Exhibit 4.9
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4.25% NOTES DUE 2009
5.50% NOTES DUE 2014
SUPPLEMENTAL INDENTURE
between
INTERNATIONAL PAPER COMPANY
and
THE BANK OF NEW YORK
Dated as of December 15, 2003
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TABLE OF CONTENTS
PAGE
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ARTICLE 1
DEFINITIONS
Section 1.01. Definition Of Terms.............................................4
ARTICLE 2
GENERAL TERMS AND CONDITIONS OF THE NOTES
Section 2.01. Designation And Principal Amount................................5
Section 2.02. Maturity........................................................5
Section 2.03. Depositary......................................................5
Section 2.04. Form; Denomination..............................................6
Section 2.05. Legend..........................................................6
Section 2.06. Special Transfer Provisions.....................................6
Section 2.07. Interest........................................................7
ARTICLE 3
REDEMPTION OF THE NOTES
Section 3.01. Optional Redemption By Company..................................8
Section 3.02. No Sinking Fund................................................10
ARTICLE 4
MODIFICATION
Section 4.01. Modification Of Indenture And Supplemental Indenture...........10
ARTICLE 5
FORM OF NOTE
Section 5.01. Forms Of Notes.................................................11
ARTICLE 6
ORIGINAL ISSUE OF NOTES
Section 6.01. Original Issue Of Notes; Further Issuances.....................29
ARTICLE 7
MISCELLANEOUS
Section 7.01. Ratification Of Indenture......................................29
Section 7.02. Trustee Not Responsible For Recitals...........................29
Section 7.03. Governing Law..................................................29
Section 7.04. Separability...................................................29
Section 7.05. Counterparts...................................................30
ii
SUPPLEMENTAL INDENTURE, dated as of December 15, 2003 (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 two new series of its Securities to be known as
its 4.25% Notes due 2009 (the "Notes due 2009") and its 5.50% Notes due 2014
(the "Notes due 2014"; and together with the Notes due 2009, 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
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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 in this
Supplemental Indenture;
(e) headings are for convenience or 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 2.04(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.
"Notes due 2009" shall have the meaning set forth in the recitals above.
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"Notes due 2014" shall have the meaning set forth in the recitals above.
"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 3.0l(b).
"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.
(a) 4.25% Notes due 2009
There is hereby authorized a series of Securities designated the "4.25%
Notes due 2009" initially offered in the aggregate principal amount of
$500,000,000, which amount shall be as set forth in any written order of the
Company for the authentication and delivery of such Notes pursuant to Section
3.3 of the Indenture.
(b) 5.50% Notes due 2014
There is hereby authorized a series of Securities designated the "5.50%
Notes due 2014" initially offered in the aggregate principal amount of
$500,000,000, which amount shall be as set forth in any written order of the
Company for the authentication and delivery of such Notes pursuant to Section
3.3 of the Indenture.
Section 2.02. Maturity.
(a) The Notes due 2009 will mature on January 15, 2009, and the Notes due
2014 will mature on January 15, 2014 (each, a "Stated Maturity Date").
Section 2.03. Depositary. The Depository Trust Company shall be the initial
Depositary, until a successor shall have been appointed and become such pursuant
to the applicable provisions of this Indenture, and thereafter, "Depositary"
shall mean or include such successor.
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Section 2.04. Form; Denomination.
(a) The Notes due 2009 and the Notes due 2014 shall each be issued
initially in the form of one or more permanent Global Notes in registered form,
substantially in the form herein below recited (each, a "Global Note" and
collectively, the "Global Notes"), deposited with the Trustee, as custodian for
the Depositary, duly executed by the Company and authenticated by the Trustee as
herein provided.
The aggregate principal amount of each Global Note may from time to time be
increased or decreased by adjustments made on the records of the Trustee, as
custodian for the Depositary or its nominee, as hereinafter provided.
(b) The Notes shall be issuable in denominations provided for in the forms
of the Notes recited below. The Notes shall be numbered, lettered, or otherwise
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 2.05. 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 2.06. Special Transfer Provisions.
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(a) A Global Note may be transferred, in whole but not in part, only to
another nominee of the Depositary, or to a successor Depositary selected or
approved by the Company or to a nominee of such successor Depositary.
(b) If at any time the Depositary for a series of Notes notifies the
Company that it is unwilling or unable to continue as Depositary or if at any
time the Depositary 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 Depositary 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 3 of the Indenture, the Trustee, upon written
notice from the Company, will authenticate and make available for delivery the
Notes of such series in definitive registered form without coupons, in
authorized denominations, and in an aggregate principal amount equal to the
principal amount of the Global Note for such series in exchange for the Global
Note for such series. In addition, the Company may at any time determine that
the Notes of such series shall no longer be 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 Officer's Certificate evidencing such
determination by the Company, will authenticate and deliver the Notes of such
series in definitive registered form without coupons, in authorized
denominations, and in an aggregate principal amount equal to the principal
amount of the Global Note for such series in exchange for the Global Note for
such series. Upon the exchange of the Global Note for such series for the Notes
of such series in definitive registered form without coupons, in authorized
denominations, the Global Note for such series shall be cancelled by the
Trustee. Such Notes in definitive registered form issued in exchange for the
Global Note for such series 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 2.07. Interest.
(a) The Notes due 2009 will bear interest at the rate of 4.25% per annum
and the Notes due 2014 will bear interest at the rate of 5.50% per annum (each,
a "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 applicable Coupon Rate, compounded semi-annually,
payable semi-annually in arrears on January 15 and July 15 of each year (each,
an "Interest Payment Date") commencing on July 15, 2004, 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
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business on the January 1 or July 1 (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 due 2009 or the Notes due
2014 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 applicable
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 amount of additional interest payable for any full interest
period will be computed by dividing such 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 due
2009 or the Notes due 2014, 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 of the series to be redeemed; 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 of the series to be redeemed) discounted to the
Redemption Date of the series to be redeemed on a semi-annual basis
(assuming a 360-day year consisting of twelve 30-day months) at (A) the
Treasury Rate plus 15 basis points for the Notes due 2009 or (B) the
Treasury Rate plus 20 basis points for the Notes due 2014, plus, in each
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case, accrued interest on the principal amount being redeemed to the
Redemption Date of the series to be redeemed.
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 of
the series to be redeemed to each Holder of the Notes of the series to be
redeemed, at the Optional Redemption Price. If Notes are only partially redeemed
pursuant to this Section 3.01(a), the Notes of the series to be redeemed 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 of the series to be
redeemed are registered as a Global Note, the Depositary shall determine, in
accordance with its procedures, the principal amount of the Notes of the series
to be redeemed held by each Holder of such 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).
"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 applicable series of 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 such 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 an independent investment banking
institution of national standing appointed by the Company.
"Reference Treasury Dealer" means (i) each of Citigroup Global Markets
Inc., Credit Suisse First Boston LLC and Deutsche Bank Securities Inc.
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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 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 such 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 both the Notes due 2009 and
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the Notes due 2014, 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.
ARTICLE 5
FORMS OF NOTES
Section 5.01. Forms Of Notes.
(a) The Notes due 2009 and the Trustee's Certificate of Authentication to
be endorsed thereon are to be substantially in the following forms:
(FORM OF FACE OF NOTE)
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.
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No. 1 CUSIP No.460146 BV 4
INTERNATIONAL PAPER COMPANY
4.25% NOTE DUE 2009
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 FIVE HUNDRED MILLION DOLLARS ($500,000,000) on
Januray 15, 2009, 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 January
15 and July 15 of each year (each such date, an "Interest Payment Date")
commencing July 15, 2004, at the rate of 4.25% 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 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 January 1 or July 1 (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
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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 15th day of December, 2003.
INTERNATIONAL PAPER COMPANY
By:
------------------------------------
Name:
Title:
Attest:
By:
---------------------------------
Name:
Title:
(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
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(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 4.25%
Notes due 2009 and 5.50% Notes due 2014 Supplemental Indenture dated as of
December 15, 2003, 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 15 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
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.
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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.
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
16
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 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.
17
[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
--------------------------------------------------------------------------------
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:
----------------------
18
SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE
The following increases or decreases in this Global Note have been made:
Signature of
Amount of decrease Amount of increase Principal Amount of this authorized signatory
Date of in Principal Amount in Principal Amount Global Note following of Trustee or
Exchange of this Global Note of this Global Note such Decrease or increase Securities Custodian
-------- ------------------- ------------------- ------------------------- --------------------
19
(b) The Notes due 2014 and the Trustee's Certificate of Authentication to
be endorsed thereon are to be substantially in the following forms:
(FORM OF FACE OF NOTE)
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.
20
No. 1 CUSIP No. 460146 BX 0
INTERNATIONAL PAPER COMPANY
5.50% NOTE DUE 2014
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 FIVE HUNDRED MILLION DOLLARS ($500,000,000) on
January 15, 2014, 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 January
15 and July 15 of each year (each such date, an "Interest Payment Date")
commencing July 15, 2004, at the rate of 5.50% 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 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 January 1 or July 1 (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
21
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.
22
IN WITNESS WHEREOF, the Company has caused this instrument to be executed
on this 15th day of December, 2003.
INTERNATIONAL PAPER COMPANY
By:
------------------------------------
Name:
Title:
Attest:
By:
---------------------------------
Name:
Title:
(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
23
(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 4.25%
Notes due 2009 and 5.50% Notes due 2014 Supplemental Indenture dated as of
December 15, 2003, 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 20 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
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.
24
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.
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
25
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 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.
26
[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
--------------------------------------------------------------------------------
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:
-------------------------------
27
SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE
The following increases or decreases in this Global Note have been made:
Signature of
Amount of decrease Amount of increase Principal Amount of this authorized signatory
Date of in Principal Amount in Principal Amount Global Note following of Trustee or
Exchange of this Global Note of this Global Note such Decrease or increase Securities Custodian
-------- ------------------- ------------------- ------------------------- --------------------
28
ARTICLE 6
ORIGINAL ISSUE OF NOTES
Section 6.01. Original Issue Of Notes; Further Issuances.
(a) Notes due 2009 having an aggregate principal amount of $500,000,000 and
Notes due 2014 having an aggregate principal amount of $500,000,000 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 due 2009 or the
Notes due 2014, so that such additional notes and the Notes due 2009 or the
Notes due 2014, as applicable, 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.
29
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.
30
IN WITNESS WHEREOF, the parties hereto have caused this Supplemental
Indenture to be duly executed 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: ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
------------------------------------
Name: ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Vice President - Treasury
Attest:
By: ▇▇▇▇▇ ▇. ▇▇▇▇▇
---------------------------------
THE BANK OF NEW YORK
as Trustee
By:
------------------------------------
Name:
Title:
IN WITNESS WHEREOF, the parties hereto have caused this Supplemental
Indenture to be duly executed 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:
------------------------------------
Name:
Title:
Attest:
By:
---------------------------------
THE BANK OF NEW YORK
as Trustee
By: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
------------------------------------
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Title: VICE PRESIDENT