FORM 8-K
Current Report
Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
January 7, 2003
Date of Report (Date of earliest event reported)
MEADWESTVACO CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 001-31215 31-1797999
(State or other jurisdiction of (Commission file number) (I.R.S. Employer
incorporation or organization) Identification No.)
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One High Ridge Park, Stamford, Connecticut 06905
(Address of principal executive offices)
(203) 461-7400
(Registrant's telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Item 5. Other events.
On December 31, 2002, MeadWestvaco Corporation ("MeadWestvaco") consummated an internal corporate restructuring, as a consequence of which MeadWestvaco has assumed (through the execution of certain supplemental indentures attached as Exhibits 4.1 - 4.5 hereto and incorporated by reference herein) all of the obligations of both The Mead Corporation ("Mead") and Westvaco Corporation ("Westvaco") under various bond indentures governing their respective issuances of publicly registered debt. As a further consequence of the corporate restructuring referenced above all of the guarantees of MeadWestvaco's publicly registered debt (including the former debt of both Mead and Westvaco referenced above) have, by their terms, terminated.
Item 7. Exhibits.
(c) Exhibits. The following exhibits are filed herewith:
Exhibit No. Description
(4.1) Second Supplemental Indenture between MeadWestvaco Corporation and The Bank of New York dated December 31, 2002
(4.2) Fifth Supplemental Indenture between MW Custom Papers, Inc. and Deutsche Bank Trust Company Americas dated December 31, 2002
(4.3) Sixth Supplemental Indenture between MeadWestvaco Corporation and Deutsche Bank Trust Company Americas dated December 31, 2002
(4.4) Second Supplemental Indenture between MW Custom Papers, Inc. and Bank One Trust Company, N.A. dated December 31, 2002
(4.5) Third Supplemental Indenture between MeadWestvaco Corporation and Bank One Trust Company, N.A. dated December 31, 2002
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
Dated: January 7, 2003
MEADWESTVACO CORPORATION
By: /s/ Karen R. Osar
-----------------------------------
Name: Karen R. Osar
Title: Senior Vice President and
Chief Financial Officer
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EXHIBIT 4.1
MEADWESTVACO CORPORATION
and
THE BANK OF NEW YORK,
as Trustee
Second Supplemental Indenture
SECOND SUPPLEMENTAL INDENTURE (this "Second Supplemental Indenture"), dated as of December 31, 2002, between MEADWESTVACO CORPORATION, a Delaware corporation (the "Company"), and THE BANK OF NEW YORK (formerly known as Irving Trust Company), a New York corporation, as trustee (the "Trustee").
WHEREAS, WESTVACO CORPORATION, a Delaware corporation ("Westvaco"), has executed and delivered to the Trustee an Indenture (the "Indenture"), dated as of March 1, 1983, as amended from time to time, providing for the issuance and sale by Westvaco from time to time of its unsecured debentures, notes or other evidences of indebtedness (the "Securities", which term shall include any Securities issued under the Indenture after the date hereof);
WHEREAS, on December 31, 2002, pursuant to the Company's corporate restructuring plan, Westvaco shall be merged with and into the Company;
WHEREAS, Section 801(1) of the Indenture requires the Company, after Westvaco has been merged into the Company, to expressly assume, by supplemental indenture, executed and delivered to the Trustee, in form satisfactory to the Trustee, the obligations and covenants of Westvaco to the Trustee and the Holders of the Securities (the "Successor Obligations");
WHEREAS, the Company proposes in and by this Second Supplemental Indenture to supplement and amend the Indenture in certain respects as it applies to Securities issued thereunder;
WHEREAS, the Company has requested that the Trustee execute and deliver this Second Supplemental Indenture and all requirements necessary to make this Second Supplemental Indenture a valid instrument in accordance with its terms and to make the Successor Obligations the valid obligations of the Company, and the execution and delivery of this Second Supplemental Indenture has been duly authorized in all respects.
NOW, THEREFORE, the Company and the Trustee hereby agree that the following Sections of this Second Supplemental Indenture supplement the Indenture with respect to Securities issued thereunder:
SECTION 1. Definitions. Capitalized terms used herein and not defined herein have the meanings ascribed to such terms in the Indenture.
SECTION 2. Representations of the Company. The Company represents and warrants for the benefit of the Trustee as follows: (i) it is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and (ii) the execution,
delivery and performance by it of this Second Supplemental Indenture have been authorized and approved by all necessary corporate action on the part of it.
SECTION 3. Assumption and Agreements. (a) The Company hereby expressly assumes all of the obligations of Westvaco under the Indenture and the Securities, including, but not limited to, (i) the due and punctual payment of the principal of (and premium, if any) and interest on all the Securities when due and (ii) the full and punctual performance of every covenant of and all other obligations under the Indenture on the part of Westvaco to be performed or observed under the Indenture and the Securities.
(b) The Company further agrees that as of the date of this Second Supplemental Indenture, the Company hereby succeeds to and is substituted for Westvaco as the "Company" under the Indenture, with the same effect as if the Company had been an original party to the Indenture.
SECTION 4. This Second Supplemental Indenture. This Second Supplemental Indenture shall be construed as supplemental to the Indenture and shall form a part of it, and the Indenture is hereby incorporated by reference herein and each is hereby ratified, approved and confirmed.
SECTION 5. GOVERNING LAW. THIS SECOND SUPPLEMENTAL INDENTURE SHALL BE GOVERNED AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
SECTION 6. Counterparts. This Second Supplemental Indenture may be executed in two or more counterparts, each of which shall constitute an original, but all of which when taken together shall constitute but one instrument.
SECTION 7. Headings. The headings of this Second Supplemental Indenture are for reference only and shall not limit or otherwise affect the meaning hereof.
SECTION 8. 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 shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Second Supplemental Indenture.
SECTION 9. Separability. In case one or more of the provisions contained in this Second Supplemental Indenture or in the Securities 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 Second Supplemental Indenture or of the Securities, but this Second Supplemental Indenture and the Securities shall be construed as if
such invalid or illegal or unenforceable provision had never been contained herein or therein.
SECTION 10. Successors and Assigns. All agreements of the Company in this Second Supplemental Indenture and the Securities shall bind its successors and all agreements of the Trustee in this Second Supplemental Indenture shall bind its successors.
IN WITNESS WHEREOF, the parties hereto have caused this Second Supplemental Indenture to be duly executed by their respective authorized officers as of the date first written above.
MEADWESTVACO CORPORATION
By: /s/ Karen R. Osar
------------------------------------------
Name: Karen R.Osar
Title: Senior Vice President and
Chief Financial Officer
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THE BANK OF NEW YORK,
as Trustee
By: /s/ Kisha A. Holder
------------------------------------------
Name: Kisha A. Holder
Title: Assistant Treasurer
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EXHIBIT 4.2
MW CUSTOM PAPERS, INC.
and
DEUTSCHE BANK TRUST COMPANY AMERICAS,
as Trustee
Fifth Supplemental Indenture
FIFTH SUPPLEMENTAL INDENTURE (this "Fifth Supplemental Indenture"), dated as of December 31, 2002, between MW CUSTOM PAPERS, INC., a Delaware corporation (the "Company"), and DEUTSCHE BANK TRUST COMPANY AMERICAS (formerly known as Bankers Trust Company), a New York banking corporation, as trustee (the "Trustee").
WHEREAS, THE MEAD CORPORATION, an Ohio corporation ("Mead"), has executed and delivered to the Trustee an Indenture (the "Indenture"), dated as of July 15, 1982, as amended from time to time, providing for the issuance and sale by Mead from time to time of its unsecured debentures, notes or other evidences of indebtedness (the "Securities", which term shall include any Securities issued under the Indenture after the date hereof);
WHEREAS, on December 31, 2002, pursuant to Mead's corporate restructuring plan, the Company and Mead shall enter into a transaction resulting in Mead being merged with and into the Company;
WHEREAS, Section 801(1) of the Indenture requires the Company, after Mead has been merged into the Company, to expressly assume, by supplemental indenture, executed and delivered to the Trustee, in form satisfactory to the Trustee, the obligations and covenants of Mead to the Holders of the Securities (the "Successor Obligations");
WHEREAS, the Company proposes in and by this Fifth Supplemental Indenture to supplement and amend the Indenture in certain respects as it applies to Securities issued thereunder;
WHEREAS, the Company has requested that the Trustee execute and deliver this Fifth Supplemental Indenture and all requirements necessary to make this Fifth Supplemental Indenture a valid instrument in accordance with its terms and to make the Successor Obligations the valid obligations of the Company, and the execution and delivery of this Fifth Supplemental Indenture has been duly authorized in all respects.
NOW, THEREFORE, the Company and the Trustee hereby agree that the following Sections of this Fifth Supplemental Indenture supplement the Indenture with respect to Securities issued thereunder:
SECTION 1. Definitions. Capitalized terms used herein and not defined herein have the meanings ascribed to such terms in the Indenture.
SECTION 2. Representations of the Company. The Company represents and warrants for the benefit of the Trustee as follows: (i) it is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and (ii) the
execution, delivery and performance by it of this Fifth Supplemental Indenture have been authorized and approved by all necessary corporate action on the part of it.
SECTION 3. Assumption and Agreements. (a) The Company hereby expressly assumes all of the obligations of Mead under the Indenture and the Securities, including, but not limited to, (i) the due and punctual payment of the principal of (and premium, if any) and interest on all the Securities when due and (ii) the full and punctual performance of every covenant of and all other obligations under the Indenture on the part of Mead to be performed or observed under the Indenture and the Securities.
(b) The Company further agrees that as of the date of this Fifth Supplemental Indenture, the Company hereby succeeds to and is substituted for Mead as the "Company" under the Indenture, with the same effect as if the Company had been an original party to the Indenture.
SECTION 4. This Fifth Supplemental Indenture. This Fifth Supplemental Indenture shall be construed as supplemental to the Indenture and shall form a part of it, and the Indenture is hereby incorporated by reference herein and each is hereby ratified, approved and confirmed.
SECTION 5. GOVERNING LAW. THIS FIFTH SUPPLEMENTAL INDENTURE SHALL BE GOVERNED AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
SECTION 6. Counterparts. This Fifth Supplemental Indenture may be executed in two or more counterparts, each of which shall constitute an original, but all of which when taken together shall constitute but one instrument.
SECTION 7. Headings. The headings of this Fifth Supplemental Indenture are for reference only and shall not limit or otherwise affect the meaning hereof.
SECTION 8. 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 shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Fifth Supplemental Indenture.
SECTION 9. Separability. In case one or more of the provisions contained in this Fifth Supplemental Indenture or in the Securities 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 Fifth Supplemental Indenture or of the Securities, but this Fifth Supplemental Indenture and the Securities shall be construed as if such invalid or illegal or unenforceable provision had never been contained herein or therein.
SECTION 10. Successors and Assigns. All agreements of the Company in this Fifth Supplemental Indenture and the Securities shall bind its successors and all agreements of the Trustee in this Fifth Supplemental Indenture shall bind its successors.
IN WITNESS WHEREOF, the parties hereto have caused this Fifth Supplemental Indenture to be duly executed by their respective authorized officers as of the date first written above.
MW CUSTOM PAPERS, INC.
By: /s/ Karen R. Osar
-----------------------------------------
Name: Karen R. Osar
Title: Vice President
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DEUTSCHE BANK TRUST COMPANY AMERICAS,
as Trustee
By: /s/ Irina Golovashchuk
-----------------------------------------
Name: Irina Golovashchuk
Title: Associate
|
EXHIBIT 4.3
MEADWESTVACO CORPORATION
and
DEUTSCHE BANK TRUST COMPANY AMERICAS,
as Trustee
Sixth Supplemental Indenture
SIXTH SUPPLEMENTAL INDENTURE (this "Sixth Supplemental Indenture"), dated as of December 31, 2002, between MEADWESTVACO CORPORATION, a Delaware corporation (the "Company"), and DEUTSCHE BANK TRUST COMPANY AMERICAS (formerly known as Bankers Trust Company), a New York banking corporation, as trustee (the "Trustee").
WHEREAS, THE MEAD CORPORATION, an Ohio corporation ("Mead"), has executed and delivered to the Trustee an Indenture (the "Indenture"), dated as of July 15, 1982, as amended from time to time, providing for the issuance and sale by Mead from time to time of its unsecured debentures, notes or other evidences of indebtedness (the "Securities", which term shall include any Securities issued under the Indenture after the date hereof);
WHEREAS, on December 31, 2002, pursuant to the Company's corporate restructuring plan, the Company and Mead shall enter into a series of related and substantially contemporaneous transactions as follows: (i) Mead will merge with and into MW Custom Papers, Inc., a Delaware corporation ("MW, Inc.") with MW, Inc. expressly assuming Mead's obligations under the Indenture pursuant to that certain fifth supplemental indenture to the Indenture dated the date hereof and (ii) immediately following the consummation of the transactions described in clause (i) hereof, MW, Inc. will convert into MW Custom Papers, LLC, a Delaware limited liability company ("MW, LLC") and MW, LLC will, in turn, transfer its properties and assets substantially as an entirety to the Company;
WHEREAS, Section 801(1) of the Indenture requires the Company, after acquiring by transfer Mead's properties and assets substantially as an entirety, to expressly assume, by supplemental indenture, executed and delivered to the Trustee, in form satisfactory to the Trustee, the obligations and covenants of MW, LLC (having assumed such obligations and covenants by operation of law following MW, Inc.'s conversion into MW, LLC) to the Holders of the Securities (the "Successor Obligations");
WHEREAS, the Company proposes in and by this Sixth Supplemental Indenture to supplement and amend the Indenture in certain respects as it applies to Securities issued thereunder;
WHEREAS, the Company has requested that the Trustee execute and deliver this Sixth Supplemental Indenture and all requirements necessary to make this Sixth Supplemental Indenture a valid instrument in accordance with its terms and to make the Successor Obligations the valid obligations of the Company, and the execution and delivery of this Sixth Supplemental Indenture has been duly authorized in all respects.
NOW, THEREFORE, the Company and the Trustee hereby agree that the following Sections of this Sixth Supplemental Indenture supplement the Indenture with respect to Securities issued thereunder:
SECTION 1. Definitions. Capitalized terms used herein and not defined herein have the meanings ascribed to such terms in the Indenture.
SECTION 2. Representations of the Company. The Company represents and warrants for the benefit of the Trustee as follows: (i) it is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and (ii) the execution, delivery and performance by it of this Sixth Supplemental Indenture have been authorized and approved by all necessary corporate action on the part of it.
SECTION 3. Assumption and Agreements. (a) The Company hereby expressly assumes all of the obligations of MW, LLC under the Indenture and the Securities, including, but not limited to, (i) the due and punctual payment of the principal of (and premium, if any) and interest on all the Securities when due and (ii) the full and punctual performance of every covenant of and all other obligations under the Indenture on the part of MW, LLC to be performed or observed under the Indenture and the Securities.
(b) The Company further agrees that as of the date of this Sixth Supplemental Indenture, the Company hereby succeeds to and is substituted for Mead as the "Company" under the Indenture, with the same effect as if the Company had been an original party to the Indenture.
SECTION 4. This Sixth Supplemental Indenture. This Sixth Supplemental Indenture shall be construed as supplemental to the Indenture and shall form a part of it, and the Indenture is hereby incorporated by reference herein and each is hereby ratified, approved and confirmed.
SECTION 5. GOVERNING LAW. THIS SIXTH SUPPLEMENTAL INDENTURE SHALL BE GOVERNED AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
SECTION 6. Counterparts. This Sixth Supplemental Indenture may be executed in two or more counterparts, each of which shall constitute an original, but all of which when taken together shall constitute but one instrument.
SECTION 7. Headings. The headings of this Sixth Supplemental Indenture are for reference only and shall not limit or otherwise affect the meaning hereof.
SECTION 8. 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 shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Sixth Supplemental Indenture.
SECTION 9. Separability. In case one or more of the provisions contained in this Sixth Supplemental Indenture or in the Securities 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 Sixth Supplemental Indenture or of the Securities, but this Sixth Supplemental Indenture and the Securities shall be construed as if such invalid or illegal or unenforceable provision had never been contained herein or therein.
SECTION 10. Successors and Assigns. All agreements of the Company in this Sixth Supplemental Indenture and the Securities shall bind its successors and all agreements of the Trustee in this Sixth Supplemental Indenture shall bind its successors.
IN WITNESS WHEREOF, the parties hereto have caused this Sixth Supplemental Indenture to be duly executed by their respective authorized officers as of the date first written above.
MEADWESTVACO CORPORATION
By: /s/ Karen R. Osar
------------------------------------------
Name: Karen R. Osar
Title: Senior Vice President and
Chief Financial Officer
|
DEUTSCHE BANK TRUST COMPANY AMERICAS,
as Trustee
By: /s/ Irina Golovashchuk
------------------------------------------
Name: Irina Golovashchuk
Title: Associate
|
EXHIBIT 4.4
MW CUSTOM PAPERS, INC.
and
BANK ONE TRUST COMPANY, NA,
as Trustee
Second Supplemental Indenture
SECOND SUPPLEMENTAL INDENTURE (this "Second Supplemental Indenture"), dated as of December 31, 2002, between MW CUSTOM PAPERS, INC., a Delaware corporation (the "Company"), and BANK ONE TRUST COMPANY, NA, a national banking association, as trustee (the "Trustee").
WHEREAS, THE MEAD CORPORATION, an Ohio corporation ("Mead"), has executed and delivered to the Trustee an Indenture (the "Indenture"), dated as of February 1, 1993, as amended from time to time, providing for the issuance and sale by Mead from time to time of its unsecured debentures, notes or other evidences of indebtedness (the "Securities", which term shall include any Securities issued under the Indenture after the date hereof);
WHEREAS, on December 31, 2002, pursuant to Mead's corporate restructuring plan, the Company and Mead shall enter into a transaction resulting in Mead being merged with and into the Company;
WHEREAS, Section 801(1) of the Indenture requires the Company, after Mead has been merged into the Company, to expressly assume, by supplemental indenture, executed and delivered to the Trustee, in form satisfactory to the Trustee, the obligations and covenants of Mead to the Holders of the Securities (the "Successor Obligations");
WHEREAS, the Company proposes in and by this Second Supplemental Indenture to supplement and amend the Indenture in certain respects as it applies to Securities issued thereunder;
WHEREAS, the Company has requested that the Trustee execute and deliver this Second Supplemental Indenture and all requirements necessary to make this Second Supplemental Indenture a valid instrument in accordance with its terms and to make the Successor Obligations the valid obligations of the Company, and the execution and delivery of this Second Supplemental Indenture has been duly authorized in all respects.
NOW, THEREFORE, the Company and the Trustee hereby agree that the following Sections of this Second Supplemental Indenture supplement the Indenture with respect to Securities issued thereunder:
SECTION 1. Definitions. Capitalized terms used herein and not defined herein have the meanings ascribed to such terms in the Indenture.
SECTION 2. Representations of the Company. The Company represents and warrants for the benefit of the Trustee as follows: (i) it is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and (ii) the execution, delivery and performance by it of this Second Supplemental Indenture have been authorized and approved by all necessary corporate action on the part of it.
SECTION 3. Assumption and Agreements. (a) The Company hereby expressly assumes all of the obligations of Mead under the Indenture and the Securities, including, but not limited to, (i) the due and punctual payment of the principal of (and premium, if any) and interest on all the Securities when due and (ii) the full and punctual performance of every covenant of and all other obligations under the Indenture on the part of Mead to be performed or observed under the Indenture and the Securities.
(b) The Company further agrees that as of the date of this Second Supplemental Indenture, the Company hereby succeeds to and is substituted for Mead as the "Company" under the Indenture, with the same effect as if the Company had been an original party to the Indenture.
SECTION 4. This Second Supplemental Indenture. This Second Supplemental Indenture shall be construed as supplemental to the Indenture and shall form a part of it, and the Indenture is hereby incorporated by reference herein and each is hereby ratified, approved and confirmed.
SECTION 5. GOVERNING LAW. THIS SECOND SUPPLEMENTAL INDENTURE SHALL BE GOVERNED AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
SECTION 6. Counterparts. This Second Supplemental Indenture may be executed in two or more counterparts, each of which shall constitute an original, but all of which when taken together shall constitute but one instrument.
SECTION 7. Headings. The headings of this Second Supplemental Indenture are for reference only and shall not limit or otherwise affect the meaning hereof.
SECTION 8. 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 shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Second Supplemental Indenture.
SECTION 9. Separability. In case one or more of the provisions contained in this Second Supplemental Indenture or in the Securities 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 Second Supplemental Indenture or of the Securities, but this Second Supplemental Indenture and the Securities shall be construed as if such invalid or illegal or unenforceable provision had never been contained herein or therein.
SECTION 10. Successors and Assigns. All agreements of the Company in this Second Supplemental Indenture and the Securities shall bind its successors and all agreements of the Trustee in this Second Supplemental Indenture shall bind its successors.
IN WITNESS WHEREOF, the parties hereto have caused this Second Supplemental Indenture to be duly executed by their respective authorized officers as of the date first written above.
MW CUSTOM PAPERS, INC.
By: /s/ Karen R. Osar
----------------------------------------
Name: Karen R. Osar
Title: Vice President
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BANK ONE TRUST COMPANY, NA,
as Trustee
By: /s/ Benita A. Pointer
----------------------------------------
Name: Benita A. Pointer, CCTS
Title: Account Executive
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EXHIBIT 4.5
MEADWESTVACO CORPORATION
and
BANK ONE TRUST COMPANY, NA,
as Trustee
Third Supplemental Indenture
THIRD SUPPLEMENTAL INDENTURE (this "Third Supplemental Indenture"), dated as of December 31, 2002, between MEADWESTVACO CORPORATION, a Delaware corporation (the "Company"), and BANK ONE TRUST COMPANY, NA, a national banking association, as trustee (the "Trustee").
WHEREAS, THE MEAD CORPORATION, an Ohio corporation ("Mead"), has executed and delivered to the Trustee an Indenture (the "Indenture"), dated as of February 1, 1993, as amended from time to time, providing for the issuance and sale by Mead from time to time of its unsecured debentures, notes or other evidences of indebtedness (the "Securities", which term shall include any Securities issued under the Indenture after the date hereof);
WHEREAS, on December 31, 2002, pursuant to the Company's corporate restructuring plan, the Company and Mead shall enter into a series of related and substantially contemporaneous transactions as follows: (i) Mead will merge with and into MW Custom Papers, Inc., a Delaware corporation ("MW, Inc.") with MW, Inc. expressly assuming Mead's obligations under the Indenture pursuant to that certain second supplemental indenture to the Indenture dated the date hereof and (ii) immediately following the consummation of the transactions described in clause (i) hereof, MW, Inc. will convert into MW Custom Papers, LLC, a Delaware limited liability company ("MW, LLC") and MW LLC will, in turn, transfer its properties and assets substantially as an entirety to the Company;
WHEREAS, Section 801(1) of the Indenture requires the Company, after acquiring by transfer Mead's properties and assets substantially as an entirety, to expressly assume, by supplemental indenture, executed and delivered to the Trustee, in form satisfactory to the Trustee, the obligations and covenants of MW, LLC (having assumed such obligations and covenants by operation of law following MW, Inc.'s conversion into MW, LLC) to the Holders of the Securities (the "Successor Obligations");
WHEREAS, the Company proposes in and by this Third Supplemental Indenture to supplement and amend the Indenture in certain respects as it applies to Securities issued thereunder;
WHEREAS, the Company has requested that the Trustee execute and deliver this Third Supplemental Indenture and all requirements necessary to make this Third Supplemental Indenture a valid instrument in accordance with its terms and to make the Successor Obligations the valid obligations of the Company, and the execution and delivery of this Third Supplemental Indenture has been duly authorized in all respects.
NOW, THEREFORE, the Company and the Trustee hereby agree that the following Sections of this Third Supplemental Indenture supplement the Indenture with respect to Securities issued thereunder:
SECTION 1. Definitions. Capitalized terms used herein and not defined herein have the meanings ascribed to such terms in the Indenture.
SECTION 2. Representations of the Company. The Company represents and warrants for the benefit of the Trustee as follows: (i) it is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and (ii) the execution, delivery and performance by it of this Third Supplemental Indenture have been authorized and approved by all necessary corporate action on the part of it.
SECTION 3. Assumption and Agreements. (a) The Company hereby expressly assumes all of the obligations of MW, LLC under the Indenture and the Securities, including, but not limited to, (i) the due and punctual payment of the principal of (and premium, if any) and interest on all the Securities when due and (ii) the full and punctual performance of every covenant of and all other obligations under the Indenture on the part of MW, LLC to be performed or observed under the Indenture and the Securities.
(b) The Company further agrees that as of the date of this Third Supplemental Indenture, the Company hereby succeeds to and is substituted for Mead as the "Company" under the Indenture, with the same effect as if the Company had been an original party to the Indenture.
SECTION 4. This Third Supplemental Indenture. This Third Supplemental Indenture shall be construed as supplemental to the Indenture and shall form a part of it, and the Indenture is hereby incorporated by reference herein and each is hereby ratified, approved and confirmed.
SECTION 5. GOVERNING LAW. THIS THIRD SUPPLEMENTAL INDENTURE SHALL BE GOVERNED AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
SECTION 6. Counterparts. This Third Supplemental Indenture may be executed in two or more counterparts, each of which shall constitute an original, but all of which when taken together shall constitute but one instrument.
SECTION 7. Headings. The headings of this Third Supplemental Indenture are for reference only and shall not limit or otherwise affect the meaning hereof.
SECTION 8. 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 shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Third Supplemental Indenture.
SECTION 9. Separability. In case one or more of the provisions contained in this Third Supplemental Indenture or in the Securities 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 Third Supplemental Indenture or of the Securities, but this Third Supplemental Indenture and the Securities shall be construed as if such invalid or illegal or unenforceable provision had never been contained herein or therein.
SECTION 10. Successors and Assigns. All agreements of the Company in this Third Supplemental Indenture and the Securities shall bind its successors and all agreements of the Trustee in this Third Supplemental Indenture shall bind its successors.
IN WITNESS WHEREOF, the parties hereto have caused this Third Supplemental Indenture to be duly executed by their respective authorized officers as of the date first written above.
MEADWESTVACO CORPORATION
By: /s/ Karen R. Osar
-----------------------------------------
Name: Karen R. Osar
Title: Senior Vice President and
Chief Financial Officer
|
BANK ONE TRUST COMPANY, NA,
as Trustee
By: /s/ Benita A. Pointer
------------------------------------------
Name: Benita A. Pointer, CCTS
Title: Account Executive
|