Waiver #1 and Release dated 12/20/02 to and under Five-Year Credit Agreement

 Exhibit  10.45
  WAIVER NO. 1 AND RELEASE
 WAIVER NO. 1 AND RELEASE (this "Waiver"), dated as of December 20, 2002, to and under (a)
the Five-Year Credit Agreement, dated as of December 21, 2001, among MeadWestvaco Corporation (the "Borrower"), the Banks party thereto, The Bank of New York, as Administrative Agent, Bank One, N.A., as Syndication Agent, JP Morgan Chase
Bank, Citicorp USA, Inc. and Bank of America, N.A., as Documentation Agents, Barclays Bank plc, Commerzbank AG New York and Grand Cayman Branches, Fleet National Bank, The Bank of Nova Scotia and Wachovia Bank, as Managing Agents, and Sumitomo
Mitsui Banking Corporation and SunTrust Bank, as Co-Agents, as amended by Amendment No. 1, dated as of January 7, 2002, and Amendment No. 2, dated as of December 19, 2002 (as amended, supplemented or otherwise modified, the "Credit
Agreement"), and (b) the Guarantee Agreement (as defined in the Credit Agreement).
 RECITALS
 I.The Borrower is contemplating a corporate reorganization (the "Corporate
Reorganization") on December 31, 2002, as follows: (a) Westvaco shall merge into the Borrower with the Borrower as the surviving entity, (b) Mead shall merge (the "Mead Merger") into and with MW Custom Papers, Inc., a Delaware corporation
and a direct wholly-owned Domestic Subsidiary of the Borrower ("MW, Inc."), with MW Inc. as the surviving entity, and (c) immediately after the Mead Merger, MW, Inc. shall convert to MW Custom Papers, LLC, a limited liability
company, organized under the laws of the State of Delaware, of which the Borrower will be the sole member ("MW, LLC") and immediately thereafter distribute its properties and assets substantially as an entirety (with the exception of the
Chillicothe mill and the domestic specialty paper division) to the Borrower (the "Asset Distribution").
 II.In accordance with Section 5.7 of the Credit Agreement, immediately prior to the Corporate Reorganization
(including the Mead Merger), MW, Inc. shall execute and deliver to the Administrative Agent an assumption agreement supplemental to the Guarantee Agreement (which shall be in form and substance satisfactory to the Administrative Agent) pursuant to
which MW, Inc. shall, simultaneously with the consummation of the Mead Merger, assume all obligations of Mead under the Guarantee Agreement (the "Assumption Agreement").
 III.In connection with the foregoing, the
Borrower has requested certain waivers under, and certain changes to, the Loan Documents.
 IV.Unless the context otherwise requires, capitalized terms used herein and not defined herein shall have the meanings assigned to
such terms in the Credit Agreement.
 Accordingly, in consideration of the terms and conditions hereinafter set forth, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the
parties hereto agree as follows:
 


	In connection with the Mead Merger, the Administrative Agent and the Banks hereby waive any requirement under Section 5.7(a) of the Credit Agreement that the Borrower shall have
delivered to the Administrative Agent an officer's certificate and opinion of counsel.


	Immediately following the consummation of the Asset Distribution and the other transactions contemplated by the Corporate
Reorganization, Mead, together with any and all of its successors and assigns (including MW, Inc. and MW, LLC), shall be automatically released from any and all obligations under the Guarantee Agreement (other than those that expressly survive the
expiration or other termination thereof).


	Paragraphs 1 and 2 hereof shall not be effective unless and until each of the following conditions shall have been satisfied:



	The
Administrative Agent shall have received (1) from each Loan Party and Required Banks either (x) a counterpart of this Amendment signed on behalf of such Person or (y) written evidence satisfactory to the Administrative Agent (which may
include facsimile transmission of a signed signature page of this Amendment) that such Person has signed a counterpart of this Amendment, (2) the Assumption Agreement, and (3) evidence reasonably satisfactory to the Administrative Agent that all
guaranties by Mead, MW, Inc., and/or MW, LLC of obligations under the Borrower's Indenture dated April 2, 2002 and under Westvaco's Indenture dated March 1, 1983 will, substantially simultaneously with the effectiveness of this Waiver, cease to be
of any force or effect.


	The Other Credit Agreement shall have been amended (on substantially the same terms and conditions as this Amendment) substantially simultaneously with the execution and delivery
hereof.


	Each of the Borrower, and each Guarantor by consenting hereto, hereby (i) reaffirms and admits the validity and enforceability of each Loan Document and its obligations thereunder, and agrees and admits
that it has no defense to or offset against any such obligation, and (ii) represents and warrants that no Default has occurred and is continuing and that all of the representations and warranties contained in the Loan Documents are true and correct,
except as the context thereof otherwise requires and except for those representations and warranties which by their terms or by necessary implication are expressly limited to a state of facts existing at a time prior to the date hereof, or such
other matters relating thereto as are identified in a writing to the Administrative Agent and the Lenders and are satisfactory to the Administrative Agent and the Lenders.


	This Amendment may be signed in any number of
counterparts, each of which shall be an original, with the same effect as if the signatures hereto were upon the same instrument. This Amendment constitutes the entire agreement and understanding among the parties hereto and supersedes any and all
prior agreements and understandings, oral or written, relating to the subject matter hereof.


	Each Loan Document shall in all other respects remain in full force and effect.


	THIS
AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK. 

IN WITNESS WHEREOF, the parties hereto have caused this Waiver No. 1 and Release to be duly executed by their
respective authorized officers as of the day and year first above written.
	 MEADWESTVACO CORPORATION
 
	 By: /s/ Karen R. Osar
 
	 Name: Karen R. Osar
 
	 Title: Senior Vice-President and Chief Financial Officer
 
	  
 
	Consented to and Agreed:
 
        THE MEAD CORPORATION By: /s/ Karen R. Osar
 Name: Karen R. Osar
 Title: Senior Vice-President and Chief
Financial Officer
 
 WESTVACO CORPORATION
 By: /s/ Karen R. Osar
 Name: Karen R. Osar
 Title: Senior Vice-President and Chief
Financial Officer 
  
 	 THE BANK OF NEW YORK, as a Bank and as the Administrative Agent 
 By: /s/ Eliza S. Adams Name:
Eliza S. Adams Title: Vice President       
 BANK ONE, NA, as a Bank and as the Syndication Agent
  By: 
 Name: 
 Title: 
       
 BANK OF AMERICA,
N.A.
  By: 
 Name: 
 Title: 
 
     CITICORP USA, INC.
  By: 
 Name: 
 Title: 
 
    
 
 JP MORGAN CHASE BANK
  By: 
 Name: 
 Title: 
 
      
 BARCLAYS BANK PLC
  By: 
 Name: 

Title: 
 
      
 COMMERZBANK AG NEW YORK AND GRAND CAYMAN BRANCHES
  By: 
 Name: 
 Title: 
 
  
 By: 
 Name: 
 Title: 
 
      
 FLEET NATIONAL BANK

 By: 
 Name: 
 Title: 
 
      
 THE BANK OF NOVA SCOTIA
  By: 
 Name: 
 Title: 
 
 
    
 WACHOVIA BANK
  By: 
 Name: 
 Title:

 
      
 SUMITOMO MITSUI BANKING CORPORATION
  By: 
 Name: 
 Title: 
 
      
 SUNTRUST BANK
 
By: 
 Name: 
 Title: 
 
      
 BANK OF TOKYO-MITSUBISHI TRUST COMPANY
  By: 
 Name: 
 Title: 
 

     
 BNP PARIBAS
  By: 
 Name: 
 Title:

 
  
 By: 
 Name: 
 Title: 
   
  ING CAPITAL LLC
  By: 
 Name: 
 Title: 
 
      
 MELLON BANK NA
  By: 
 Name: 

Title: 
 
      
 NATIONAL CITY BANK
  By:

 Name: 
 Title: 
 
      
 THE
NORTHERN TRUSTS COMPANY
  By: 
 Name: 
 Title: 
 
    
 
 THE ROYAL BANK OF SCOTLAND PLC
  By: 
 Name: 
 Title:

 
      
 UBS AG, STAMFORD BRANCH
  By: 
 Name: 
 Title: 
 By: 
 Name: 
 Title: 

     FIFTH THIRD BANK
  By: 
 Name: 
 Title:

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