EXHIBIT 4.3(ii)
AMENDMENT NO. 1 TO AMENDED AND RESTATED RIGHTS AGREEMENT
AMENDMENT No. 1, dated as of November 8, 1999, to the Amended and
Restated Rights Agreement, dated as of December 16, 1997 (the "Rights
Agreement"), between Georgia-Pacific Corporation, a Georgia corporation (the
"Company"), and First Chicago Trust Company of New York, as Rights Agent (the
"Rights Agent").
WHEREAS, the Company and the Rights Agent entered into the Rights
Agreement, specifying the terms of the Rights (as defined therein);
WHEREAS, the Company and the Rights Agent desire to amend the Rights
Agreement, in accordance with Section 26 of the Rights Agreement;
NOW, THEREFORE, in consideration of the premises and mutual agreements
set forth in the Rights Agreement, and this Amendment No. 1, the parties hereby
agree as follows:
1. The definition of "Independent Director" in Section 1(m) is hereby
amended and restated as follows:
"(m) "Independent Director" shall mean a member of the Board of
Directors of the Company (i) who is not, and has never been, an officer or
employee of the Company, and (ii) who is not (A) an Acquiring Person or an
Affiliate or Associate of an Acquiring Person or (B) a Person which shall have
made a proposal to the Company or its shareholders, or taken any other action
that, if effective, could cause such Person to become an Acquiring Person
hereunder, or an Affiliate or Associate of any such Person."
2. The text of the present paragraph in Section 23 shall be amended by
adding new sub-paragraphs (c) and (d) at the end thereof as follows:
"(c) It is understood that the TIDE Committee (as defined below) of the
Board of Directors of the Company shall review and evaluate this Agreement to
determine whether the maintenance of this Agreement continues to be in the
interests of the Company, its shareholders and any other relevant constituencies
of the Company, at least once every three years, or sooner than that if any
Person shall have made a proposal to the Company or its shareholders, or taken
any other action that, if effective, could cause such Person to become an
Acquiring Person hereunder, unless a majority of the members of the TIDE
Committee shall determine that such review and evaluation are not appropriate
after giving due regard to all relevant circumstances. Following each such
review, the TIDE Committee will communicate its conclusions to the full Board of
Directors, including any recommendation in light thereof as to whether this
Agreement should be modified or the Rights should be terminated. The TIDE
Committee shall be comprised of Independent Directors selected by the Governance
Committee of the Board, and may be the Governance Committee so long as all of
its members are Independent Directors.
(d) The TIDE Committee (and the Independent Directors, when considering
the termination of, or any supplement or amendment to, the Rights requiring
approval of the
Independent Directors) shall have the power to set their own agenda and to
retain at the expense of the Company their choice of legal counsel, investment
bankers and other advisors. The TIDE Committee (and the Independent Directors,
when considering termination of, or amendments or supplements to, the Rights, as
described above) shall have the authority to review all information of the
Company and to consider any and all factors they deem relevant to an evaluation
of whether to maintain or modify the Agreement or terminate the Rights."
3. The term "Agreement" as used in the Rights Agreement shall be deemed
to refer to the Rights Agreement as amended hereby.
4. The foregoing amendment shall be effective as of the date hereof
and, except as set forth herein, the Rights Agreement shall remain in full force
and effect and shall otherwise be unaffected hereby.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 1
to be duly executed, all as of the date first above written.
ATTEST: GEORGIA-PACIFIC CORPORATION
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
---------------------------------- -----------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President & Deputy Title: Senior Vice President - Law &
General Counsel & Secretary General Counsel
ATTEST: FIRST CHICAGO TRUST COMPANY
OF NEW YORK
By: /s/ Authorized Officer By: /s/ Authorized Officer
---------------------------------- -----------------------------------
Name: Name:
Title: Title: