WILLAMETTE INDUSTRIES, INC.
9% NOTE DUE OCTOBER 1, 2021
WILLAMETTE INDUSTRIES, INC., an Oregon corporation (herein
called "Company," which term includes any successor corporation under the
Indenture referred to on the reverse hereof), for value received hereby promises
to pay to: ___________________ _______________________________________, or
registered assigns, the principal sum of ________________ Dollars, on October 1,
2021, and to pay interest thereon from October 1, 1991, or from the most recent
Interest Payment Date to which interest has been paid or duly provided for
semiannually on April 1 and October 1 in each year commencing April 1, 1992, at
the rate of 9% 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 the Debenture (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 March 15 or September 15 (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 Debenture (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 Holder of this Debenture 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 Debentures 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 the Debenture 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
Debenture set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
Unless the certificate of authentication hereon has been
manually executed by the Trustee or Authenticating Agent referred to in said
Indenture, this Debenture 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 Debenture to
be duly executed under its corporate seal.
- 1 -
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.
By
Chairman of the Board and Chief
Executive Officer
Attest:
Secretary
- 2 -
This Debenture 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 Debenture is one of the series of
the Securities designated as the 9% Debentures due October 1, 2021 (herein
called the "Debentures"), limited in aggregate principal amount to $150,000,000.
The Debentures may not be redeemed prior to Stated Maturity.
If an Event of Default with respect to the Debentures shall
occur and be continuing, the principal of all the Debentures 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 Debenture shall be conclusive and binding upon such Holder and
upon all future Holders of this Debenture and of any Debenture 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 Debenture.
No reference herein to the Indenture and no provision of this
Debenture 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 Debenture 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 Debenture is registrable in
the Security Register upon surrender of this Debenture for registration of
transfer at the office or agency of the Company in any place where the principal
of and interest on this Debenture 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 Debentures of authorized
denominations and for the same aggregate principal amount will be issued to the
designated transferee or transferees.
- 3 -
The Debentures are issuable only in registered form without
coupons in denominations of $1,000 and any integral multiple thereof. As
provided in the Indenture and subject to certain limitations therein set forth,
the Debentures are exchangeable for a like aggregate principal amount of
Debentures 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 Debenture 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 Debenture is registered as the owner
hereof for all purposes, whether or not this Debenture 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 Debenture 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:
-----------------------------------------------------------------------
--------------------------------------------------------------------------------
(Please print or typewrite name and address, including zip code of assignee)
--------------------------------------------------------------------------------
the within Note and all rights thereunder, hereby irrevocably constituting and
appointing attorney.
--------------------------------------------------------------------------------
to transfer said Note on the books of the Company, with full power of
substitution in the premises.
Dated:
--------------------------------------------------------------------------
-------------------------------------------------------
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.
- 2 -
