payment of such Defaulted interest to be fixed
by the Trustee, notice whereof shall be given to the Holder of this Note not
less than ten days prior to such Special Record Date, or be paid at any time in
any other lawful manner not inconsistent with the requirements of any securities
exchange on which the Notes may be listed, and upon such notice as may be
required by such exchange, all as more fully provided in said Indenture.
Payment of the principal of and interest on this Note will be
made at the office or agency of the Company maintained for that purpose in the
Borough of Manhattan, the City of New York, New York, in such coin or currency
of the United States as at the time of payment is legal tender for payment of
public and private debts, provided, however, that at the option of the Company
payment of interest may be made by check mailed to the address of the Person
entitled thereto as such address shall appear in the Security Register.
Reference is hereby made to the further provisions of this
Note set forth on the reverse hereof, which further provisions shall for all
purposes have the same effect as if set forth at this place.
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Unless the certificate of authentication hereon has been
manually executed by the Trustee or Authenticating Agent referred to in said
Indenture, this Note shall not be entitled to any benefit under the Indenture or
be valid or obligatory for any purpose.
IN WITNESS WHEREOF, the Company has caused this Note to be
duly executed under its corporate seal.
DATED:
CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the series designated herein
issued under the within-mentioned Indenture.
THE CHASE MANHATTAN BANK
(National Association), as Trustee
By
Authorized Officer
WILLAMETTE INDUSTRIES, INC.
Attest: By
(Facsimile Signature) (Facsimile Signature)
Facsimile Seal
President Secretary
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This Note is one of a duly authorized issue of Securities of
the Company, issued and to be issued in one or more series under an Indenture,
dated as of March 15, 1983 (herein called the "Indenture"), between the Company
and The Chase Manhattan Bank (National Association), as trustee (herein called
the "Trustee," which term includes any successor trustee under the Indenture),
to which Indenture and all Indentures supplemental thereto reference is hereby
made for a statement of the respective rights, limitations of rights, duties and
immunities thereunder of the Company, the Trustee and the Holders of the
Securities and of the terms upon which the Securities are, and are to be,
authenticated and delivered. This Note is one of the series of the Securities
designated as the 9 1/8% Notes Due February 15, 2003 (herein called the
"Notes"), limited in aggregate principal amount to $50,000,000.
The Notes may not be redeemed prior to Stated Maturity.
If an Event of Default with respect to the Notes shall occur
and be continuing, the principal of the Notes may be declared due and payable in
the manner and with the effect provided in the Indenture.
The Indenture permits, with certain exceptions as therein
provided, the amendment thereof and the modification of the rights and
obligations of the Company and the rights of the Holders of the Securities of
each series under the Indenture to be affected at any time by the Company and
the Trustee with the consent of the Holders of a majority in principal amount of
the Securities at the time Outstanding of each series to be affected. The
Indenture also contains provisions permitting the Holders of a majority in
principal amount of the Securities of each series at the time Outstanding, on
behalf of the Holders of all Securities of such series, to waive compliance by
the Company with certain provisions of the Indenture and certain past defaults
under the Indenture and their consequences. Any such consent or waiver by the
Holder of this Note shall be conclusive and binding upon such Holder and upon
all future Holders of this Note and of any Note issued upon the registration of
transfer hereof or in exchange herefor or in lieu hereof, whether or not
notation of such consent or waiver is made upon this Note.
No reference herein to the Indenture and no provision of this
Note or of the Indenture shall alter or impair the obligation of the Company,
which is absolute and unconditional, to pay the principal of and interest on
this Note at the times, place and rate, and in the coin or currency, herein
prescribed.
As provided in the Indenture and subject to certain
limitations therein set forth, the transfer of this Note is registrable in the
Security Register upon surrender of this Note for registration of transfer at
the office or agency of the Company in any place where the principal of and
interest on this Note are payable, duly endorsed by, or accompanied by a written
instrument of transfer in form satisfactory to the Company and the Security
Registrar duly executed by, the Holder hereof or his attorney duly authorized in
writing, and thereupon one or more new Notes of authorized denominations and for
the same aggregate principal amount will be issued to the designated transferee
or transferees.
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The Notes are issuable only in registered form without coupons
in denominations of $1,000 and any integral multiple of thereof. As provided in
the Indenture and subject to certain limitations therein set forth, the Notes
are exchangeable for a like aggregate principal amount of Notes of a different
authorized denomination, as requested by the Holder surrendering the same.
No service charge shall be made for any such registration of
transfer or exchange, but the Company may require payment of a sum sufficient to
cover any tax or other governmental charge payable in connection therewith.
Prior to due presentment of this Note for registration of
transfer, the Company, the Trustee and any agent of the Company or the Trustee
may treat the Person in whose name this Note is registered as the owner hereof
for all purposes, whether or not this Note be overdue, and neither the Company,
the Trustee nor any such agent shall be affected by notice to the contrary.
All terms used in this Note which are defined in the Indenture
shall have the meanings assigned to them in the Indenture.
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and
transfers unto
PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OR
ASSIGNEE:
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(Please print or typewrite name and address, including zip code of assignee)
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the within Note and all rights thereunder, hereby irrevocably constituting and
appointing attorney.
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to transfer said Note on the books of the Company, with full power of
substitution in the premises.
Dated:
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NOTICE: The signature to this assignment must respond
with the name as it appears upon the face of the within
Note in every particular, without alteration or
enlargement or any change whatever.
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