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Title: |
Supplemental Indenture |
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Date: |
2000 |
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Preview shows 14KB of 65KB total |
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$47 |
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ID: |
#367344 |
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8-1/8% NOTES DUE JULY 8, 2005
SUPPLEMENTAL INDENTURE
between
INTERNATIONAL PAPER COMPANY
and
THE BANK OF NEW YORK
Dated as of June 14, 2000
-----------------------------------------------------------------------
{PAGE}
TABLE OF CONTENTS
----------------------
PAGE
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................................4
SECTION 2.02. Maturity........................................................4
SECTION 2.03. Form; Denomination..............................................5
SECTION 2.04. Restrictive Legends.............................................5
SECTION 2.05. Special Transfer Provisions.....................................7
SECTION 2.06. Interest........................................................9
ARTICLE 3
REDEMPTION OF THE NOTES
SECTION 3.01. Optional Redemption by Company.................................11
SECTION 3.02. No Sinking Fund................................................13
ARTICLE 4
MODIFICATION
SECTION 4.01. Modification of Indenture and Supplemental Indenture...........13
ARTICLE 5
FORM OF NOTE
SECTION 5.01. Form of Note...................................................13
ARTICLE 6
ORIGINAL ISSUE OF NOTES
SECTION 6.01. Original Issue of Notes; Further Issuances.....................28
1
{PAGE}
PAGE
ARTICLE 7
MISCELLANEOUS
SECTION 7.01. Ratification of Indenture......................................28
SECTION 7.02. Trustee Not Responsible for Recitals...........................28
SECTION 7.03. Governing Law..................................................28
SECTION 7.04. Separability...................................................28
SECTION 7.05. Counterparts...................................................29
2
{PAGE}
8-1/8% NOTES DUE JULY 8, 2005 SUPPLEMENTAL INDENTURE, dated as of June
14, 2000 (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 8-1/8% Notes due July 8, 2005 (the "Notes due July 8, 2005"), 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
{PAGE}
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):
"Additional Interest" shall have the meaning set forth in Section
2.06(d).
"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).
"Exchange Offer" means the exchange offer by the Company of Exchange
Notes for Initial Notes pursuant to the Registration Rights Agreement.
"Exchange Offer Registration Statement" means a registration statement
relating to an Exchange Offer on an appropriate form and all
2
{PAGE}
amendments and supplements to such registration statement, in each case
including the prospectus contained therein, all exhibits thereto and all
material incorporated by reference therein.
"Exchange Notes" means the debt securities of the Company to be offered
to Holders in exchange for Initial Notes pursuant to the Exchange Offer or
otherwise pursuant to a Registration of Exchange Notes containing terms
identical to the Notes for which they are exchanged (except that (i) interest
thereon shall accrue from the last date on which interest was paid on the Notes
or, if no such interest has been paid, from the date of issuance of the Notes
and (ii) the Exchange Notes will contain the alternative fifth paragraph
appearing on the reverse of the Notes in the form recited above and will not
contain terms with respect to transfer restrictions).
"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).
"Initial Notes" means the Notes issued under this Indenture which are
not Exchange Notes.
"Note" or "Notes" means any Security or Securities, as the case may be,
authenticated and delivered under this Supplemental Indenture. For all purposes
of this Supplemental Indenture, the term "Notes" shall include the Initial Notes
and any Exchange Notes to be issued and exchanged for any Initial Notes pursuant
to the Registration Rights Agreement and this Indenture and, for purposes of
this Supplemental Indenture, all Initial Notes and Exchange Notes shall vote
together as one series of Notes under this Supplemental Indenture.
"Notes due July 8, 2005" shall have the meaning set forth in the
recitals above.
"Private Placement Legend" means the legend initially set forth on the
Notes in the form set forth in 2.04(a).
"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).
3
{PAGE}
"Registration" means a registered exchange offer for the Notes by the
Company or other registration of the Notes under the Securities Act pursuant to
and in accordance with the terms of the Registration Rights Agreement.
"Registration Rights Agreement" means the Registration Rights
Agreement, dated as of June 14, 2000, among the Company and the Purchasers and
certain permitted assigns specified therein.
"Registration Statement" means the Registration Statement pursuant to
and as defined in the Registration Rights Agreement.
"Regulation S" means Regulation S under the Securities Act.
"Remaining Life" shall have the meaning set forth in Section 3.01(b).
"Restricted Legend" means the legend set forth in Section 2.04 hereof.
"Rule 144A" means Rule 144A under the Securities Act.
"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 "Notes
due July 8, 2005" initially offered in aggregate principal amount to
$1,000,000,000 which amount shall be as set forth in any written order of the
Company for the authentication and delivery of Notes pursuant to Section 3.3 of
the Indenture.
SECTION 2.02. Maturity.
(a) The Notes will mature on July 8, 2005 (the "Stated Maturity
Date").
4
{PAGE}
SECTION 2.03. Form; Denomination.
(a) The Notes shall be issued initially in the form of one or more
permanent restricted 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; provided that Exchange Notes
(i) contain the alternative fifth paragraph appearing on the reverse of the
Notes in the form recited below and (ii) shall not contain terms with respect to
transfer restrictions.
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
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