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Document Preview Convertible Debentures Supplemental Indenture |
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Title: |
Convertible Debentures Supplemental Indenture |
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Entities: |
Cede & Co.; International Paper Co.; Bank of New York; Goldman, Sachs & Co. |
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Date: |
2001 |
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Size: |
Preview shows 11KB of 158KB total |
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Price: |
$45 |
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ID: |
#367305 |
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INTERNATIONAL PAPER COMPANY,
Issuer
and
THE BANK OF NEW YORK,
Trustee
CONVERTIBLE DEBENTURES SUPPLEMENTAL INDENTURE
Dated as of June 20, 2001
TO
INDENTURE
Dated as of April 12, 1999
----------------------------------------------------------
{PAGE}
CONVERTIBLE DEBENTURES SUPPLEMENTAL INDENTURE, dated as of June 20, 2001
(herein called the "Supplemental Indenture"), between INTERNATIONAL PAPER
COMPANY, a corporation duly organized and existing under the laws of New York
and having its principal executive office at 400 Atlantic Street, Stamford,
Connecticut 06921 (hereinafter referred to as the "Company") and THE BANK OF
NEW YORK, a New York banking corporation (hereinafter referred to as the
"Trustee"), under the Indenture dated as of April 12, 1999, between the Company
and the Trustee (hereinafter referred to as the "Original Indenture").
RECITALS
WHEREAS, the Company has duly authorized the issuance from time to time of
its securities, in one or more series, evidencing its unsecured indebtedness
(the "Securities") pursuant to the Original Indenture;
WHEREAS, in accordance with Section 9.1 of the Original Indenture, the
Company and the Trustee may enter into supplemental indentures to the Original
Indenture without the consent of the Holders of Securities to, among other
things, issue and establish the form and terms of any series of Securities;
WHEREAS, the Company desires to issue and establish the form and terms of
a series of Securities under the Original Indenture to be designated as the
"Zero Coupon Convertible Debentures due June 20, 2021" (hereinafter referred to
as the "Debentures") and to otherwise amend and supplement the Original
Indenture in accordance with the terms thereof; and
WHEREAS, the Company has determined that the requirements of the Original
Indenture have been satisfied and has requested the Trustee to join with it in
the execution and delivery of this Supplemental Indenture; all requirements
necessary to make this Supplemental Indenture a valid instrument in accordance
with its terms have been met; and the execution and delivery hereof have been
in all respects duly authorized;
NOW, THEREFORE, for good and valuable consideration the sufficiency of
which is hereby acknowledged, the Company covenants and agrees with the Trustee
as follows:
ARTICLE ONE
TERMS AND ISSUANCE OF THE DEBENTURES
SECTION 1.01. Issuance and Designation.
A series of Securities which shall be designated as the Company's "Zero
Coupon Convertible Debentures due June 20, 2021" is hereby duly established and
shall be executed, authenticated and delivered in accordance with the
provisions of, and shall in all respects be subject to, the terms, conditions
and covenants of, the Original Indenture and this Supplemental Indenture. The
aggregate principal amount at maturity of the Debentures which may be
authenticated and delivered under this Supplemental Indenture shall not, except
as permitted by the provisions of the Original Indenture, exceed
$2,420,750,000, as the same may be increased from time to time in connection
with an increased accretion rate pursuant to paragraph 1 of the Debentures.
The Debentures are "Original Issue Discount Securities" within the meaning
of the Original Indenture. If an Event of Default with respect to the
Debentures occurs and is continuing, then, upon a
{PAGE}
declaration of acceleration pursuant to Section 5.2 of the Original Indenture,
the amount of principal that shall become due and payable shall equal the
Accreted Principal Amount; provided, however, that if the Company exercises its
option to pay cash interest instead of accreting the principal amount of the
Debentures following a Tax Event, the Debentures shall no longer be considered
"Original Issue Discount Securities" within the meaning of the Original
Indenture and the principal amount of the Debentures, commencing on the date on
which the principal of the Debentures is restated in accordance with the terms
of the Debentures, shall equal the Restated Principal Amount.
SECTION 1.02. Form and Other Terms of Debentures; Incorporation of Terms.
The Debentures shall be substantially in the form attached hereto as
Exhibit A. The terms of such Debentures are herein incorporated by reference
and form a part of this Supplemental Indenture.
ARTICLE TWO
AMENDMENTS TO TERMS OF THE ORIGINAL INDENTURE
SECTION 2.01. Certain Definitions.
(a) Section 1.1 of the Original Indenture is hereby amended with respect
to the Debentures only to add the following definitions in alphabetical order :
"Accreted Conversion Price" has the meaning specified in the
Debentures.
"Accreted Principal Amount" has the meaning specified in the
Debentures.
"Accreted Value Conversion" has the meaning specified in the
Debentures.
"Accretion Rate" has the meaning specified in the Debentures.
"Accretion Rate Measurement Date" has the meaning specified in the
Debentures.
"Administrative Action" has the meaning specified in the Debentures.
"Applicable Percentage" has the meaning specified in the Debentures.
"Average Sale Price" has the meaning specified in Section 15.7.
"Capital Stock" for any corporation means any and all shares,
interests, rights to purchase, warrants, options, participations or other
equivalents of or interests in (however designated) stock issued by that
corporation.
"cash" has the meaning specified in Section 11.7(b).
"Change in Control" has the meaning specified in Section 11.8(a).
"Change in Control Purchase Date" has the meaning specified in
Section 11.8(a).
"Change in Control Purchase Notice" has the meaning specified in
Section 11.8(c).
"Change in Control Purchase Price" has the meaning specified in
Section 11.8(a).
2
{PAGE}
"Closing Sales Price" has the meaning specified in Section 11.7(d).
"Common Stock" shall mean the shares of common stock, $1.00 par value
per share, of the Company existing on the date of the issuance of the
Debentures or any other shares of Capital Stock of the Company into which
such common stock shall be reclassified or changed.
"Company Notice" has the meaning specified in Section 11.7(e).
"Company Notice Date" has the meaning specified in Section 11.7(e).
"Conversion Agent" means the office or agency where Debentures may be
presented for conversion, and shall initially be The Bank of New York.
"Conversion Date" has the meaning specified in Section 15.2.
"Conversion Rate" has the meaning specified in Section 15.1.
"Debentures" means any of the Company's Zero Coupon Convertible
Debentures due 2021, as amended or supplemented from time to time, issued
under this Indenture.
"Ex-Dividend Time" has the meaning specified in Section 15.7.
"Extraordinary Cash Dividends" has the meaning specified in Section
15.8.
"Five-Year Rate" has the meaning specified in the Debentures.
"Interest Payment Date" has the meaning specified in the Debentures.
"Issue Price" of any Debenture means, in connection with the original
issuance of such Debenture, the initial issue price at which the Debenture
is issued as set forth on the face of the Debenture.
"Market Price" has the meaning specified in Section 11.7(d).
"NYSE" means The New York Stock Exchange, Inc.
"Purchase Date" has the meaning specified in Section 11.7(a).
"Purchase Notice" has the meaning specified in Section 11.7(a).
"Purchase Price" has the meaning specified in Section 11.7(a).
"Redemption Price" has the meaning specified in the Debentures.
"Reset Rate" has the meaning specified in the Debentures.
"Reset Rate Agent" has the meaning specified in the Debentures.
"Reset Rate Determination Date" has the meaning specified in the
Debentures.
3
{PAGE}
"Restated Principal Amount" means, if a Tax Event occurs and the
Company thereafter elects to pay cash interest on the Debentures, the
amount equal to the Accreted Principal Amount on the date of restatement
of the principal amount of the Debentures in connection therewith.
"Spin-off" has the meaning specified in Section 15.8.
"Subsidiary" means any person of which at least a majority of the
outstanding Voting Stock shall at the time directly or indirectly be owned
or controlled by the Company or by one or more Subsidiaries or by the
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