AMENDED AND RESTATED CONTRIBUTION AND STOCK PURCHASE AGREEMENT by and among GEORGIA-PACIFIC CORPORATION, UWW HOLDINGS, INC. and J5M4T3B2P2CEYA, LLCContribution and Stock Purchase Agreement • March 28th, 2003 • Georgia Pacific Corp • Lumber & wood products (no furniture) • New York
THIS AMENDED AND RESTATED CONTRIBUTION AND STOCK PURCHASE AGREEMENT (this “Agreement”), is made and entered into as of this 27th day of November, 2002, by and among Georgia-Pacific Corporation, a Georgia corporation (“GP”), UWW Holdings, Inc., a Delaware corporation (“Newco”) and J5M4T3B2P2CEYA, LLC, a Delaware limited liability company (the “Buyer”).
THIRD SUPPLEMENTAL INDENTUREThird Supplemental Indenture • March 28th, 2003 • Georgia Pacific Corp • Lumber & wood products (no furniture) • New York
THIRD SUPPLEMENTAL INDENTURE (this “Third Supplemental Indenture”) dated as of March 20, 2003, by and among Fort James Operating Company, a Virginia corporation (the “Guarantor”), a wholly-owned subsidiary of the Company (hereinafter defined), Fort James Corporation, a Virginia corporation (the “Company”) and The Bank of New York, a banking corporation duly organized and existing under the laws of the State of New York, (the “Trustee”), as trustee under the Indenture referred to below.
OFFICER RETIREMENT AGREEMENTOfficer Retirement Agreement • March 28th, 2003 • Georgia Pacific Corp • Lumber & wood products (no furniture) • Georgia
THIS AGREEMENT entered into this day of , 2002 and becoming effective as of April 1, 2002 between GEORGIA-PACIFIC CORPORATION, a Georgia corporation, having its principal office in Atlanta, Georgia (“G-P”), and «Name_in_CAPs» (“Officer”);
SUBORDINATED SECURED LIQUIDITY FACILITY AGREEMENTSubordinated Secured Liquidity Facility Agreement • March 28th, 2003 • Georgia Pacific Corp • Lumber & wood products (no furniture) • New York
THIS SUBORDINATED SECURED LIQUIDITY FACILITY AGREEMENT (this “Agreement”) is made as of November 27, 2002 by and between Georgia-Pacific Corporation, a Georgia corporation (“GP”), Unisource Worldwide, Inc., a Delaware corporation (the “Company”) and the Guarantors (as defined herein).
FIRST AMENDMENT TO SECOND AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENTReceivables Purchase Agreement • March 28th, 2003 • Georgia Pacific Corp • Lumber & wood products (no furniture) • New York
FIRST AMENDMENT TO SECOND AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT dated as of May 14, 2002 (this “Amendment”) among G-P Receivables, Inc., as the seller (the “Seller”), Georgia-Pacific Corporation, as collection agent (the “Collection Agent”), Blue Ridge Asset Funding Corporation (“Blue Ridge”), Corporate Receivables Corporation (“CRC”), Corporate Asset Funding Company, Inc. (“CAFCO”), Four Winds Funding Corporation (“Four Winds”), Victory Receivables Corporation (“Victory” and, together with Blue Ridge, CRC, CAFCO and Four Winds, the “Purchasers”), Citibank, N.A. (“Citibank”), Commerzbank AG (New York Branch) (“Commerzbank”), The Bank of Tokyo-Mitsubishi, Ltd. (New York Branch) (“BTM”), Wachovia Bank, N.A. (“Wachovia” and, together with Citibank, Commerzbank and BTM, the “Secondary Purchasers”) and Citicorp North America, Inc., as administrative agent (the “Administrative Agent”).
GEORGIA-PACIFIC CORPORATION OUTSIDE DIRECTOR STOCK OPTION PLANOutside Director Stock Option Plan • March 28th, 2003 • Georgia Pacific Corp • Lumber & wood products (no furniture) • Georgia
The purpose of the Plan is to help the Company attract and retain well qualified individuals as Outside Directors (as defined below) and to align their interests more closely with the interests of the Company’s other shareholders through annual grants of stock options to each Outside Director.
SUBSIDIARY GUARANTY (Senior Capital Markets Bridge Facility)Subsidiary Guaranty • March 28th, 2003 • Georgia Pacific Corp • Lumber & wood products (no furniture) • New York
THIS SUBSIDIARY GUARANTY (the “Guaranty”), dated as of August 16, 2002, is made by the following entities (collectively, the “Guarantors” and, individually, a “Guarantor”):
