NOT A NEW ISSUE
REOFFERING SUPPLEMENT OF FEBRUARY 27, 2012
to
OFFICIAL STATEMENT DATED JUNE 28, 2004
$14,200,000
Industrial Development Board of the Parish of East Baton Rouge, Louisiana, Inc.
Solid Waste Disposal Revenue Bonds
(Georgia-Pacific Corporation Project)
Series 2004
Dated: June 29, 2004
Price 100%
Due: June 1, 2029
The above-captioned bonds (the “Bonds”) were originally issued on June 28, 2004 under an
Indenture of Trust, dated as of June 1, 2004 (the “Indenture”), between Industrial Development Board of
the Parish of East Baton Rouge, Louisiana, Inc. (the “Issuer”) and U.S. Bank National Association (as
successor to SunTrust Bank), as trustee (the “Trustee”). The Issuer loaned the proceeds of the sale of the
Bonds to Georgia-Pacific LLC (f/k/a Georgia-Pacific Corporation) (the “Company”), pursuant to an
Installment Agreement, dated as of June 1, 2004 (the “Agreement”), between the Issuer and the Company
in order to enable the Company to finance the costs of acquiring, constructing, equipping and improving
the Project (as defined in the Agreement). The payment of the Bonds is secured by an irrevocable directpay Letter of Credit (the “Letter of Credit”) issued by
U.S. BANK NATIONAL ASSOCIATION
(the “Bank”), which replaces the prior letter of credit issued by BNP Paribas, New York Branch to the
Trustee. The Letter of Credit shall be deemed automatically extended without amendment for a period of
one year, beginning March 7, 2013 and at the conclusion of each one-year period thereafter, unless the
Bank provides proper written notice of its election not to extend the Letter of Credit.
THE BONDS ARE BEING REOFFERED ONLY TO CERTAIN QUALIFIED
INSTITUTIONAL BUYERS. SEE “NOTICE TO INVESTORS” HEREIN.
The purpose of this Reoffering Supplement to Official Statement is to furnish certain information
in connection with the delivery of the Letter of Credit by the Bank.
NO REPRESENTATION IS MADE IN THIS REOFFERING SUPPLEMENT TO OFFICIAL
STATEMENT CONCERNING THE FINANCIAL STATUS OR PROSPECTS OF THE COMPANY
OR THE VALUE OR FINANCIAL VIABILITY OF THE PROJECT (AS DESCRIBED IN THE
OFFICIAL STATEMENT). PROSPECTIVE PURCHASERS OF THE BONDS ARE ADVISED TO
RELY SOLELY UPON THE LETTER OF CREDIT FOR PAYMENT OF PRINCIPAL AND
PURCHASE PRICE OF AND INTEREST ON THE BONDS. THE OCCURRENCE OF CERTAIN
EVENTS UNDER THE CREDIT AGREEMENT (AS MORE FULLY DESCRIBED HEREIN UNDER
THE HEADING, “THE CREDIT AGREEMENT”) WILL NOT PERMIT THE BANK TO CAUSE AN
EVENT OF DEFAULT UNDER THE INDENTURE, REQUIRING THE TRUSTEE TO DECLARE
THE BONDS TO BE IMMEDIATELY DUE AND PAYABLE, BUT RATHER WILL PRECLUDE
THE LETTER OF CREDIT FROM BEING EXTENDED BEYOND THE ONE-YEAR PERIOD THEN
IN EFFECT.
BofA Merrill Lynch
NOTICE TO INVESTORS
The Bonds are to be remarketed only to “Qualified Institutional Buyers” as defined in Rule 144A
promulgated under the Securities Act of 1933, as amended. The Remarketing Agent expects to sell the
Bonds such that:
(i)
Each purchaser from the Remarketing Agent, based upon the knowledge of the
Remarketing Agent after verbal inquiry (but otherwise without independent investigation), is an
institutional purchaser that is a Qualified Institutional Buyer or, if such purchaser is buying for an
account for which such purchaser is acting as fiduciary or agent, such account is a Qualified
Institutional Buyer;
(ii)
Each purchaser from the Remarketing Agent, to the best knowledge of the Remarketing
Agent but without independent investigation, is acquiring the Bonds for its own account or for
not more than one account for which it is acting as fiduciary or agent in a minimum amount of
not less than $100,000, without a view to any sale or distribution thereof, and has acknowledged
on its own behalf or on behalf of any such account for which it is purchasing the Bonds that the
authorized denomination of the Bonds will be $100,000 or any integral multiple of $5,000 in
excess thereof; and
(iii)
Each purchaser from the Remarketing Agent has been provided with access to such
financial and other information as it has requested in connection with its decision to purchase any
Bonds.
$14,200,000
Industrial Development Board of the Parish of East Baton Rouge, Louisiana, Inc.
Solid Waste Disposal Revenue Bonds
(Georgia-Pacific Corporation Project)
Series 2004
This Reoffering Supplement to Official Statement (this “Reoffering Supplement”) is provided to
furnish certain information in connection with the delivery of an Substitute Credit Facility by U.S. Bank
National Association (the “Bank”) as credit provider for the $14,200,000 in aggregate principal amount of
the Industrial Development Board of the Parish of East Baton Rouge, Louisiana Inc. Solid Waste
Disposal Revenue Bonds (Georgia-Pacific Corporation Project), Series 2004 (the “Bonds”). Industrial
Development Board of the Parish of East Baton Rouge, Louisiana Inc. (the “Issuer”) has not participated
in the preparation of this Reoffering Supplement and makes no representation as to its accuracy or
completeness.
The Official Statement, dated June 28, 2004 (the “Official Statement”), relating to the Bonds, is
attached hereto as Appendix “D” and made a part hereof. The form of the Opinion of Bond Counsel
dated March 7, 2012 and rendered in connection with the delivery of the Substitute Credit Facility by the
Bank is included as Appendix “C” hereto. Any descriptions contained herein do not purport to be
comprehensive or definitive and are qualified in their entirety by reference, where appropriate, to each
specific document being described, copies of all of which are available for inspection at the principal
corporate trust office of the Trustee at U.S. Bank National Association, 1349 W. Peachtree Street, Suite
1050, Atlanta, Georgia, 30309, Attention: Corporate Trust Services. Terms not defined herein have the
meanings set forth in the respective documents.
This Reoffering Supplement does not constitute an offering of any security other than the
remarketing of the Bonds identified on the cover hereof. No dealer, broker, salesman or other person has
been authorized by the Issuer, the Company, the Bank or Merrill Lynch, Pierce, Fenner & Smith
Incorporated (the “Remarketing Agent”) to give any information or to make any representation with
respect to the Bonds other than those contained in this Reoffering Supplement, and, if given or made,
such other information or representations must not be relied upon as having been authorized by any of the
foregoing. This Reoffering Supplement does not constitute an offer to sell or the solicitation of an offer
to buy nor shall there be any sale of the Bonds by any person in any jurisdiction in which it is unlawful
for such person to make such offer, solicitation or sale.
The information set forth herein has been obtained from the Company, the Bank and other
sources which are believed to be reliable, but is not guaranteed as to accuracy or completeness, and is not
to be construed as a representation by the Remarketing Agent or the Issuer. The information herein is
subject to change without notice and neither the delivery hereof nor any sale hereunder at any time
implies that information herein is correct as of any time subsequent to its date. Any statements in this
Reoffering Supplement involving estimates, assumptions and matters of opinion, whether or not so
expressly stated, are intended as such and not representations of fact.
The Bonds are not registered by the Issuer under the Securities Act of 1933, as amended, or any
state securities law, and are not listed on any stock or other securities exchange. Neither the Securities
and Exchange Commission nor any other federal, state or other governmental entity or agency have
passed upon the accuracy or adequacy hereof or approved the Bonds for sale (except that the Issuer has
authorized the issuance and sale of the Bonds). Any representation to the contrary is a criminal offense.
In making an investment decision, investors must rely on their own examination of the Issuer, the
Company, the Remarketing Agent, the Bank and the terms of the offering, including the merits and risks
1
involved. The Bonds have not been recommended by any federal or state securities commission or
regulatory authority. Furthermore, the foregoing authorities have not confirmed the accuracy or
determined the adequacy of this Reoffering Supplement. Any representation to the contrary is a criminal
offense.
THE LETTER OF CREDIT
The Bank has issued in favor of the Trustee for the Bonds, for the account of the Company and at
the request of Georgia-Pacific LLC, a Delaware limited liability company (“Georgia-Pacific LLC”), the
Letter of Credit in an amount not exceeding $14,386,740 (as from time to time reduced or reinstated in
accordance with the provisions of the Letter of Credit, the “Stated Amount”), of which (a) an amount not
exceeding $14,200,000 (as from time to time reduced or reinstated in accordance with the provisions of
the Letter of Credit, the “Principal Stated Amount”) may be drawn upon with respect to the payment of
principal of, or the portion of the purchase price or redemption price corresponding to principal of, the
Bonds and (b) an amount not exceeding $186,740 (as from time to time reduced or reinstated in
accordance with the provisions of the Letter of Credit, the “Interest Stated Amount”) (calculated as 40
days of accrued interest on the Principal Stated Amount at an assumed rate of twelve percent (12%) per
annum (notwithstanding the actual rate borne by the Bonds from time to time, and based on a 365-day
year)) may be drawn upon with respect to the payment of interest accrued on, or the portion of the
purchase price or redemption price corresponding to interest accrued on, the Bonds. The Letter of Credit
shall be deemed automatically extended without amendment for a period of one year, beginning March 7,
2013 and at the conclusion of each one-year period thereafter, unless earlier terminated or unless the Bank
provides proper written notice of its election not to extend the Letter of Credit. The form of the Letter of
Credit is attached as Appendix “B” hereto.
THE CREDIT AGREEMENT
The Letter of Credit has been issued pursuant to the terms of the Master Agreement for Standby
and Direct Pay Letters of Credit, dated February 7, 2012 (the “Credit Agreement”), between GeorgiaPacific LLC and the Bank. Under the terms of the Credit Agreement, Georgia-Pacific LLC has agreed,
among other things, to reimburse the Bank under the Credit Agreement, for all amounts drawn on the
Letter of Credit and to pay certain other fees and expenses to the Bank. The failure of Georgia-Pacific
LLC to reimburse the Bank for amounts drawn on the Letter of Credit, the breach by Georgia-Pacific
LLC of any of its representations, warranties or covenants in the Credit Agreement, or the occurrence of
certain other events could result in an “Event of Default” under the Credit Agreement. In addition, the
scheduled termination date of the Credit Agreement is February 7, 2013 (the, “Termination Date”) though
such Termination Date may be extended by agreement of all the parties for additional one year periods.
The occurrence of either an “Event of Default” or a Termination Date does not result in an event of
default that will permit the acceleration of the Bonds, but will preclude the Letter of Credit from being
extended beyond the one-year period then in effect. Neither event, however, will cause the Letter of
Credit to terminate before its then-stated termination date. The Bonds are subject to mandatory tender
prior to the expiration date of the Letter of Credit, as more fully described in the Official Statement
supplemented hereby.
The Credit Agreement provides financing to Georgia-Pacific LLC beyond the scope of the
issuance of the Letter of Credit by the Bank with respect to the Bonds. Consequently, all of the terms of
the Credit Agreement will not be described herein. Georgia-Pacific LLC will provide to the Remarketing
Agent the Credit Agreement. It is expected that the Remarketing Agent will submit that documentation to
the MSRB Short-term Obligation Rate Transparency (“SHORT”) System within five business days of
receipt as required by Municipal Securities Rulemaking Board’s Rule G-34(c), which became effective on
2
May 16, 2011. Bondholders and potential Bondholders are encouraged to review the Credit Agreement
as well as the form of the Letter of Credit attached as Appendix B hereto before purchasing the Bonds.
THE BANK
A brief description of the Bank is included as Appendix “A” hereto.
INVESTMENT CONSIDERATIONS
Prospective investors should not expect the Company or the Issuer to pay directly the principal of
or redemption or purchase price of or interest on the Bonds. Under the Indenture, the Trustee is required
to draw on the Letter of Credit to provide for payment of the principal of and interest on the Bonds when
due and for payment of the Purchase Price of such Bonds tendered or deemed tendered for purchase and
not remarketed. Payment under the Letter of Credit depends on the creditworthiness of the Bank.
Accordingly, any investment decision to purchase the Bonds should be made solely on the basis of the
creditworthiness of the Bank. In the event of a bankruptcy or insolvency of the Bank, or if for any other
reason the Trustee fails or is unable to draw on the Letter of Credit, sufficient moneys may not be
available from the Company to pay the principal of, Purchase Price, premium, if any, and interest on the
Bonds. There can be no assurance that the Bank will maintain its present financial condition or that an
adverse change in such condition will not adversely affect its ability to honor future drawings under the
Letter of Credit.
A downgrade of the credit rating of the Bank will result in a corresponding downgrading of the
rating on the Bonds. The Indenture permits the Issuer to substitute the Letter of Credit with an Substitute
Credit Facility meeting the requirements set forth in the Indenture. See “THE CREDIT FACILITY Substitute Credit Facility” in the Official Statement.
The ratings of the Bonds referred to in the Official Statement under the heading “RATING” are
no longer applicable to the Bonds.
THE REMARKETING AGENT
Merrill Lynch, Pierce, Fenner & Smith Incorporated was appointed as the Remarketing Agent for
the Bonds as of July 1, 2009.
The Remarketing Agent has agreed to comply with the variable rate demand bond procedures
relating to the Bonds which are included in the Indenture. The Remarketing Agent also has internal practices
and procedures pertaining to variable rate demand securities. The resale of the Bonds and the rates of interest
thereon may be affected by those practices and procedures.
The Remarketing Agent is Paid by the Company. The Remarketing Agent’s responsibilities under
the Remarketing Agreement include (1) determining the interest rate from time to time and (2) remarketing
the Bonds that are optionally or mandatorily tendered by the owners thereof (subject, in each case, to the
terms of the Remarketing Agreement), all as further described in this Official Statement. The Remarketing
Agent is paid by the Company for its services. As a result, the interests of the Remarketing Agent may differ
from those of existing Owners and potential purchasers of the Bonds.
The Remarketing Agent May Purchase Bonds for Its Own Account. The Remarketing Agent acts as
remarketing agent for a variety of variable rate demand obligations and, in its sole discretion, has routinely
purchased such obligations for its own account in order to achieve a successful remarketing of the obligations
(i.e., because there are otherwise not enough buyers to purchase the obligations) or for other reasons. The
3
Remarketing Agent is permitted, but not obligated, to purchase tendered Bonds for its own account and, if it
does so, it may cease doing so at any time without notice. Any cessation of purchases by the Remarketing
Agent may result in a failed remarketing and draw on the Letter of Credit. The Remarketing Agent may also
make a market for the Bonds by purchasing and selling such Bonds other than in connection with an optional
or mandatory tender and remarketing. Such purchases and sales may be at or below par. However, the
Remarketing Agent is not required to make a market for the Bonds. The Remarketing Agent may also sell
any Bonds it has purchased to one or more affiliated investment vehicles for collective ownership or enter
into derivative arrangements with affiliates or others in order to reduce its exposure to the Bonds. The
purchase of Bonds by the Remarketing Agent may create the appearance that there is greater third party
demand for the Bonds in the market than is actually the case. The practices described above also may result
in fewer Bonds being tendered in a remarketing, fewer draws on the Letter of Credit and lower interest rates
on the Bonds than would otherwise be the case.
Bonds May be Offered at Different Prices on Any Date Including an Interest Rate Determination
Date. Pursuant to the Remarketing Agreement, the Remarketing Agent is required to determine the
applicable rate of interest that, in its judgment, is the lowest rate that would permit the sale of the Bonds at
par plus accrued interest, if any, on and as of the interest rate determination date. The interest rate will reflect,
among other factors, the level of market demand for the Bonds (including whether the Remarketing Agent is
willing to purchase Bonds for its own account). There may or may not be Bonds tendered and remarketed on
an interest rate determination date, the Remarketing Agent may or may not be able to remarket any Bonds
tendered for purchase on such date at par and the Remarketing Agent may sell Bonds at varying prices to
different investors on such date or any other date. The Remarketing Agent is not obligated to advise
purchasers in a remarketing if it does not have third party buyers for all of the Bonds at the remarketing price.
In the event the Remarketing Agent owns any Bonds for its own account, it may, in its sole discretion in a
secondary market transaction outside the tender process, offer such Bonds on any date, including the interest
rate determination date, at a discount to par to some investors.
The Ability to Sell the Bonds Other than Through Tender Process May Be Limited. The
Remarketing Agent may buy and sell Bonds other than through the tender process. However, it is not
obligated to do so and may cease doing so at any time without notice and may require Owners that wish to
tender their Bonds to do so through the Remarketing Agent and the Trustee with appropriate notice. Thus,
investors who purchase the Bonds, whether in a remarketing or otherwise, should not assume that they will
be able to sell their Bonds other than by tendering the Bonds in accordance with the tender process.
THE COMPANY
The Company is one of the world’s largest diversified forest products companies and among the
leading manufacturers and marketers of consumer tissue-based products, disposable tableware,
containerboard, corrugated packaging and building products such as structural panels, lumber and other
wood products, gypsum wallboard and related chemicals. The Company’s businesses are organized into
four principal segments:
•North American Consumer Products—retail (including bath tissue, paper towels, napkins and
disposable tableware such as cups, plates and cutlery); professional (including bath tissue, paper towels,
napkins, and disposable tableware for use away from home); and communication papers (including office
printing and writing paper);
•Packaging—containerboard and packaging (including containerboard, medium, and corrugated
packaging); kraft papers; bleached paperboard; and cellulose (baled and fluff pulp);
4
•Building Products—structural panels (including plywood and oriented strand board (OSB);
gypsum wallboard; softwood lumber; engineered wood products; and chemicals; and
•EMEA Consumer Products—retail and commercial bath tissue and personal care products for
Europe, the Middle East and Africa. EMEA Consumer Products segment is currently under contract to be
sold.
The Company’s portfolio of products contains some of the strongest and most recognized brands
in North America, including Dixie®, Brawny®, Angel Soft®, Quilted Northern®, Quilted Northern Ultra
Plush®, Sparkle®, Vanity Fair®, enMotion®, BigFold®, EasyNap® and Color-Box®. The Georgia-Pacific
brand name is the most widely-recognized name in building products in North America. The Company
also sells building products under well-recognized brand names such as DensGlass®, DensArmor Plus®,
Plytanium® and Blue Ribbon®.
On December 23, 2005, the Company was acquired by Koch Industries, Inc. and became a
privately held company. As a consequence, the Company discontinued filing its annual audited financial
statements with the Municipal Securities Rule Making Board (“MSRB”) (successor to the municipal
securities information repositories) pursuant to the Securities and Exchange Act of 1934, as amended (the
“34 Act”) due to the open access and public availability to the MSRB reporting database. Instead, the
Company provides EMMA with selected annual consolidated financial information, and has invited
interested investors to request financial statements individually.
NOTICE TO INVESTORS
The Bonds are to be remarketed only to “Qualified Institutional Buyers” as defined in Rule 144A
promulgated under the Securities Act of 1933, as amended. The Remarketing Agent expects to sell the
Bonds such that:
(i)
Each purchaser from the Remarketing Agent, based upon the knowledge of the
Remarketing Agent after verbal inquiry (but otherwise without independent investigation), is an
institutional purchaser that is a Qualified Institutional Buyer or, if such purchaser is buying for an
account for which such purchaser is acting as fiduciary or agent, such account is a Qualified
Institutional Buyer;
(ii)
Each purchaser from the Remarketing Agent, to the best knowledge of the Remarketing
Agent but without independent investigation, is acquiring such Bonds for its own account or for
not more than one account for which it is acting as fiduciary or agent in a minimum amount of
not less than $100,000, in either case not with a view to any sale or distribution thereof, and has
acknowledged on its own behalf or on behalf of any such account for which it is purchasing the
Bonds that the authorized denomination will be $100,000 or any integral multiple of $5,000 in
excess thereof; and
(iii)
Each purchaser from the Remarketing Agent has been provided with access to such
financial and other information as it has requested in connection with its decision to purchase any
Bonds.
5
EXEMPTION FROM CONTINUING DISCLOSURE
The Issuer issued the Bonds on June 28, 2004 pursuant to an exception to the reporting
requirements of Rule 15c2-12 (the “Rule”) promulgated by the SEC under the 34 Act. As such, none of
the Company or the Issuer or any other party has expressed any commitment or intention to provide any
continuing or ongoing disclosures with respect to the Bonds, the Company, the Issuer, or otherwise in
accordance with the requirements of the Rule in effect on the date of issuance of the Bonds.
Appendix “A” – U.S. Bank National Association
Appendix “B” - Form of Letter of Credit
Appendix “C” - Form of Bond Counsel Opinion
Appendix “D” - Official Statement, dated June 28, 2004
6
APPENDIX A
U.S. BANK NATIONAL ASSOCIATION
Headquartered in Minneapolis, U.S. Bancorp is the parent company of U.S. Bank. U.S.
Bancorp is the 5th largest commercial bank in the United States with total assets of $340.1
billion at the end of 4th Quarter 2011. Our company operates 3,085 banking offices and 5,053
bank-branded ATMs, and provides a comprehensive line of banking, brokerage, insurance,
investment, mortgage, trust, and payments services products to consumers, businesses,
government entities and institutions.
More than 60,000 people work for U.S. Bank; we serve over 17 million customers. U.S.
Bank is one of the nation’s strongest financially performing banks in the United States, ranked
among the top U.S. bank holding companies based on several key measures of profitability and
efficiency, including a 1.62% ROAA, 16.8% ROCE, and a 52.7% Efficiency Ratio.
U.S. Bank, through its various subsidiaries, offers a wide variety of financial services.
Four primary business lines focus on Consumer Banking; Payment Services; Wealth
Management & Securities Services; and Wholesale Banking. U.S. Bank offers regional
consumer and business banking and wealth management services, national wholesale and trust
services and global payments services to more than 17 million customers.
For the fiscal year ended December 31, 2011, U.S. Bank held assets of $340.1 billion and
total deposits of $230.9 billion. Net income for the fiscal year ended December 31, 2011 was
$4.7 billion, as compared to $3.3 billion for the fiscal year ended December 31, 2010.
A-1
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APPENDIX B
FORM OF LETTER OF CREDIT
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IRREVOCABLE LETTER OF CREDIT
U.S. Bank National Association
Mail Code BC-MN-H20G
800 Nicollet Mall
Minneapolis, MN 55402
Attention: Standby L/C Department
February ___, 2012
IRREVOCABLE LETTER OF CREDIT NO. [lc number]
U.S. Bank National Association, as successor to SunTrust Bank, as Trustee
Suite 1050
Two Midtown Plaza
1349 W. Peachtree Street, NW
Atlanta, Georgia 30309
Attention: Corporate Trust Services
Reference CUSIP # 27083PAA5
At the request and on the instructions of our customer, Georgia-Pacific LLC (f/k/a
Georgia-Pacific Corporation), a Delaware limited liability corporation (the “Company”) we, U.S.
Bank National Association (the "Bank", "we" or "us"), hereby establish in your favor, as Trustee
(the “Trustee”) under the Indenture of Trust, dated as of June 1, 2004 (the “Indenture”) between
the Industrial Development Board of the Parish of East Baton Rouge, Louisiana, Inc. (the
“Issuer”) and you pursuant to which $14,200,000 in aggregate principal amount of the Issuer’s
Solid Waste Disposal Revenue Bonds (Georgia-Pacific Corporation Project), Series 2004 (the
“Bonds”) are being issued, this Irrevocable Letter of Credit in the initial amount of $14,386,740
(hereinafter, as reduced from time to time in accordance with the provisions hereof, the “Stated
Amount”) of which (i) an amount not exceeding $14,200,000 (as reduced from time to time in
accordance with the terms hereof (the “Principal Component”), may be drawn upon with respect
to payment of the unpaid principal amount or the portion of Purchase Price corresponding to
principal of the Bonds, and (ii) an amount not exceeding $186,740 (as reduced from time to time
in accordance with the terms hereof, the “Interest Component”) may be drawn upon with respect
to payment of interest accrued or the portion of Purchase Price corresponding to interest accrued
on the Bonds on or prior to their stated maturity date, effective immediately and expiring on the
Stated Termination Date (as hereinafter defined). Notwithstanding the foregoing, this Letter of
Credit shall be deemed automatically extended without amendment for a period of one (1) year
from the present or any future Stated Termination Date, unless at least 60 days prior to any
Stated Termination Date, we deliver notice to you in writing by registered mail or overnight
courier service at the above address, that we elect not to extend this Letter of Credit. All
drawings under this Letter of Credit will be paid with our own funds.
Funds under this Letter of Credit will be made available to you against receipt by us of
the following items at the time required below: (a) if the drawing is being made with respect to
the payment of the portion of the Purchase Price of Bonds delivered to the Trustee pursuant to
Section 4.01 or 4.02 of the Indenture, corresponding to the principal thereof (an “A Drawing”),
receipt by us of your written certificate in the form of Exhibit A attached hereto appropriately
completed and signed by an Authorized Officer; (b) if the drawing is being made with respect to
the payment of principal of the Bonds (a “B Drawing”), receipt by us of your written certificate
in the form of Exhibit B attached hereto appropriately completed and signed by an Authorized
Officer; and (c) if the drawing is being made with respect to the payment of interest, or the
portion of Purchase Price corresponding to interest, on the Bonds (a “C Drawing”), receipt by us
of your written certificate in the form of Exhibit C attached hereto appropriately completed and
signed by an Authorized Officer. Each draft presented for payment against this Letter of Credit
and each accompanying certification must be dated the date of its presentation to us, and may be
presented only on a Business Day. Drafts must be marked conspicuously “Drawn under U.S.
Bank National Association, Irrevocable Letter of Credit No. [lc number]”. The certifications you
are required to submit to us along with your draft or drafts must be sent either (but not both) by
(a) fax to us at (612) 303-5226, confirmed by you by telephone to us at either (866) 359-2505
(extension 5854), or (612) 303-7395, or (b) by delivery by courier or first class United States
mail to our office located at U.S. Bank National Association, 800 Nicollet Mall, Minneapolis,
MN 55402, Attn: Standby L/C Dept. BC-MN-H20G. You shall use best efforts to give
telephonic notification of a demand for payment at either (866) 359-2503 (extension 5854) or
(612) 303-3795.
Other than the foregoing provisions for communications by facsimile copy,
communications with respect to this Letter of Credit shall be in writing and shall be addressed to
us at U.S. Bank National Association, 800 Nicollet Mall, Minneapolis, MN 55402, Attn: Standby
L/C Dept., specifically referring to the number and date of this Letter of Credit.
Provided that the requirements set forth herein for a drawing have been strictly satisfied
and that such drawing and the documents presented in connection therewith conform to the terms
and conditions hereof, payment shall be made to you of the amount specified in immediately
available funds at the following times:
(a) if a Expedited Drawing is made by you hereunder at or prior to 11:30 a.m.,
Minneapolis time (hereinafter referred to as “Local Time”), on a Business Day, payment
shall be made to you not later than 1:30 p.m., Local Time, on the same Business Day or
not later than 9:00 a.m., Local Time, on such later Business Day as you may specify; and
(b) if a drawing other than an Expedited Drawing is made by you hereunder at or prior to
11:30 a.m., Local Time, on a Business Day, payment shall be made to you not later than
1:30 p.m., Local Time, on the next-following Business Day, or if made after 11:30 a.m.,
Local Time, shall be made not later than 1:30, p.m., Local Time, on the second following
Business Day.
For purposes of the foregoing, an "Expedited Drawing" means a drawing consists of either or
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both of (a) an A Drawing, or (b) a C Drawing constituting of a drawing with respect to payment
of the portion of the purchase price of the Bonds corresponding to the accrued interest thereon,
which bonds are to be purchased pursuant to Section 4.01 or 4.02 of the Indenture (as the
purpose of such drawing shall being so identified in subparagraph (b) of the certificate in the
form of Exhibit C submitted with such C Drawing).
If requested by you, payment under this Letter of Credit will be made by deposit of
immediately available funds into a designated account that you maintain with us. If a draft for
payment made by you hereunder does not, in any instance, conform to the terms and conditions
of this Letter of Credit, we shall give you notice by 9:00 a.m., Local Time, on the next Business
Day that the demand for payment was not effected in accordance with the terms and conditions
of this Letter of Credit, stating the reasons therefore and that we will upon your instructions hold
any documents at your disposal or return the same to you. Upon being notified that the demand
for payment was not affected in conformity with this Letter of Credit, you may attempt to correct
any such non-conforming demand for payment to the extent that you are entitled to do so. As
used in this Letter of Credit, “Business Day” shall mean any day other than a Saturday, Sunday,
or a day on which banking institutions in Minneapolis, MN are authorized or required to close.
Drafts hereunder honored by us shall not, in the aggregate, exceed the Stated Amount, as
the Stated Amount may have been reinstated by us as provided in the next paragraph. Subject to
the preceding sentence, each “A Drawing” and each “B Drawing” honored by the Bank
hereunder shall pro tanto reduce the Principal Component, and each “C Drawing” honored by
the Bank hereunder shall pro tanto reduce the Interest Component; any such reduction shall
result in a corresponding reduction in the Stated Amount, it being understood that after the
effectiveness of any such reduction you shall no longer have any right to make a drawing
hereunder in respect of the amount of such principal and/or interest on the Bonds or the payment
of Purchase Price corresponding thereto.
Upon release by us of any “Pledged Bonds” (as defined in the Indenture), the Principal
Component shall be reinstated automatically by the principal amount of such Pledged Bonds. In
addition, (a) except as provided in (b) for interest on Pledged Bonds, the Interest Component
shall be reinstated automatically and immediately upon payment of such “C Drawing”, and (b)
upon the release by us or on behalf of any Pledged Bonds, the Interest Component shall be
reinstated automatically by the amount of the “C Drawing” made to pay the portion of the
Purchase Price corresponding to interest on such Pledged Bonds; provided, however, that in no
event shall the Interest Component be reinstated to an amount in excess of 40 days’ interest (such
amount computed as set forth in the second succeeding paragraph) on the sum of the then
applicable Principal Component plus the aggregate principal amount of any Pledged Bonds. We
shall release Pledged Bonds by giving written notice to you, as Trustee, to the address above.
Only you or your successor as Trustee may make a drawing under this Letter of Credit.
Upon the payment to you or to your account of the amount demanded hereunder, we shall be
fully discharged on our obligation under this Letter of Credit with respect to such demand for
payment and we shall not thereafter be obligated to make any further payments under this Letter
of Credit in respect of such demand for payment to you or any other person who may have made
to you or makes to you a demand for payment of principal of, Purchase Price of, or interest on,
3
any Bond. By paying to you an amount demanded in accordance herewith, we make no
representation as to the correctness of the amount demanded.
This Letter of Credit applies only to the payment of principal or the portion of Purchase
Price of the Bonds corresponding to principal, and up to 40 days’ interest accruing on the Bonds
(computed at a rate of 12% per annum), from the Date of Issuance through the Termination Date
computed on the basis of actual days elapsed in a 365- or 366-day year, as the case may be,
during any Daily Period, Weekly Period or Commercial Paper Period, and does not apply to any
interest that may accrue thereon or any principal, premium or other amounts which may be
payable with respect to the Bonds subsequent to the expiration of this Letter of Credit.
This Letter of Credit shall automatically terminate and be delivered to us for cancellation
on the earliest of any of the following (the “Termination Date”): (a) at 5:00 p.m., Local Time, on
February ___, 2013 (such date as it may be automatically extended without amendment for a
period of one (1) year from the present or any future Stated Termination Date as provided above
in the second to last sentence of the first paragraph, being called the “Stated Termination Date”),
(b) the honoring by us of the final drawing available to be made hereunder, (c) our receipt of a
certificate from the Trustee signed by an Authorized Officer stating that the conditions precedent
to the acceptance of a Substitute Credit Facility (as defined in the Indenture) have been satisfied,
that the Trustee has accepted the Substitute Credit Facility and that the related tender of Bonds
(as defined in the Indenture) has been honored, and (d) receipt of a certificate signed by an
Authorized Officer stating that no Bonds remain Outstanding (as defined in the Indenture).
The Letter of Credit is transferable any number of times, but only in the amount of the
full unutilized balance hereof and not in part. Transfer may be made to any person or entity
whom you or any transferee hereunder designate as a successor trustee under the Indenture.
Transfer of the available Drawing under this Letter of Credit to such transferee shall be effected
by the presentation to us of this Letter of Credit accompanied by a request designating your
successor in the form of Annex D (Transfer Demand) attached hereto, with the signature of the
appropriate officer signing on your behalf authenticated by another one of your officers, and the
payment of $1,000 paid by Georgia-Pacific LLC as a transfer fee. Upon presentation and
payment, we shall forthwith effect a transfer of this Letter of Credit to your designated
transferee.
As used herein (a) “Authorized Officer” shall mean any person signing as one of your
Vice Presidents, Assistant Vice Presidents, Trust Officers or Assistant Trust Officers; and (b) all
other capitalized terms used herein and not otherwise defined shall have the respective meanings
assigned to such terms in the above-mentioned Indenture.
This Letter of Credit sets forth in full our undertaking, and such undertaking shall not in
any way be modified, amended, amplified or limited by reference to any document, instrument
or agreement referred to herein (including, without limitation, the Bonds), except only the
certificate(s) referred to herein; and any such reference shall not be deemed to incorporate herein
by reference any document, instrument or agreement except for such certificate(s).
4
This Letter of Credit shall be governed by and construed in accordance with the Uniform
Customs and Practice for Documentary Credits (2007 Revisions), International Chamber of
Commerce, Publication No. 600 (the “Uniform Customs”), and, to the extent not inconsistent
therewith, this Letter of Credit shall be governed by and construed in accordance with the laws
of the State of New York.
Pursuant to the laws of the United States, the Bank is required to obtain, verify and record
information that identifies parties to transactions with the Bank, including drawings you may
make hereunder, and the Bank is prohibited from transferring or effecting payment to any party
or entity (a) to which payment is identified as being prohibited by the United States Department
of Treasury or, (b) that is subject to the denial of export privileges by the United States
Department of Commerce.
U.S. BANK NATIONAL ASSOCIATION
DRAFT
__________________________________
AUTHORIZED SIGNATURE
DRAFT
_________________________________
AUTHORIZED SIGNATURE
5
EXHIBIT A
CERTIFICATE FOR “A DRAWING”
[Date]
U.S. Bank National Association
Mail Code BC-MN-H20G
800 Nicollet Mall
Minneapolis, MN 55402
Attention: Standby L/C Department
Re:
Irrevocable Letter of Credit No. [lc number]
The undersigned, a duly authorized officer of U.S. Bank National Association, as
successor to SunTrust Bank, as trustee (the “Trustee”), hereby certifies to U.S. Bank National
Association (the “Bank”) that:
(a)
the Bonds.
The undersigned is the Trustee under the Indenture for the holders of
(b)
The undersigned, in its capacity as Trustee, is making a drawing under the
above-referenced Letter of Credit in the amount of $___________ with respect to
payment of the portion of the purchase price of Bonds corresponding to the principal
amount thereof, which Bonds are to be purchased pursuant to Section [4.01] or [4.02] of
the Indenture.
(c)
The amount demanded hereby does not exceed the amount available on
the date hereof to be drawn under the above-referenced Letter of Credit in respect of the
portion of the Purchase Price of Bonds corresponding to the principal amount thereof.
(d)
The amount demanded hereby does not include any amount in respect of
the purchase of any Pledged Bonds.
(e)
Upon receipt by the undersigned of the amount demanded hereby, (i) the
undersigned will apply the same directly to the payment when due of the principal
amount owing on account of the purchase of Bonds pursuant to the Indenture and, upon
receipt of written request by the Bank, will cause the Trustee to deliver promptly to the
Bank Pledged Bonds in an aggregate principal amount equal to the amount demanded
hereby, (ii) no portion of said amount shall be applied by the undersigned for any other
purpose and (iii) no portion of said amount shall be commingled with other funds held by
the undersigned.
Any capitalized terms used herein and not otherwise defined shall have the respective
meanings assigned to such terms in the Indenture of Trust, dated as of June 1, 2004, between the
Issuer and the undersigned, as Trustee.
IN WITNESS WHEREOF, the Trustee has executed and delivered this Certificate as of
the ____ day of ___________, ____.
U.S. BANK NATIONAL ASSOCIATION,
as Trustee
By:
Title:
2
EXHIBIT B
CERTIFICATE FOR “B DRAWING”
[Date]
U.S. Bank National Association
[Mail Code BC-MN-H20G
800 Nicollet Mall
Minneapolis, MN 55402
Attention: Standby L/C Department
Re: Irrevocable Letter of Credit No. [lc number]
The undersigned, a duly authorized officer of U.S. Bank National Association, as
successor to SunTrust Bank, as trustee (the “Trustee”), hereby certifies to U.S. Bank National
Association (the “Bank”) that:
(a)
The undersigned is the Trustee under the Indenture for the holders of the
Bonds.
(b)
The undersigned, in its capacity as Trustee, is making a drawing under the
above-referenced Letter of Credit in the amount of $____________ with respect to the
payment of principal of the Bonds, which amount has, or will, on the Business Day
immediately following the date hereof, become due and payable pursuant to the
Indenture, upon maturity or as a result of acceleration or redemption of the Bonds.
(c)
The amount demanded hereby does not include any amount in respect of
the principal amount of any Pledged Bonds.
(d)
The amount demanded hereby, together with the aggregate of all prior
payments made pursuant to “B Drawings” under the above-referenced Letter of Credit,
does not exceed $________.
(e)
The amount demanded hereby does not exceed the amount available on
the date hereof to be drawn under the above-referenced Letter of Credit in respect of the
principal of the Bonds.
(f)
Upon receipt by the undersigned of the amount demanded hereby, (i) the
undersigned will apply the same directly to the payment when due of the principal
amount owing on account of the Bonds pursuant to the Indenture, (ii) no portion of said
amount shall be applied by the undersigned for any other purpose and (iii) no portion of
said amount shall be commingled with other funds held by the undersigned.
Any capitalized terms used herein and not otherwise defined shall have the respective
meanings assigned to such terms in the Indenture of Trust, dated as of June 1, 2004, between the
Issuer and the undersigned, as Trustee.
IN WITNESS WHEREOF, the Trustee has executed and delivered this Certificate as of
the ______ day of _________, ____.
U.S. BANK NATIONAL ASSOCIATION,
as Trustee
By:
Title:
2
EXHIBIT C
CERTIFICATE FOR “C DRAWING”
[Date]
U.S. Bank National Association
Mail Code BC-MN-H20G
800 Nicollet Mall
Minneapolis, MN 55402
Attention: Standby L/C Department
Re: Irrevocable Letter of Credit No. [lc number]
The undersigned, a duly authorized officer of U.S. Bank National Association, as
successor to SunTrust Bank, as trustee (the “Trustee”), hereby certifies to U.S. Bank National
Association (the “Bank”) that:
(a)
The undersigned is the Trustee under the Indenture for the holders of the
Bonds.
(b)
The undersigned, in its capacity as Trustee, is making a drawing under the
above-referenced Letter of Credit in the amount of $___________ with respect to
payment of [the portion of the purchase price of $___________ of the Bonds
corresponding to the accrued interest thereon, which Bonds are to be purchased pursuant
to Sections 4.01 and 4.02 of the Indenture] [interest on the Bonds, which amount has
accrued and become due and payable pursuant to the Indenture, upon a stated interest
payment date or as a result of acceleration or redemption of the Bonds].
(c)
The amount demanded hereby does not exceed the amount available on
the date hereof to be drawn under the above-referenced Letter of Credit in respect of
interest on the Bonds.
(d)
The amount demanded hereby does not include any amount in respect of
the interest on any Pledged Bonds.
(e)
Upon receipt by the undersigned of the amount demanded hereby, (i) the
undersigned will apply the same directly to the payment when due of the [interest owing
on account of the Bonds pursuant to the Indenture] [portion of the Purchase Price of
Bonds pursuant to Sections 4.01 and 4.02 of the Indenture corresponding to accrued
interest thereon], (ii) no portion of said amount shall be applied by the undersigned for
any other purpose and (iii) no portion of said amount shall be commingled with other
funds held by the undersigned.
Any capitalized terms used herein and not otherwise defined shall have the respective
meanings assigned to such terms in the Indenture of Trust, dated as of June 1, 2004, between the
Issuer and the undersigned, as Trustee.
IN WITNESS WHEREOF, the Trustee has executed and delivered this Certificate as of
the ______ day of ____________, ____.
U.S. BANK NATIONAL ASSOCIATION,
as Trustee
By:
Title:
EXHIBIT D
[Letterhead of Beneficiary]
TRANSFER DEMAND CERTIFICATE
U.S. Bank National Association
Mail Code BC-MN-H20G
800 Nicollet Mall
Minneapolis, MN 55402
Attention: Standby L/C Department
Re:
Transfer of Irrevocable Letter of Credit
Ladies and Gentlemen:
We refer to your Irrevocable Letter of Credit No. [lc number] (the “Letter of Credit”).
For value received, the undersigned beneficiary of the Letter of Credit (the “Transferor”)
hereby irrevocably transfers to:
[Name of Transferee and Address]
(the “Transferee”) all rights of the Transferor with respect to the above-referenced Letter of
Credit, including the right to draw under said Letter of Credit in the amount of the full unutilized
balance thereof. Said Transferee has succeeded the Transferor as Trustee under that certain
Indenture, dated as June 1, 2004, the (“Indenture”), between the Trustee and the Industrial
Development Board of the Parish of East Baton Rouge, Louisiana, Inc. (the “Issuer”), pursuant
to which $14,200,000 in the aggregate principal amount of the Issuer’s Solid Waste Disposal
Revenue Bonds (Georgia-Pacific Corporation Project), Series 2004 (the “Bonds”) were issued.
By virtue of this transfer, the Transferee shall have the sole rights as beneficiary of said
Letter of Credit, including sole rights relating to any past or future amendments thereof, whether
increases or extensions or otherwise. All amendments are to be advised directly to the
Transferee without necessity of any consent of or notice to the Transferor.
By its signature below, the Transferee acknowledges that it has duly succeeded the
Transferor as Trustee under the Indenture, and agrees to be bound by the terms of the Indenture
as if it were the original Trustee thereunder.
The Letter of Credit is returned herewith, and we ask you to endorse the transfer on the
reverse thereof and to forward it directly to the Transferee with your customary notice of
transfer. Also, please find enclosed our payment of $________ paid by the Company as a
transfer fee in accordance with the Letter of Credit.
IN WITNESS WHEREOF, the Transferor has executed and delivered this Transfer
Demand Certificate as of the _____ day of _______________, 20__.
[Name of Transferor], as Trustee under the
Indenture referred to in the Letter of Credit
By:
Name:
Title:
Signature of the above party duly
authorized to act on behalf of
[name of Transferor]
authenticated by:
By:
Name:
Title:
Acknowledged by
[name of Transferee]
as Transferee and successor Trustee
By:
Name:
Title:
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APPENDIX C
FORM OF BOND COUNSEL OPINION
1180 Peachtree Street, NE
Atlanta, Georgia 30309-3521
Main: 404/572-4600
Fax: 404/572-5100
March 7, 2012
Georgia-Pacific LLC
Atlanta, Georgia
U.S. Bank National Association,
successor to SunTrust Bank, as trustee
Atlanta, Georgia
U.S. Bank National Association
Portland, Oregon
Re:
$14,200,000 Industrial Development Board of the Parish of East Baton Rouge,
Louisiana, Inc. Solid Waste Disposal Revenue Bonds (Georgia-Pacific
Corporation Project), Series 2004
To the Addressees:
We have acted as bond counsel in connection with the delivery of a Substitute Credit
Facility relating to the $14,200,000 in aggregate principal amount of Industrial Development
Board of the Parish of East Baton Rouge, Louisiana, Inc. Solid Waste Disposal Revenue Bonds
(Georgia-Pacific Corporation Project), Series 2004 (the “Bonds”). The Bonds were issued under
an Indenture of Trust, dated as of June 1, 2004 (the “Indenture”), between the Industrial
Development Board of the Parish of East Baton Rouge, Louisiana, Inc. (the “Issuer”) and U.S.
Bank National Association, successor to SunTrust Bank, as trustee (the “Trustee”), and are
presently secured by a letter of credit issued by BNP Paribas, New York Branch (the “Current
Letter of Credit”) in favor of the Trustee. The Bonds were issued to finance or refinance, in
whole or in part, the costs of the acquisition, construction and equipping of a certain industrial
solid waste disposal landfill on a tract of land, together with related real and personal property
for use in the collection, storage, treatment, utilization, processing or final disposal of solid waste
(the “Project”) owned by Georgia-Pacific LLC, f/k/a Georgia-Pacific Corporation (“GeorgiaPacific”). The proceeds of the sale of the Bonds were loaned to Georgia-Pacific, pursuant to an
Installment Agreement, dated as of June 1, 2004 (the “Installment Agreement”), between the
Issuer and Georgia-Pacific, to finance the Project.
C-1
Under the terms of the Installment Agreement, Georgia-Pacific may elect to replace any
Credit Facility with a Substitute Credit Facility. We have been informed by Georgia-Pacific that
an Irrevocable Letter of Credit dated March 7, 2012 (the “Substitute Credit Facility”) will be
issued by U.S. Bank National Association (the “Alternate Credit Bank”), in favor of the Trustee,
in substitution for the Current Letter of Credit. The Substitute Credit Facility is being issued in
the stated amount of $______, of which $14,200,000 may be drawn upon with respect to the
payment of the principal of, or the principal component of the purchase price of, the Bonds, and
$______ may be drawn upon with respect to the payment of up to 40 days’ interest on, or the
interest component of the purchase price of, the Bonds, calculated at the rate of 12% per annum
(based on a 365-day year). The Substitute Credit Facility will be effective on March 7, 2012. In
connection with the delivery of the Substitute Credit Facility, we have been asked to render this
opinion required under Section 4.04 of the Installment Agreement.
In rendering this opinion, we have examined the Indenture, the Installment Agreement
and the Substitute Credit Facility. We have also examined such other papers as we have deemed
necessary to render this opinion. In all such examinations, we have assumed the genuineness of
signatures on original documents and the conformity to original documents of all copies
submitted to us as certified, conformed or photographic copies, and as to certificates of public
officials, we have assumed the same to have been properly given and to be accurate.
We have not been engaged, nor have we undertaken, any investigation as to the use of the
proceeds of the Bonds or the continuing exclusion of interest on the Bonds from gross income
for federal income tax purposes since the date of issuance of the Bonds, and we express no
opinion with respect thereto except as expressly provided herein. We express no opinion herein
with respect to any governmental approvals, consents or authorizations required in connection
with the original or any subsequent purchase or sale of the Bonds, including, but not limited to,
any approvals, consents or authorizations as may have been or as may be required under the
securities or blue-sky laws of the United States of America or of any state. We express no
opinion as to the validity or enforceability of the Substitute Credit Facility or as to whether any
registration of the Substitute Credit Facility or the Bonds is required under any applicable federal
or state securities laws, rulings or regulations. We have not undertaken any investigation as to
the enforceability of the Indenture or the Installment Agreement against the parties thereto, or the
compliance by Georgia-Pacific with the terms and provisions of the Installment Agreement or
any other document executed in connection with the issuance of the Bonds. We express no
opinion herein as to the accuracy, completeness or sufficiency of any disclosure material relating
to the Bonds or as to the sale or remarketing thereof.
Based upon our examination, we are of the opinion that as of this date and under existing
law, the delivery of the Substitute Credit Facility will not, in and of itself, adversely affect the
exclusion from gross income of interest on the Bonds for federal income tax purposes. For the
purposes of this opinion, we have assumed that immediately prior to the delivery of the
Substitute Credit Facility, the interest on the Bonds is excluded from gross income of the owners
of the Bonds for federal income tax purposes.
C-2
This letter is furnished by us for the sole benefit of the Trustee, Georgia-Pacific and the
Alternate Credit Bank, and no other person or entity shall be entitled to rely upon this opinion or
to quote this opinion in whole or in part without our express written consent in each instance.
Very truly yours,
KING & SPALDING LLP
By:____________________________
A Partner
C-3
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APPENDIX D
OFFICIAL STATEMENT, DATED JUNE 28, 2004
D-1
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