Second Supplemental Indenture between MeadWestvaco Corporation and The Bank of New York (December 31, 2002)
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Summary
This agreement is a supplemental indenture between MeadWestvaco Corporation and The Bank of New York, acting as trustee. It formalizes MeadWestvaco's assumption of all obligations previously held by Westvaco Corporation under an existing indenture, following a corporate merger. MeadWestvaco agrees to fulfill all payment and performance duties related to outstanding securities originally issued by Westvaco. The agreement ensures continuity for security holders and binds both parties and their successors to its terms. It is governed by New York law and takes effect as of December 31, 2002.
EX-4.1 3 mead8kex41.txt MEADWESTVACO SECOND SUPP. INDENTURE EXHIBIT 4.1 ================================================================================ MEADWESTVACO CORPORATION and THE BANK OF NEW YORK, as Trustee ______________________________ Second Supplemental Indenture Dated as of December 31, 2002 ______________________________ ================================================================================ 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, -2- 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 -3- 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. -4- 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 THE BANK OF NEW YORK, as Trustee By: /s/ Kisha A. Holder ------------------------------------------ Name: Kisha A. Holder Title: Assistant Treasurer
