Exhibit 4.1
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6.75% NOTES DUE 2011
SUPPLEMENTAL INDENTURE
between
INTERNATIONAL PAPER COMPANY
and
THE BANK OF NEW YORK
Dated as of August 27, 2001
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TABLE OF CONTENTS
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PAGE
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ARTICLE 1 DEFINITIONS
SECTION 1.01. Definition of Terms..............................................................2
ARTICLE 2 GENERAL TERMS AND CONDITIONS OF THE NOTES
SECTION 2.01. Designation and Principal Amount.................................................3
SECTION 2.02. Maturity.........................................................................3
SECTION 2.03. Form; Denomination...............................................................3
SECTION 2.04. Legend...........................................................................4
SECTION 2.05. Special Transfer Provisions......................................................4
SECTION 2.06. Interest.........................................................................5
ARTICLE 3 REDEMPTION OF THE NOTES
SECTION 3.01. Optional Redemption by Company...................................................6
SECTION 3.02. No Sinking Fund..................................................................8
ARTICLE 4 MODIFICATION
SECTION 4.01. Modification of Indenture and Supplemental Indenture.............................8
ARTICLE 5 FORM OF NOTE
SECTION 5.01. Form of Note.....................................................................9
ARTICLE 6 ORIGINAL ISSUE OF NOTES
SECTION 6.01. Original Issue of Notes; Further Issuances......................................18
ARTICLE 7 MISCELLANEOUS
SECTION 7.01. Ratification of Indenture.......................................................18
SECTION 7.02. Trustee Not Responsible for Recitals............................................18
SECTION 7.03. Governing Law...................................................................18
SECTION 7.04. Separability....................................................................18
SECTION 7.05. Counterparts....................................................................19
SUPPLEMENTAL INDENTURE, dated as of August 27, 2001 (the "Supplemental
Indenture"), between International Paper Company, a New York corporation (the
"Company"), and The Bank of New York, as trustee (the "Trustee") under the
Indenture, dated as of April 12, 1999, between the Company and the Trustee (the
"Indenture").
WHEREAS, the Company executed and delivered the Indenture to the
Trustee to provide, among other things, for the future issuance of the Company's
unsecured Securities to be issued from time to time in one or more series as
might be determined by the Company under the Indenture, in an unlimited
aggregate principal amount which may be authenticated and delivered as provided
in the Indenture;
WHEREAS, Section 9.1 of the Indenture provides for various matters with
respect to any series of Securities issued under the Indenture to be established
in an indenture supplemental to the Indenture;
WHEREAS, Section 9.1(7) of the Indenture provides for the Company and
the Trustee to enter into an indenture supplemental to the Indenture to
establish the form or terms of Securities of any series as provided by Sections
2.1 and 3.1 of the Indenture;
WHEREAS, the Board of Directors of the Company has duly adopted
resolutions authorizing the Company to execute and deliver this Supplemental
Indenture;
WHEREAS, pursuant to the terms of the Indenture, the Company desires to
provide for the establishment of a new series of its Securities to be known as
its 6.75% Notes due 2011 (the "Notes"), the form and substance of such Notes and
the terms, provisions and conditions thereof to be set forth as provided in the
Indenture, and this Supplemental Indenture;
WHEREAS, the Company has requested that the Trustee execute and deliver
this Supplemental Indenture and all requirements necessary to make (i) this
Supplemental Indenture a valid instrument in accordance with its terms, and (ii)
the Notes, when executed by the Company and authenticated and delivered by the
Trustee, the valid obligations of the Company, have been performed, and the
execution and delivery of this Supplemental Indenture has been duly authorized
in all respects:
NOW THEREFORE, in consideration of the purchase and acceptance of the
Notes by the Holders thereof, and for the purpose of setting forth, as provided
in the Indenture, the form and substance of the Notes and the terms, provisions
and conditions thereof, the Company covenants and agrees with the Trustee as
follows:
ARTICLE 1
DEFINITIONS
SECTION 1.01. Definition of Terms.
Unless the context otherwise requires:
(a) a term defined in the Indenture has the same meaning when used in
this Supplemental Indenture unless the definition of such term is amended and
supplemented pursuant to this Supplemental Indenture;
(b) a term defined anywhere in this Supplemental Indenture has the same
meaning throughout;
(c) the singular includes the plural and vice versa;
(d) a reference to a Section or Article is to a Section or Article of
this Supplemental Indenture;
(e) headings are for convenience of reference only and do not affect
interpretation;
(f) the following terms have the meanings given to them in this Section
1.01(f):
"Business Day" shall have the meaning set forth in Section 3.01(b).
"Comparable Treasury Issue" shall have the meaning set forth in Section
3.01(b).
"Comparable Treasury Price" shall have the meaning set forth in Section
3.01(b).
"Global Note" shall have the meaning set forth in Section 2.03(a).
"Independent Investment Banker" shall have the meaning set forth in
Section 3.01(b).
"Notes" shall have the meaning set forth in the recitals above.
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"Reference Treasury Dealer" shall have the meaning set forth in Section
3.01(b).
"Reference Treasury Dealer Quotations" shall have the meaning set forth
in Section 3.01(b).
"Remaining Life" shall have the meaning set forth in Section 3.01(b).
"Securities Act" means the Securities Act of 1933, as amended.
"Stated Maturity Date" has the meaning set forth in Section 2.02.
"Treasury Rate" shall have the meaning set forth in Section 3.01(b).
ARTICLE 2
GENERAL TERMS AND CONDITIONS OF THE NOTES
SECTION 2.01. Designation and Principal Amount.
There is hereby authorized a series of Securities designated the "6.75%
Notes due 2011" initially offered in aggregate principal amount of
$1,000,000,000 which amount shall be as set forth in any written order of the
Company for the authentication and delivery of the Notes pursuant to Section 3.3
of the Indenture.
SECTION 2.02. Maturity.
(a) The Notes will mature on September 1, 2011 (the "Stated Maturity
Date").
SECTION 2.03. Form; Denomination.
(a) The Notes shall be issued initially in the form of one or more
permanent Global Notes in registered form, substantially in the form herein
below recited (each and collectively, the "Global Note"), deposited with the
Trustee, as custodian for the Depository, duly executed by the Company and
authenticated by the Trustee as herein provided.
The aggregate principal amount of the Global Note may from time to time
be increased or decreased by adjustments made on the records of the Trustee, as
custodian for the Depository or its nominee, as hereinafter provided.
(b) The Notes shall be issuable in denominations provided for in the
form of Note recited below. The Notes shall be numbered, lettered, or otherwise
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distinguished in such manner or in accordance with such plans as the officers of
the Company executing the same may determine with the approval of the Trustee.
SECTION 2.04. Legend. Each Global Note shall bear the following legend
on the face thereof:
UNLESS THIS GLOBAL NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), NEW YORK, NEW
YORK, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR
PAYMENT, AND ANY GLOBAL NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR
SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY
PAYMENT IS MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED
OWNER HEREOF, CEDE& CO., HAS AN INTEREST HEREIN.
TRANSFERS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS IN WHOLE,
BUT NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH
SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL NOTE SHALL BE
LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE
INDENTURE REFERRED TO ON THE REVERSE HEREOF.
SECTION 2.05. Special Transfer Provisions. (a) A Global Note may be
transferred, in whole but not in part, only to another nominee of the
Depository, or to a successor Depository selected or approved by the Company or
to a nominee of such successor Depository.
(b) If at any time the Depository notifies the Company that it is
unwilling or unable to continue as Depository or if at any time the Depository
for such series shall no longer be registered or in good standing under the
Securities Exchange Act of 1934, as amended, or other applicable statute or
regulation, and a successor Depository for such series is not appointed by the
Company within 90 days after the Company receives such notice or becomes aware
of such condition, as the case may be, the Company will execute, and, subject to
Article III of the Indenture, the Trustee, upon written notice from the Company,
will authenticate and make available for delivery the Notes in definitive
registered form without coupons, in authorized denominations, and in an
aggregate principal amount equal to the principal amount of the Global Note in
exchange for the Global Note. In addition, the Company may at any time determine
that the Notes shall no longer be
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represented by a Global Note. In such event the Company will execute, and
subject to Section 3.5 of the Indenture, the Trustee, upon receipt of an
Officers' Certificate evidencing such determination by the Company, will
authenticate and deliver the Notes in definitive registered form without
coupons, in authorized denominations, and in an aggregate principal amount equal
to the principal amount of the Global Note in exchange for the Global Note. Upon
the exchange of the Global Note for such Notes in definitive registered form
without coupons, in authorized denominations, the Global Note shall be cancelled
by the Trustee. Such Notes in definitive registered form issued in exchange for
the Global Note shall be registered in such names and in such authorized
denominations as the Depositary, pursuant to instructions from its direct or
indirect participants or otherwise, shall instruct the Trustee. The Trustee
shall deliver such Notes to the Depositary for delivery to the Persons in whose
names such Notes are so registered.
SECTION 2.06. Interest.
(a) Each Note will bear interest at the rate of 6.75% per annum (the
"Coupon Rate") from the original date of issuance until the principal thereof
becomes due and payable, and on any overdue principal and (to the extent that
payment of such interest is enforceable under applicable law) on any overdue
installment of interest at the Coupon Rate, compounded semi-annually, payable
semi-annually in arrears on March 1 and September 1 of each year (each, an
"Interest Payment Date") commencing on March 1, 2002, to the Person in whose
name such Note or any predecessor Note is registered, at the close of business
on the regular record date for such interest installment, which shall be the
close of business on the February 15 or August 15 (whether or not a Business
Day), as the case may be, immediately preceding such Interest Payment Date.
(b) The amount of interest payable for any period less than a full
interest period will be computed on the basis of a 360-day year of twelve 30-day
months and the actual days elapsed in a partial month in such period. In the
event that any date on which interest is payable on the Notes is not a Business
Day, then payment of the interest payable on such date will be made on the next
succeeding day which is a Business Day (and without any interest or other
payment in respect of any such delay) with the same force and effect as if made
on the date such payment was originally payable, except that, if such Business
Day is in the next succeeding calendar year, such payment shall be made on the
immediately preceding Business Day, in each case with the same force and effect
as if made on such date.
(c) Accrued interest that is not paid on the applicable Interest
Payment Date will bear additional interest on the amount thereof at the Coupon
Rate, compounded semi-annually and computed on the basis of a 360-day year of
twelve 30-day months and the actual days elapsed in a partial month in such
period. The
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amount of additional interest payable for any full interest period will be
computed by dividing the Coupon Rate by two.
ARTICLE 3
REDEMPTION OF THE NOTES
SECTION 3.01. Optional Redemption by Company.
(a) Subject to the provisions of Section 3.01(b) and to the provisions
of Article XI of the Indenture, except as otherwise may be specified in this
Supplemental Indenture, the Company shall have the right to redeem the Notes, in
whole or in part, at any time or from time to time, at a redemption price (the
"Optional Redemption Price") equal to the greater of:
(i) 100% of the principal amount plus accrued and unpaid
interest to the Redemption Date; or
(ii) the sum of the present values of the remaining scheduled
payments of principal and interest (exclusive of interest accrued to
the Redemption Date) discounted to the Redemption Date on a semi-annual
basis (assuming a 360-day year consisting of twelve 30-day months at
the Treasury Rate plus 30 basis points plus accrued interest on the
principal amount being redeemed to the Redemption Date.
Any redemption pursuant to the preceding paragraph will be made upon
not less than 30 nor more than 60 days' prior notice before the Redemption Date
to each Holder of the Notes, at the Optional Redemption Price. If the Notes are
only partially redeemed pursuant to this Section 3.01(a), the Notes will be
redeemed pro rata or by lot or by any other method utilized by the Trustee;
provided, that if at the time of redemption the Notes are registered as a Global
Note, the Depositary shall determine, in accordance with its procedures, the
principal amount of such Notes held by each Holder of Notes to be redeemed. The
Optional Redemption Price shall be paid prior to 12:00 noon, New York time, on
the date of such redemption or at such earlier time as the Company determines
provided that the Company shall deposit with the Trustee an amount sufficient to
pay the Optional Redemption Price by 10:00 a.m., New York time, on the date
such Optional Redemption Price is to be paid.
(b) The following terms have the meanings given to them in this Section
3.01(b).
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"Business Day" means any calendar day that is not a Saturday, Sunday or
legal holiday in New York, New York and on which commercial banks are open for
business in New York, New York.
"Comparable Treasury Issue" means the United States Treasury security
selected by an Independent Investment Banker as having a maturity comparable to
the remaining term ("Remaining Life") of the Notes to be redeemed that would be
utilized, at the time of selection and in accordance with customary financial
practice, in pricing new issues of corporate debt securities of comparable
maturity to the remaining term of the Notes.
"Comparable Treasury Price" means, with respect to any Redemption Date,
(A) the average of four Reference Treasury Dealer Quotations for such Redemption
Date, after excluding the highest and lowest such Reference Treasury Dealer
Quotations, or (B) if the Independent Investment Banker obtains fewer than four
such Reference Treasury Dealer Quotations, the average of all such Quotations.
"Independent Investment Banker" means either one of the Reference
Treasury Dealers or an independent investment banking institution of national
standing appointed by the Company.
"Reference Treasury Dealer" means (i) each of ▇▇▇▇▇▇▇ Lynch, Pierce,
▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated, ▇▇▇▇▇▇▇ ▇▇▇▇▇ Barney Inc., Banc of America
Securities LLC and Deutsche Banc Alex. ▇▇▇▇▇, Inc. and their respective
successors, provided, however, that if any of the foregoing shall cease to be a
primary U.S. Government securities dealer in New York City (a "Primary Treasury
Dealer"), we will substitute therefor another Primary Treasury Dealer and (ii)
any other Primary Treasury Dealer selected by the Company.
"Reference Treasury Dealer Quotations" means, with respect to the
Reference Treasury Dealer and any Redemption Date, the average, as determined by
the Independent Investment Banker, of the bid and asked prices for the
Comparable Treasury Issue (expressed in each case as a percentage of its
principal amount) quoted in writing to the Independent Investment Banker by the
Reference Treasury Dealer at 5:00 p.m. on the third Business Day preceding such
Redemption Date.
"Treasury Rate" means, with respect to any Redemption Date, (i) the
yield, under the heading which represents the average for the immediately
preceding week, appearing in the most recently published statistical release
designated "H.15 (519)" or any successor publication which is published weekly
by the Board of
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Governors of the Federal Reserve System and which establishes yields on actively
traded United States Treasury securities adjusted to constant maturity under the
caption "Treasury Constant Maturities," for the maturity corresponding to the
Comparable Treasury Issue (if no maturity is within three months before or after
the Remaining Life, yields for the two published maturities most closely
corresponding to the Comparable Treasury Issue shall be determined and the
Treasury Rate shall be interpolated or extrapolated from such yields on a
straight line basis, rounding to the nearest month) or (ii) if such release (or
any successor release) is not published during the week preceding the
calculation date or does not contain such yields, the rate per annum equal to
the semiannual equivalent yield to maturity of the Comparable Treasury Issue,
calculated using a price for the Comparable Treasury Issue (expressed as a
percentage of its principal amount) equal to the Comparable Treasury Price for
such Redemption Date. The Treasury Rate shall be calculated on the third
Business Day preceding the Redemption Date.
SECTION 3.02. No Sinking Fund.
The Notes are not entitled to the benefit of any sinking fund.
ARTICLE 4
MODIFICATION
SECTION 4.01. Modification of Indenture and Supplemental Indenture.
Section 9.2 of the Indenture, as it relates to this series of Notes, is
hereby modified so that the reference to "not less than 66-2/3%" shall read "not
less than a majority", except that in the case of increasing (or reopening) the
principal amount, no consent of Holders will be required.
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ARTICLE 5
FORM OF NOTE
SECTION 5.01. Form of Note.
The Notes and the Trustee's Certificate of Authentication to be
endorsed thereon are to be substantially in the following forms:
(FORM OF FACE OF NOTE)
[IF THE NOTE IS TO BE A GLOBAL NOTE, INSERT - UNLESS THIS GLOBAL NOTE
IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A
NEW YORK CORPORATION ("DTC"), NEW YORK, NEW YORK, TO THE COMPANY OR ITS AGENT
FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY GLOBAL NOTE ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO., OR TO
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.
TRANSFERS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS IN WHOLE,
BUT NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH
SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL NOTE SHALL BE
LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE
INDENTURE REFERRED TO ON THE REVERSE HEREOF.]
No.________________________ CUSIP No. o
INTERNATIONAL PAPER COMPANY
6.75% NOTES DUE 2011
INTERNATIONAL PAPER COMPANY, a New York corporation (the "Company",
which term includes any successor corporation under the Indenture hereinafter
referred to), for value received, hereby promises to pay to CEDE & Co. or
registered assigns, the principal sum of___________ Dollars ($___________ ) on
September 1, 2011, and to pay interest on said principal sum from the date of
original issuance, or from the most recent interest payment date to which
interest has been paid or duly provided for, semi-annually in arrears on March 1
and September 1 of each year (each such date, an "Interest Payment Date")
commencing March 1, 2002, at the rate of 6.75% per annum until the principal
hereof shall have become due and payable, and on any overdue principal and
premium, if any, and (without duplication and to the extent that payment of such
interest is enforceable under applicable law) on any overdue installment of
interest at the same rate per annum compounded semi-annually. The amount of
interest
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payable for any period less than a full interest period will be computed on the
basis of a 360-day year of twelve 30-day months and the actual days elapsed in a
partial month in such period. In the event that any date on which interest is
payable on the Notes is not a Business Day, then payment of the interest payable
on such date will be made on the next succeeding day which is a Business Day
(and without any interest or other payment in respect of any such delay) with
the same force and effect as if made on the date such payment was originally
payable, except that, if such Business Day is in the next succeeding calendar
year, such payment shall be made on the immediately preceding Business Day, in
each case with the same force and effect as if made on such date. The interest
installment so payable, and punctually paid or duly provided for, on any
Interest Payment Date will, as provided in the Indenture, be paid to the person
in whose name this Note (or one or more Predecessor Securities, as defined in
said Indenture) is registered at the close of business on the regular record
date for such interest installment, which shall be the close of business on the
February 15 or August 15 (whether or not a Business Day), as the case may be,
immediately preceding such Interest Payment Date. Any such interest installment
not punctually paid or duly provided for shall forthwith cease to be payable to
the registered Holders on such regular record date and may be paid to the Person
in whose name this Note (or one or more Predecessor Securities) is registered at
the close of business on a special record date to be fixed by the Trustee for
the payment of such defaulted interest, notice whereof shall be given to the
registered Holders of this series of Notes not less than 10 days prior to such
special record date, or may be paid at any time in any other lawful manner not
inconsistent with the requirements of any securities exchange on which the Notes
may be listed, and upon such notice as may be required by such exchange, all as
more fully provided in the Indenture. The principal of (and premium, if any) and
the interest on this Note shall be payable at the office or agency of the
Trustee maintained for that purpose in any coin or currency of the United States
of America that at the time of payment is legal tender for payment of public and
private debts.
Accrued interest that is not paid on the applicable Interest Payment
Date will bear additional interest on the amount thereof at the Coupon Rate,
compounded semi-annually and computed on the basis of a 360-day year of twelve
30-day months and the actual days elapsed in a partial month in such period.
This Note shall not be entitled to any benefit under the Indenture
hereinafter referred to, be valid or become obligatory for any purpose until the
Certificate of Authentication hereon shall have been signed by or on behalf of
the Trustee.
The provisions of this Note are continued on the reverse side hereof
and such continued provisions shall for all purposes have the same effect as
though fully set forth at this place.
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IN WITNESS WHEREOF, the Company has caused this instrument to be
executed on this __ day of ___________.
INTERNATIONAL PAPER COMPANY
By:.................................
Name:
Title:
Attest:
By:.....................................
Name:
Title:
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(FORM OF CERTIFICATE OF AUTHENTICATION)
CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the series designated herein referred
to in the within-mentioned Indenture.
Dated_____________________
The Bank of New York,
as Trustee
By:________________________ Authorized Signatory
(FORM OF REVERSE OF NOTE)
This Note is one of a duly authorized series of Notes of the Company
(herein sometimes referred to as the "Notes"), specified in the Indenture, all
issued or to be issued in one or more series under and pursuant to an Indenture
dated as of April 12, 1999, duly executed and delivered between the Company and
The Bank of New York as Trustee (the "Trustee"), as supplemented by the
Supplemental Indenture dated as of August 27, 2001, between the Company and the
Trustee (the Indenture, as so supplemented, the "Indenture"), to which Indenture
and all Indentures supplemental thereto reference is hereby made for a
description of the rights, limitations of rights, obligations, duties and
immunities thereunder of the Trustee, the Company and the Holders of the Notes.
By the terms of the Indenture, the Notes are issuable in series that may vary as
to amount, date of maturity, rate of interest and in other respects as provided
in the Indenture. This series of Notes is initially offered in aggregate
principal amount as specified in said Supplemental Indenture.
The Company shall have the right to redeem this Note at the option of
the Company, without premium or penalty, in whole or in part (an "Optional
Redemption"), at a redemption price (the "Optional Redemption Price") equal to
the greater of:
(i) 100% of the principal amount plus accrued and unpaid interest to
the Redemption Date; or
(ii) the sum of the present values of the remaining scheduled payments
of principal and interest (exclusive of interest accrued to the Redemption Date)
discounted to the Redemption Date on a semi-annual basis (assuming a 360-day
year consisting of twelve 30-day months) at the Treasury Rate plus 30 basis
points plus accrued interest on the principal amount being redeemed to the
Redemption Date.
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Any redemption pursuant to the preceding paragraph will be made upon
not less than 30 nor more than 60 days prior notice before the Redemption Date
to the Holders, at the Optional Redemption Price. If the Notes are only
partially redeemed by the Company pursuant to an Optional Redemption, the Notes
will be redeemed pro rata or by lot or by any other method utilized by the
Trustee; provided that if at the time of redemption the Notes are registered as
a Global Note, the Depositary shall determine, in accordance with its
procedures, the principal amount of such Notes held by each Holder of Notes to
be redeemed.
In the event of redemption of this Note in part only, a new Note or
Notes of this series for the unredeemed portion hereof shall be issued in the
name of the Holder hereof upon the cancellation hereof.
In case an Event of Default, as defined in the Indenture, shall have
occurred and be continuing, the principal of all of the Notes may be declared,
and upon such declaration shall become, due and payable, in the manner, with the
effect and subject to the conditions provided in the Indenture.
The Indenture contains provisions permitting the Company and the
Trustee, with the consent of the Holders of not less than a majority in
aggregate principal amount of the Notes of each series affected at the time
outstanding, as defined in the Indenture, to execute supplemental indentures for
the purpose of adding any provisions to or changing in any manner or eliminating
any of the provisions of the indenture or of any supplemental indenture or of
modifying in any manner the rights of the Holders of the Notes; provided,
however, that no such supplemental indenture shall (i) extend the fixed maturity
of any Notes of any series, or reduce the principal amount thereof, or reduce
the rate or extend the time of payment of interest thereon, or reduce any
premium payable upon the redemption thereof, without the consent of the Holder
of each Note so affected, or (ii) reduce the aforesaid percentage of Notes, the
Holders of which are required to consent to any such supplemental indenture,
without the consent of the Holders of each Note then outstanding and affected
thereby. The Indenture also contains provisions permitting the Holders of a
majority in aggregate principal amount of the Notes of any series at the time
outstanding affected thereby, on behalf of all of the Holders of the Notes of
such series, to waive any past default in the performance of any of the
covenants contained in the Indenture, or established pursuant to the Indenture
with respect to such series, and its consequences, except a default in the
payment of the principal of or premium, if any, or interest on any of the Notes
of such series. Any such consent or waiver by the registered Holder of this Note
(unless revoked as provided in the Indenture) shall be conclusive and binding
upon such Holder and upon all future Holders and owners of this Note and of any
Note issued in exchange therefor or in place hereof (whether by registration of
transfer or otherwise), irrespective of whether or not any notation of such
consent or waiver is made upon this Note.
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No reference herein to the Indenture and no provision of this Note or
of the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of and premium, if any, and
interest on this Note at the time and place and at the rate and in the money
herein prescribed.
As provided in the Indenture and subject to certain limitations therein
set forth, this Note is transferable by the registered Holder hereof on the
Security Register of the Company, upon surrender of this Note for registration
of transfer at the office or agency of the Trustee in The City and State of New
York accompanied by a written instrument or instruments of transfer in form
satisfactory to the Company or the Trustee duly executed by the registered
Holder hereof or his attorney duly authorized in writing, and thereupon one or
more new Notes of authorized denominations and for the same aggregate principal
amount and series will be issued to the designated transferee or transferees. No
service charge will be made for any such transfer, but the Company may require
payment of a sum sufficient to cover any tax or other governmental charge
payable in relation thereto.
Prior to due presentment for registration of transfer of this Note, the
Company, the Trustee, any paying agent and the Security Registrar may deem and
treat the registered Holder hereof as the absolute owner hereof (whether or not
this Note shall be overdue and notwithstanding any notice of ownership or
writing hereon made by anyone other than the Security Registrar) for the purpose
of receiving payment of or on account of the principal hereof and premium, if
any, and interest due hereon and for all other purposes, and neither the Company
nor the Trustee nor any paying agent nor any Security Registrar shall be
affected by any notice to the contrary.
No recourse shall be had for the payment of the principal of, premium,
if any, or the interest on this Note, or for any claim based hereon, or
otherwise in respect hereof, or based on or in respect of the Indenture, against
any incorporator, stockholder, officer or director, past, present or future, as
such, of the Company or of any predecessor or successor corporation, whether by
virtue of any constitution, statute or rule of law, or by the enforcement of any
assessment or penalty or otherwise, all such liability being, by the acceptance
hereof and as part of the consideration for the issuance hereof, expressly
waived and released.
The Notes of this series are issuable only in registered form without
coupons in denominations of $1,000 and any integral multiple thereof. This
Global Note is exchangeable for Notes in definitive form only under certain
limited circumstances set forth in the Indenture. As provided in the Indenture
and subject to certain limitations herein and therein set forth, Notes of this
series so issued are exchangeable for a like aggregate principal amount of Notes
of this series of a
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different authorized denomination, as requested by the Holder surrendering the
same.
All terms used in this Note that are defined in the Indenture shall
have the meanings assigned to them in the Indenture.
THE INTERNAL LAWS OF THE STATE OF NEW YORK SHALL GOVERN THE INDENTURE
AND THE NOTES WITHOUT REGARD TO CONFLICT OF LAW PROVISIONS THEREOF.
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[FORM OF TRANSFER NOTICE]
FOR VALUE RECEIVED the undersigned registered holder hereby sell(s),
assign(s) and transfer(s) unto
Insert Taxpayer Identification No.
--------------------------------------------------------------------------------
Please print or typewrite name and address including zip code of assignee
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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.
By: _________________________
Date: _______________________
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[TO BE ATTACHED TO GLOBAL NOTES]
SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE
The following increases or decreases in this Global Note have been made:
Amount of decrease in Amount of increase in Principal Amount of this Signature of authorized
Date of Principal Amount of this Principal Amount of this Global Note following such signatory of Trustee or
Exchange Global Note Global Note decrease or increase Securities Custodian
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ARTICLE 6
ORIGINAL ISSUE OF NOTES
SECTION 6.01. Original Issue of Notes; Further Issuances.
(a) Notes in the initial aggregate principal amount of $1,000,000,000
may, upon execution of this Supplemental Indenture, be executed by the Company
and delivered to the Trustee for authentication, and the Trustee shall thereupon
authenticate and deliver said Notes to or upon the written order of the Company,
signed by its Chairman, its Vice Chairman, its President, or any Vice President
and its Treasurer or an Assistant Treasurer, without any further action by the
Company.
(b) The Company may, without notice to or the consent of the Holders of
the Notes, issue additional notes of the same tenor as the Notes, so that such
additional notes and the Notes shall form a single series. Any such Notes
referred to in this Section 6.01(b) will be issued under a further supplemental
indenture.
ARTICLE 7
MISCELLANEOUS
SECTION 7.01. Ratification of Indenture.
The Indenture, as supplemented by this Supplemental Indenture, is in
all respects ratified and confirmed, and this Supplemental Indenture shall be
deemed part of the Indenture in the manner and to the extent herein and therein
provided.
SECTION 7.02. Trustee Not Responsible for Recitals.
The recitals herein contained are made by the Company and not by the
Trustee, and the Trustee assumes no responsibility for the correctness thereof.
The Trustee makes no representation as to the validity or sufficiency of this
Supplemental Indenture.
SECTION 7.03. Governing Law.
This Supplemental Indenture and each Note shall be governed by and
construed in accordance with the laws of the State of New York without regard to
conflicts of laws.
SECTION 7.04. Separability.
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In case any one or more of the provisions contained in this
Supplemental Indenture or in the Notes shall for any reason be held to be
invalid, illegal or unenforceable in any respect, such invalidity, illegality or
unenforceability shall not affect any other provisions of this Supplemental
Indenture or of the Notes, but this Supplemental Indenture and the Notes shall
be construed as if such invalid or illegal or unenforceable provision had never
been contained herein or therein.
SECTION 7.05. Counterparts.
This Supplemental Indenture may be executed in any number of
counterparts each of which shall be an original; but such counterparts shall
together constitute but one and the same instrument.
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IN WITNESS WHEREOF, the parties hereto have caused this Supplemental
Indenture to be duly executed, and the Company has caused its corporate seal to
be hereunto affixed and attested, on the date or dates indicated in the
acknowledgments and as of the day and year first above written.
INTERNATIONAL PAPER COMPANY
By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
..................................
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Vice President-Finance
[Seal]
Attest:
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
_________________________
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Assistant Secretary
THE BANK OF NEW YORK
as Trustee
By /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
..................................
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
Title: Assistant Vice President