EXHIBIT 4.1
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MEADWESTVACO CORPORATION
and
THE BANK OF NEW YORK,
as Trustee
______________________________
Second Supplemental Indenture
Dated as of December 31, 2002
______________________________
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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,
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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
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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.
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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/ Xxxxx X. Xxxx
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Name: Xxxxx X.Xxxx
Title: Senior Vice President and
Chief Financial Officer
THE BANK OF NEW YORK,
as Trustee
By: /s/ Xxxxx X. Xxxxxx
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Name: Xxxxx X. Xxxxxx
Title: Assistant Treasurer
