NOTE
THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE
HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY OR A
NOMINEE OF A DEPOSITORY. THIS NOTE IS EXCHANGEABLE FOR NOTES REGISTERED IN THE
NAME OF A PERSON OTHER THAN THE DEPOSITORY OR ITS NOMINEE ONLY IN THE LIMITED
CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS NOTE (OTHER
THAN A TRANSFER OF THIS NOTE AS A WHOLE BY THE DEPOSITORY TO A NOMINEE OF THE
DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR ANOTHER
NOMINEE OF THE DEPOSITORY) MAY BE REGISTERED EXCEPT IN LIMITED CIRCUMSTANCES.
UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY (00 XXXXX XXXXXX, XXX XXXX, XXX XXXX) TO THE ISSUER OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED
IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT HEREON
IS MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY A PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO.,
HAS AN INTEREST HEREIN.
No. o CUSIP No. o
ISIN Xx.XX o
INTERNATIONAL PAPER COMPANY
FLOATING RATE NOTE DUE JULY 8, 2002
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 FOUR HUNDRED MILLION Dollars
($400,000,000) on July 8, 2002, and to pay interest on said principal sum from
June 14, 2000 to, but excluding, October 8, 2000 at a rate per annum equal to
7.67% (the "Initial Floating Interest Rate") and thereafter at a rate per annum
equal to LIBOR (as defined below) plus 0.8% payable quarterly on January 8,
April 8, July 8 and October 8, commencing on October 8, 2000 (each, the
"Floating Interest Payment Date"). If any Floating Interest Payment Date (other
than the Stated Maturity Date) falls on a day that is not a Business Day, the
Floating Interest Payment Date shall be the following day that is a Business
Day, except that if such Business Day is in the next succeeding calendar month,
the Floating Interest Payment Date shall be the next preceding day that is a
Business Day. If the Stated Maturity Date of the Notes falls on a day that is
not a Business Day, the payment of principal and interest shall be made on the
next succeeding Business Day, and no interest on such payment shall accrue for
the period from and after the Stated Maturity Date.
The rate of interest on the Notes shall be reset quarterly (the
"Floating Rate Interest Reset Period," and the first day of each Floating
Interest Reset Period shall be a "Floating Interest Reset Date"). The Floating
Interest Reset Dates shall be January 8, April 8, July 8 and October 8;
provided, however, that the interest rate in effect from the date of issue to
the first Floating Interest Reset Date with respect to the Notes shall be the
Initial Floating Interest Rate. If any Floating Interest Reset Date is a day
that is not a Business Day, the Floating Interest Reset Date shall be postponed
to the next succeeding Business Day, except that if such Business Day is in the
next succeeding calendar month, that Floating Interest Reset Date shall be the
next preceding Business Day. Interest payments for the Notes shall be the amount
of interest accrued from the date of issue or from the last date to which
interest has been paid to, but excluding, the Floating Interest Payment Date or
Stated Maturity Date, as the case may be.
Accrued interest on any Note shall be calculated by multiplying the
principal amount of the Notes by an accrued interest factor, to be computed by
adding the interest factors calculated for each date in the period for which
interest
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is being paid. The interest factor for each date shall be computed by dividing
the interest rate applicable to that day by 360. All percentages used in or
resulting from any calculation of the rate of interest on a Note shall be
rounded, if necessary, to the nearest one-hundredth-thousandth of a percentage
point (.0000001), with five one-millionths of a percentage point rounded upward,
and all dollar amounts used in or resulting from such calculation shall be
rounded to the nearest cent, with one-half cent rounded upward. The interest
rate in effect on any Floating Interest Reset Date shall be the applicable rate
as reset on such date. The interest rate applicable to any day that is not a
Floating Interest Reset Date shall be the interest rate from the immediately
preceding Floating Interest Reset Date, or, if none, the Initial Floating
Interest Rate.
The "Floating Interest Determination Date" pertaining to a Floating
Interest Reset Date shall be the second London banking day preceding that
Floating Interest Reset Date. "London banking day" means any day on which
dealings in deposits in U.S. dollars are transacted in the London interbank
market.
"LIBOR" for each Floating Interest Reset Date shall be determined by
the Calculation Agent as follows:
(i) As of the Floating Interest Determination Date, the
Calculation Agent shall determine LIBOR as the rate for
deposits in U.S. dollars for a period of three months,
commencing on that Floating Interest Determination Date, that
appears on Page 3750 on Bridge Telerate Inc., or any successor
page, at approximately 11:00 a.m., London time, on that
Floating Interest Determination Date. If no rate appears,
LIBOR in respect of that Floating Interest Determination Date
shall be determined as described in (ii) below.
(ii) With respect to a Floating Interest Determination Date on
which no rate appears, the Calculation Agent shall request the
principal London offices of each of four major reference banks
in the London interbank market, as selected by the Calculation
Agent after consultation with us, to provide the Calculation
Agent with its offered quotation for deposits in U.S. dollars
for the period of three months, commencing on the second
London banking day immediately following the Floating Interest
Determination Date, to prime banks in the London interbank
market at approximately 11:00 a.m. London time, on that
Floating Interest Determination Date and in a principal amount
that is representative of a single transaction in U.S. dollars
in that market at that time. If at least two quotations are
provided, LIBOR for the Floating Interest Determination Date
shall be the arithmetic mean of those
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quotations. If fewer than two quotations are provided, LIBOR
will be determined for the applicable Floating Interest Reset
Date as the arithmetic mean of the rates quoted at
approximately 11:00 a.m., New York time, on that Floating
Interest Reset Date, by three major banks in New York City, as
selected by the Calculation Agent after consultation with the
Company, for loans in U.S. dollars to leading European banks,
for a period of three months, commencing on that Floating
Interest Reset Date, and in a principal amount that is
representative of a single transaction in U.S. dollars in that
market at that time. If the banks so selected by the
Calculation Agent are not quoting as mentioned above, LIBOR in
effect for the applicable period shall be the same as LIBOR
for the immediately preceding Floating Interest Reset Period,
or, if there was no Floating Interest Reset Period, the rate
of interest payable shall be the Initial Floating Interest
Rate.
Upon the request of the Holder, The Bank of New York, as calculation
agent (the "Calculation Agent") shall provide the interest rate effective at
such time and, if determined, the interest rate that shall become effective on
the next Floating Interest Reset Date with respect to this Note.
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 o day of o, 2000.
INTERNATIONAL PAPER COMPANY
By:________________________________
Name:
Title:
Attest:
By:_________________________
Name:
Title:
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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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 Floating
Rate Notes Supplemental Indenture dated as of June 14, 2000, 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"), beginning on or after July 8, 2001, and the eighth day of each
month thereafter, at a redemption price equal to the accrued and unpaid interest
on the Notes so redeemed to the date fixed for redemption, plus 100% of the
principal amount thereof (the "Optional Redemption Price").
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 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 Global
Notes, 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 will be issued in the
name of the Holder hereof upon the cancellation hereof.
In the event that a Registration Default (as defined in the
Registration Rights Agreement) occurs, then the Company shall pay additional
interest (in addition to the interest otherwise due hereon) ("Additional
Interest") to the Holder during the period immediately following the occurrence
of any such Registration Default in an amount equal to 0.25% per annum
(regardless of the number of Registration Defaults) from and including the date
on which any such
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Registration Default shall occur (subject to the terms of the Registration
Rights Agreement) to but excluding the date on which all such Registration
Defaults have been cured. The Company shall pay amounts due in respect of
Additional Interest on each Interest Payment Date (or, if the Company shall
default in the payment of interest on any Interest Payment Date, on the date
such interest is otherwise paid as provided in the Indenture).
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
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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 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.
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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.
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FORM OF TRANSFER NOTICE
FOR VALUE RECEIVED the undersigned registered holder hereby sell(s),
assign(s) and transfer(s) unto
Insert Taxpayer Identification No.
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Please print or typewrite name and address including zip code of assignee
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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: _________________________
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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 in Amount of Increase in Principal Amount of this authorized signatory of
Date of Principal Amount of Principal Amount of Global Note following such Trustee or Securities
Exchange this Global Note this Global Note decrease or increase Custodian
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