SUPPLEMENTAL INDENTURE NO. 1Supplemental Indenture • February 3rd, 2004 • Georgia Pacific Corp • Papers & allied products • New York
SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of December 31, 2003, by and among Georgia-Pacific Corporation, a Georgia corporation (the “Company”), Fort James Corporation, a Virginia corporation (the “Existing Guarantor”), Fort James Operating Company, a Virginia corporation and wholly owned subsidiary of the Existing Guarantor (the “New Guarantor”), and The Bank of New York, as trustee under the Indenture referred to below (the “Trustee”).
EIGHTH AMENDMENT TO SECOND AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENTSReceivables Purchase Agreement • February 3rd, 2004 • Georgia Pacific Corp • Papers & allied products • New York
EIGHTH AMENDMENT TO SECOND AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENTS dated as of December 15, 2003 (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”), CRC Funding, LLC, as successor to Corporate Receivables Corporation (“CRC”), CAFCO, LLC, as successor to Corporate Asset Funding Company, Inc. (“CAFCO”), Gotham Funding Corporation (“Gotham”), Special Purpose Accounts Receivable Cooperative Corporation (“SPARC” and, together with Blue Ridge, CRC, CAFCO and Gotham, the “Purchasers”), Canadian Imperial Bank of Commerce (“CIBC”), Citibank, N.A. (“Citibank”), The Bank of Tokyo-Mitsubishi, Ltd. (New York Branch) (“BTM”), Wachovia Bank, National Association (“Wachovia” and, together with CIBC, Citibank and BTM, the “Secondary Purchasers”) and Citicorp North America, Inc., as administrative agent (the “Administrative Agent”).
ContractPurchase and Sale Agreement • February 3rd, 2004 • Georgia Pacific Corp • Papers & allied products • Georgia
PURCHASE AND SALE AGREEMENT (this Agreement) dated as of December 19, 2003, between GEORGIA-PACIFIC CORPORATION, a Georgia corporation (the Seller), PLC TRUST 2003-1, a Delaware statutory trust (the Purchaser).
SEVENTH AMENDMENT TO SECOND AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENTSReceivables Purchase Agreement • February 3rd, 2004 • Georgia Pacific Corp • Papers & allied products • New York
SEVENTH AMENDMENT TO SECOND AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENTS dated as of May 28, 2003 (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”), Gotham Funding Corporation, as assignee of Victory Receivables Corporation (“Gotham”), Special Purpose Accounts Receivable Cooperative Corporation (“SPARC” and, together with Blue Ridge, CRC, CAFCO and Gotham, the “Purchasers”), Canadian Imperial Bank of Commerce (“CIBC”), Citibank, N.A. (“Citibank”), The Bank of Tokyo-Mitsubishi, Ltd. (New York Branch) (“BTM”), Wachovia Bank, National Association (“Wachovia” and, together with CIBC, Citibank and BTM, the “Secondary Purchasers”) and Citicorp North America, Inc., as administrative agent (the “Administrative Agent”).
GEORGIA-PACIFIC CORPORATION LONG-TERM APPRECIATION PLAN AS EFFECTIVE AS OF JANUARY 1, 2001Long-Term Appreciation Plan • February 3rd, 2004 • Georgia Pacific Corp • Papers & allied products • Georgia
The purposes of this Plan are to promote the interests of the Company and its stockholders by granting SARs to (a) attract and retain key employees for the Company and its Subsidiaries, (b) motivate key employees to increase the value of Common Stock and (c) enable key employees to participate in the long-term growth and financial success of the Company.
