EXHIBIT 4.3
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MEADWESTVACO CORPORATION
and
DEUTSCHE BANK TRUST COMPANY AMERICAS,
as Trustee
______________________________
Sixth Supplemental Indenture
Dated as of December 31, 2002
______________________________
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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 XXXX CORPORATION, an Ohio corporation ("Xxxx"), 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
Xxxx 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 Xxxx shall enter into a series of related
and substantially contemporaneous transactions as follows: (i) Xxxx will merge
with and into MW Custom Papers, Inc., a Delaware corporation ("MW, Inc.") with
MW, Inc. expressly assuming Xxxx'x 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 Xxxx'x 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.
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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
Xxxx 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
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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.
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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/ Xxxxx X. Xxxx
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Name: Xxxxx X. Xxxx
Title: Senior Vice President and
Chief Financial Officer
DEUTSCHE BANK TRUST COMPANY AMERICAS,
as Trustee
By: /s/ Xxxxx Xxxxxxxxxxxx
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Name: Xxxxx Xxxxxxxxxxxx
Title: Associate
