INTERNATIONAL PAPER COMPANY
UNDERWRITING AGREEMENT
STANDARD PROVISIONS (PREFERRED STOCK)
From time to time, International Paper Company,
a New York corporation (the "Company"), may enter into
one or more underwriting agreements that provide for the
sale of designated securities (the "Offered Securities")
to the several underwriters named therein. The standard
provisions set forth herein may be incorporated by
reference in any such underwriting agreement (an
"Underwriting Agreement"). The Underwriting Agreement,
including the provisions incorporated therein by
reference, is herein referred to as this Agreement.
Unless otherwise defined herein, terms defined in the
Underwriting Agreement are used herein as therein
defined.
I.
The Company proposes to issue from time to time
shares of its serial preferred stock, $1.00 par value
(the "Preferred Stock Shares") or Depositary Shares (as
defined below). If the Prospectus (as defined below) so
provides, the Preferred Stock Shares shall be deposited
by the Company against delivery of receipts (the
"Depositary Receipts") to be issued by the bank or trust
company named in the Prospectus as the depositary (such
bank or trust company being referred to herein as the
"Depositary") under a Deposit Agreement, to be dated as
of the date specified in the Prospectus (the "Deposit
Agreement"), among the Company, the Depositary and the
holders from time to time of the Depositary Receipts
issued thereunder. Such Depositary Receipts will
evidence Depositary Shares (the "Depositary Shares") and
each Depositary Share will represent the fractional
interest in a Preferred Stock Share specified in the
Prospectus. The Preferred Stock Shares or the Depositary
Shares, as the case may be, are herein referred to as the
"Securities."
The Company has filed with the Securities and
Exchange Commission (the "Commission") a registration
statement, including a prospectus, relating to the
Securities and has filed with, or mailed for filing to,
the Commission a prospectus supplement or supplements
specifically relating to the Offered Securities pursuant
to Rule 424 under the Securities Act of 1933, as amended
(the "Act"). The term "Registration Statement" means the
registration statement as amended to the date of the
Underwriting Agreement. The term "Basic Prospectus"
means the prospectus included in the Registration
Statement. The term "Prospectus" means the Basic
Prospectus together with the prospectus supplement (other
than a preliminary prospectus supplement) specifically
relating to the Offered Securities as filed with, or
mailed for filing to, the Commission pursuant to Rule
424. The term preliminary prospectus means a preliminary
prospectus supplement specifically relating to the
Offered Securities together with the Basic Prospectus.
As used herein, the terms "Registration Statement,"
"Basic Prospectus," "Prospectus" and "preliminary
prospectus" shall include, in each case, the material, if
any, incorporated by reference therein.
The Offered Securities shall include the Firm
Securities (the "Firm Securities") which the Underwriters
have agreed to purchase on the Closing Date together with
any Optional Securities (as hereinafter defined) which
the Underwriters may elect to purchase pursuant to
Article IV hereof. The term "Underwriters' Securities"
means the Offered Securities to be purchased by the
Underwriters herein (after giving effect to the
deduction, if any, for Contract Securities (as
hereinafter defined). The term "Contract Securities"
means the Offered Securities, if any, to be purchased
pursuant to the Delayed Delivery Contracts (as
hereinafter defined)).
II.
If the Prospectus provides for sales of Offered
Securities pursuant to delayed delivery contracts, the
Company hereby authorizes the Underwriters to solicit
offers to purchase Contract Securities on the terms and
subject to the conditions set forth in the Prospectus
pursuant to delayed delivery contracts substantially in
the form of Schedule I attached hereto ("Delayed Delivery
Contracts") but with such changes therein as the Company
may authorize or approve. Delayed Delivery Contracts are
to be with institutional investors approved by the
Company and of the types set forth in the Prospectus. On
the Closing Date (as hereinafter defined), the Company
will pay the party which signs the Underwriting Agreement
as manager (the "Manager") as compensation, for the
accounts of the Underwriters, the fee set forth in the
Underwriting Agreement with respect to the Contract
Securities. The Underwriters will not have any
responsibility in respect of the validity or their
performance of Delayed Delivery Contracts.
If the Company executes and delivers Delayed
Delivery Contracts with institutional investors, the
Contract Securities shall be deducted from the Offered
Securities to be purchased by the several Underwriters
and the aggregate principal amount of Offered Securities
to be purchased by each Underwriter shall be reduced pro
rata in proportion to the number of Offered Securities
set forth opposite each Underwriter's name in the
Underwriting Agreement, except to the extent that the
Manager determines that such reduction shall be otherwise
and so advises the Company.
III.
The Company is advised by the Manager that the
Underwriters propose to make a public offering of their
respective portions of the Underwriters' Securities as
soon after this Agreement is entered into as in the
Manager's judgment is advisable. The terms of the public
offering of the Underwriters' Securities are set forth in
the Prospectus.
IV.
The Company may specify in the Underwriting
Agreement applicable to any Firm Securities that the
Company grants to the Underwriters the right (an "Over-
allotment Option") to purchase at their election up to
the number of Securities (the "Optional Securities") set
forth in the Underwriting Agreement. Upon written notice
from the Manager given to the Company not more than 30
days subsequent to the date of the initial offering of
the Securities, the Underwriters may purchase all or less
than all of the Optional Securities, which shall be at
the purchase price per Security to be paid for the Firm
Securities. Such Optional Securities shall be purchased
for the account of each Underwriter in the same
proportion as the number of shares of Firm Securities set
forth opposite such Underwriter's name bears to the total
number of shares of Firm Securities (subject to
adjustment by the Manager to eliminate fractions) and may
be purchased by the Underwriters only for the purpose of
covering over-allotments made in connection with the sale
of the Firm Securities. No Optional Securities shall be
sold or delivered unless the Firm Securities previously
have been, or simultaneously are, sold and delivered.
The right to purchase the Optional Securities or any
portion thereof may be surrendered and terminated at any
time upon notice by the Manager to the Company.
V.
Payment for the Underwriters' Securities shall
be made by wire transfer or by certified or official bank
check or checks payable to the order of the Company in
New York Clearing House or similar next day funds at the
time and place set forth in the Underwriting Agreement,
upon delivery to the Manager for the respective accounts
of the several Underwriters of the Underwriters'
Securities registered in such names and in such
denominations as the Manager shall request in writing not
less than two full business days prior to the date of
delivery. For the purpose of expediting the checking and
packaging of the Underwriters' Securities, such
Underwriters' Securities shall be available for
inspection by the Manager not later than 2:00 P.M., New
York City time, on the business day prior to the Closing
Date (as hereinafter defined). The time and date of such
payment and delivery with respect to the Firm Securities
is herein referred to as the "First Closing Date", and
with respect to the Optional Securities, if any, is
herein referred to as the "Second Closing Date," which
may be the First Closing Date (the First Closing Date and
the Second Closing Date, if any, being sometimes referred
to herein as a "Closing Date").
VI.
The several obligations of the Underwriters to
purchase and pay for the Firm Securities on the First
Closing Date and the Optional Securities on the Second
Closing Date are subject to the following conditions:
(a) The representations and warranties of
the Company contained herein shall be true and correct in
all material respects on such Closing Date, and the
Company shall have complied with its agreements
hereunder.
(b) The Prospectus as amended or
supplemented in relation to the Underwriters' Securities
shall have been filed with the Commission pursuant to
Rule 424 within the applicable time period prescribed for
such filing by the rules and regulations under the Act.
No stop order suspending the effectiveness of the
Registration Statement shall be in effect, and no
proceedings for such purpose shall be pending before or
threatened by the Commission; and all requests for
additional information on the part of the Commission
shall have been complied with to the Underwriters'
satisfaction; and there shall have been no material
adverse change in the condition (financial or otherwise)
of the Company and its subsidiaries, taken as a whole, or
in the earnings or business affairs of the Company and
its subsidiaries, taken as a whole, whether or not
arising in the ordinary course of business, from that set
forth in the Registration Statement and the Prospectus.
(c) The Company shall have furnished to
the Manager, on such Closing Date, a certificate, dated
as of such Closing Date, of an authorized executive
officer of the Company stating that:
(i) The representations, warranties and
agreements of the Company herein are true and
correct in all material respects as of such Closing
Date; the Company has complied in all material
respects with its agreements contained herein; and
the conditions set forth in clause (b) above have
been fulfilled; and
(ii) Such officer has carefully examined
the Registration Statement and Prospectus and, in
such officer's opinion, (A) as of the date of the
Prospectus, (1) the Registration Statement did not
contain an untrue statement of a material fact or
omit to state a material fact required to be stated
therein or necessary to make the statements therein
not misleading and (2) the Prospectus did not
include an untrue statement of a material fact or
omit to state a material fact required to be stated
therein or necessary in order to make the statements
therein, in the light of the circumstances under
which they were made, not misleading; and (B) since
the date of the Prospectus, no event has occurred
which should have been set forth in a supplement to
or amendment of the Prospectus which has not been
set forth in such a supplement or amendment.
(d) The Manager shall have received, on
such Closing Date, an opinion of the counsel for the
Company, dated as of such Closing Date, in substantially
the form set forth as Exhibit A.
(e) The Manager shall have received, on
such Closing Date, an opinion of the counsel for the
Underwriters, dated as of such Closing Date, in
substantially the form set forth as Exhibit B and Exhibit
C.
(f) The Manager shall have received, on
such Closing Date, a letter dated as of such Closing
Date, in form and substance satisfactory to the Manager,
from Arthur Andersen & Co., independent public
accountants, containing statements and information of the
type ordinarily included in accountants' "comfort
letters" to underwriters with respect to the financial
statements and certain financial information contained in
or incorporated by reference into the Registration
Statement and the Prospectus and with respect to certain
changes since the date of such financial statements and
financial information.
(g)(i) Neither the Company nor any of
its subsidiaries shall have sustained since the date of
the latest audited financial statements included or
incorporated by reference in the Prospectus as amended or
supplemented any loss or interference with its business
from fire, explosion, flood or other calamity, whether or
not covered by insurance, or from any labor dispute or
court or governmental action, order or decree, otherwise
than as set forth or contemplated in the Prospectus as
amended or supplemented, and (ii) since the respective
dates as of which information is given in the Prospectus
as amended or supplemented there shall not have been any
change in the capital stock or long-term debt of the
Company or any of its subsidiaries or any change, or any
development involving a prospective change, in or
affecting the general affairs management, financial
position, stockholders' equity or results of operations
of the Company and its subsidiaries, otherwise than as
set forth or contemplated in the Prospectus as amended or
supplemented, the effect of which, in any such case
described in clause (i) or (ii), is, in the sole judgment
of the Manager, so material and adverse that proceeding
with the public offering or the delivery of the Offered
Securities on the terms and in the manner contemplated in
the Prospectus as amended or supplemented would be
impracticable.
(h) On or after the date of the Pricing
Agreement relating to the Offered Securities (i) no
downgrading shall have occurred in the rating accorded
the Company's debt securities or preferred stock by any
"nationally recognized statistical rating organization,"
as that term is defined by the Commission for purposes of
Rule 436(g)(2) under the Act or any public announcement
that any such organization has under surveillance or
review its rating of any debt securities or preferred
stock of the Company (other than an announcement with
positive implications of a possible upgrading, and no
implication of possible downgrading, of such rating) and
(ii) no suspension or material limitation on trading in
securities generally on the New York Stock Exchange or of
any securities of the Company on any exchange or in the
over-the-counter market shall have occurred.
VII.
In further consideration of the agreements of
the Underwriters contained in this Agreement, the Company
covenants as follows:
(a) To furnish the Manager, without
charge, as many copies of the Registration Statement,
only one of which need include exhibits and materials, if
any, incorporated by reference therein, as the Manager
may reasonably request and, during the period mentioned
in clause (c) below, as many copies of the Prospectus,
any documents incorporated by reference therein and any
supplements and amendments thereto as the Manager may
reasonably request. The terms "supplement" and
"amendment" or "amend" as used in this Agreement with
respect to the Registration Statement or Prospectus shall
include all documents filed by the Company with the
Commission subsequent to the date of the Basic
Prospectus, pursuant to the Securities Exchange Act of
1934, as amended (the "Exchange Act"), which are deemed
to be incorporated by reference in the Prospectus.
(b) To prepare the Prospectus, as amended
and supplemented, in relation to the applicable Offered
Securities in the form approved by the Manager and to
file such Prospectus pursuant to Rule 424(b) under the
Act not later than the Commission's close of business on
the second day following the execution and delivery of
the Underwriting Agreement relating to the applicable
Offered Securities, and before amending or supplementing
the Registration Statement or the Prospectus with respect
to the Offered Securities, to promptly advise and furnish
the Manager with a copy of each such proposed amendment
or supplement.
(c) If, during such period after the
commencement of the public offering of the Offered
Securities that counsel for the Underwriters is of the
opinion that the Prospectus is required by law to be
delivered with respect thereto, any event shall occur as
a result of which the Prospectus as then amended or
supplemented would, in the opinion of Underwriters'
counsel, include any untrue statement of a material fact
or omit to state a material fact necessary in order to
make the statements therein, in the light of the
circumstances then existing, not misleading, or if, in
the opinion of Underwriters' counsel, it is necessary to
amend or supplement the Prospectus to comply with law,
forthwith at the Company's own expense, to amend or to
supplement the Prospectus and to furnish such amendment
or supplement to the Underwriters, so as to correct such
statement or omission or effect such compliance.
(d) Endeavor to qualify the Offered
Securities for offer and sale under the securities or
Blue Sky laws of such jurisdictions as the Manager shall
reasonably request and to pay all expenses (including
fees and disbursements of counsel) in connection with
such qualification and in connection with the
determination of the eligibility of the Offered
Securities for investment under the laws of such
jurisdictions as the Manager may designate.
(e) To make generally available to the
Company's security holders as soon as practicable, but no
later than 18 months after the effective date of the
Registration Statement (as defined in Rule 158(c)), an
earnings statement, which shall satisfy the provisions of
Section 11(a) of the Act and the rules and regulations
thereunder.
(f) During the period beginning on the
date of the Underwriting Agreement and continuing to and
including the earlier of (i) the date of notice to the
Company by the Manager of the termination of trading
restrictions, if any, with respect to the Offered
Securities imposed by any agreement among Underwriters or
(ii) the applicable Closing Date, not to offer, sell,
contract to sell or otherwise dispose of any securities
of the Company substantially similar to the Offered
Securities or Securities convertible into or exercisable
or exchangeable for securities of the Company which are
substantially similar to the Offered Securities (except
issuances upon the conversion of securities or the
exercise of warrants outstanding on the date of the
Underwriting Agreement), without the prior written
consent of the Manager.
(g) To advise the Manager promptly (i)
when any post-effective amendment to the Registration
Statement relating to or covering the Offered Securities
becomes effective, (ii) of any request or proposed
request by the Commission for an amendment or supplement
to the Registration Statement or to any Prospectus
(insofar as the amendment or supplement relates to or
covers the Offered Securities), (iii) of the issuance by
the Commission of any stop order suspending the
effectiveness of the Registration Statement or any order
directed to any Prospectus or any document incorporated
therein by reference or the initiation or threat of any
stop order proceeding or of any challenge to the accuracy
or adequacy of any document incorporated by reference in
any Prospectus (insofar as any such issuance or challenge
relates to or covers the Offered Securities), (iv) of
receipt by the Company of any notification with respect
to the suspension of the qualification of the Offered
Securities for sale in any jurisdiction or the initiation
or threat of any proceeding for that purpose and (v) of
the happening of any event which makes untrue any
statement of a material fact made in the Registration
Statement or any Prospectus or which requires the making
of a change in the Registration Statement or any
Prospectus in order to make any material statement
therein not misleading (insofar as the Registration
Statement or Prospectus relates to or covers the Offered
Securities).
(h) If, during the period referred to in
clause (c) above, the Commission shall issue a stop order
suspending the effectiveness of the Registration
Statement, to make every reasonable effort to obtain the
lifting of that order at the earliest possible time.
(i) To pay the costs of printing this
Agreement and the Delayed Delivery Contracts, if any, the
fees paid to rating agencies in connection with the
rating of the Securities, including the Offered
Securities, and all other costs and expenses incident to
the performance of the Company's obligations under this
Agreement; provided that, except as provided otherwise
herein, the Underwriters shall pay their own costs and
expenses, including the fees and expenses of their
counsel, any transfer taxes on the Offered Securities
which they may sell, the expenses incident to the
performance of the Company's obligations under this
Agreement, and the expenses of advertising any offering
of the Offered Securities made by the Underwriters.
(j) Until the termination of the offering
of the Offered Securities, to file all documents, and any
amendments to previously filed documents, required to be
filed by the Company pursuant to Sections 13(a), 13(c),
14 or 15(d) of the Exchange Act in a timely manner.
VIII.
The Company represents and warrants to each
Underwriter as follows:
(a) The Registration Statement has become
effective; (ii) each document, if any, filed or to be
filed pursuant to the Exchange Act and incorporated by
reference in the Prospectus complied or will comply when
so filed in all material respects with such Act and the
applicable rules and regulations thereunder and, except
as otherwise disclosed to the Manager, no order directed
to any document incorporated by reference in the
Prospectus has been issued, (iii) each part of the
Registration Statement (including the documents
incorporated by reference therein), filed with the
Commission pursuant to the Act relating to the
Securities, when such part became effective, did not
contain any untrue statement of a material fact or omit
to state a material fact required to be stated therein or
necessary to make the statements therein not misleading,
(iv) each preliminary prospectus, if any, filed pursuant
to Rule 424 under the Act complied when so filed in all
material respects with such Act and the applicable rules
and regulations thereunder, (v) the Registration
Statement and the Prospectus comply and, as amended or
supplemented, if applicable, will comply in all material
respects with the Act and the applicable rules and
regulations thereunder, (vi) (1) the Registration
Statement does not contain and, as amended or
supplemented, if applicable, will not contain any untrue
statement of a material fact or omit to state a material
fact required to be stated therein or necessary to make
the statements therein not misleading, and (2) the
Prospectus does not contain and, as amended or
supplemented, if applicable, will not contain any untrue
statement of a material fact or omit to state a material
fact necessary in order to make the statements therein,
in the light of the circumstances under which they were
made, not misleading, except that these representations
and warranties do not apply to statements or omissions in
the Registration Statement, any preliminary prospectus or
the Prospectus based upon information furnished to the
Company in writing by any Underwriter through the Manager
expressly for use therein.
(b) The Registration Statement and the
Prospectus conform, and any further amendments or
supplements to the Registration Statement or the
Prospectus will conform, in all material respects to the
requirements of the Act and the rules and regulations of
the Commission thereunder and do not and will not, as of
the applicable effective date as to the Registration
Statement and any amendment thereto and as of the
applicable filing date as to the Prospectus and any
amendment or supplement thereto, contain an untrue
statement of a material fact or omit to state a material
fact required to be stated therein or necessary to make
the statements therein not misleading; provided, however,
that this representation and warranty shall not apply to
any statements or omissions made in reliance upon and in
conformity with information furnished to the Company by
an Underwriter of Offered Securities directly or through
the Manager expressly for use in the Prospectus as
amended or supplemented relating to such Securities;
(c) Neither the Company nor any of its
subsidiaries is in violation of its corporate charter or
by-laws or in default under any agreement, indenture,
mortgage, lease, note or instrument, which violation or
default would have a material adverse effect on the
assets, operations, condition (financial and otherwise)
or the prospects of the Company and its subsidiaries
taken as a whole (a "Material Adverse Effect"); the
execution, delivery and performance of this Agreement,
the Deposit Agreement, if any, and any Delayed Delivery
Contracts and compliance by the Company with the
provisions of the Offered Securities will not (1)
conflict with, result in the creation or imposition of
any lien, charge or encumbrance upon any of the assets of
the Company or any of its subsidiaries pursuant to the
terms of, or constitute a default under, any agreement,
indenture or instrument, or result in a violation of the
corporate charter or by-laws of the Company or any of its
subsidiaries or any order, rule or regulation of any
court or governmental agency having jurisdiction over the
Company, any of its subsidiaries or their respective
properties or (2) have a Material Adverse Effect; and
except as required by the Act, the Exchange Act and
applicable state securities or Blue Sky laws, no consent,
authorization or order of, or filing or registration
with, any court or governmental agency is required for
the execution, delivery and performance by the Company of
this Agreement, the Deposit Agreement, if any, or the
Delayed Delivery Contracts, if any.
(d) Except as described in or
contemplated by the Registration Statement and the
Prospectus, since the dates as of which information is
given in the Registration Statement and the Prospectus,
no Material Adverse Effect has occurred.
(e) Each of the accountants whose reports
are incorporated by reference in the Prospectus are
independent public accountants as required by the Act and
the applicable rules and regulations thereunder.
(f) On the applicable Closing Date, (i)
the Offered Securities will have been validly authorized
and, upon payment therefor as provided in this Agreement,
will be validly issued and fully paid and nonassessable
and will have the rights set forth in the Company's
Restated Certificate of Incorporation, including the
applicable certificate of designation filed under Section
502 of the Business Corporation Law of the State of New
York and which will have been timely filed, (ii) the
Deposit Agreement in respect of the Depositary Shares, if
any, will have been validly authorized, executed and
delivered and will constitute, a legally binding
obligation of the Company, (iii) the Delayed Delivery
Contracts, if any, will have been validly authorized,
executed and delivered and will constitute legally
binding obligations of the Company, and (iv) the Offered
Securities and the Deposit Agreement, if any, will
conform to the descriptions thereof contained in the
Prospectus.
(g) The Company and each of its
subsidiaries have been duly incorporated, are validly
existing and in good standing under the laws of their
respective jurisdictions of incorporation, are duly
qualified to do business and in good standing as foreign
corporations in each jurisdiction in which their
respective ownership of property or the conduct of their
respective business requires such qualification and where
the failure to be so qualified would have a Material
Adverse Effect, and have the corporate power and
authority necessary to own or hold their respective
properties and to conduct the businesses in which they
are engaged.
(h) Except as described in each
Prospectus, there is no material litigation or
governmental proceeding pending or, to the knowledge of
the Company, threatened against the Company or any of its
subsidiaries which might result in any Material Adverse
Effect or which is required to be disclosed in the
Registration Statement.
(i) The documents incorporated by
reference in the Prospectus, when they became effective
or were filed with the Commission, as the case may be,
conformed in all material respects to the requirements of
the Act or the Exchange Act, as applicable, and the rules
and regulations of the Commission thereunder, and none of
such documents contained an untrue statement of a
material fact or omitted to state a material fact
required to be stated therein or necessary in order to
make the statements therein in light of the circumstances
under which they were made not misleading; and any
further documents so filed and incorporated by reference
in the Prospectus or any further amendment or supplement
thereto, when such documents become effective or are
filed with the Commission, as the case may be, will
conform in all material respects to the requirements of
the Act or the Exchange Act, as applicable, and the rules
and regulations of the Commission thereunder and will not
contain an untrue statement of a material fact or omit to
state a material fact required to be stated therein or
necessary to make the statements therein not misleading;
provided, however, that this representation and warranty
shall not apply to any statements or omissions made in
reliance upon and in conformity with information
furnished to the Company by an Underwriter of Offered
Securities directly or through the Manager expressly for
use in the Prospectus as amended or supplemented relating
to such Securities.
(j) The audited financial statements
filed as part of or incorporated by reference in the
Registration Statement or Prospectus present, or (in the
case of any amendment or supplement to any such document,
or any material incorporated by reference in any such
document, filed with the Commission after the date as of
which this representation is being made) will present
fairly, at all times during the period specified in
clause (c) of Article VII hereof, the financial condition
and results of operations of the entities purported to be
shown thereby, at the dates and for the periods
indicated, and have been, and (in the case of any
amendment or supplement to any such document, or any
material incorporated by reference in any such document,
filed with the Commission after the date as of which this
representation is being made) will be at all times during
the period specified in clause (c) of Article VII hereof,
prepared in conformity with generally accepted accounting
principles.
(k) There are no contracts or other
documents which are required to be filed as exhibits to
the Registration Statement by the Act or by the rules and
regulations thereunder, or which were required to be
filed as exhibits to any document incorporated by
reference in any Prospectus by the Exchange Act or the
rules and regulations thereunder, which have not been
filed as exhibits to the Registration Statement or to
such document or incorporated therein by reference as
permitted by such rules and regulations.
IX.
The Company agrees to indemnify and hold
harmless each Underwriter and each person, if any, who
controls such Underwriter within the meaning of either
Section 15 of the Act or Section 20 of the Exchange Act,
from and against any and all losses, claims, damages and
liabilities caused by any untrue statement or alleged
untrue statement of a material fact contained in the
Registration Statement, any preliminary prospectus or the
Prospectus as amended or supplemented (if used within the
period set forth in clause (c) of Article VII hereof and
as amended or supplemented if the Company shall have
furnished any amendments or supplements thereto), or
caused by any omission or alleged omission to state
therein a material fact required to be stated therein or
necessary to make the statements therein not misleading,
except to the extent that such losses, claims, damages or
liabilities are caused by any such untrue statement or
omission or alleged untrue statement or omission based
upon information furnished in writing to the Company by
any Underwriter through the Manager expressly for use
therein; provided, however, that the foregoing indemnity
with respect to preliminary prospectuses shall not inure
to the benefit of any Underwriter (or to the benefit of
any person controlling such Underwriter) from whom the
person asserting any such losses, claims, damages or
liabilities purchased Offered Securities if such untrue
statement or omission or alleged untrue statement or
omission made in any preliminary prospectus is eliminated
or remedied in the Prospectus and a copy of the
Prospectus (excluding documents incorporated by
reference) has not been furnished to such person at or
prior to the written confirmation of the sale of such
Offered Securities to such person.
Each Underwriter agrees to indemnify and hold
harmless the Company, its directors, its officers who
sign the Registration Statement and any person
controlling the Company to the same extent as the
foregoing indemnity from the Company to each Underwriter,
but only with reference to information furnished in
writing by such Underwriter through the Manager expressly
for use in the Registration Statement, any preliminary
prospectus or the Prospectus as amended or supplemented.
If any proceeding (including any governmental
investigation) shall be instituted involving any person
in respect of which indemnity may be sought pursuant to
either of the two preceding paragraphs, such person (the
"indemnified party") shall promptly notify the person
against whom such indemnity may be sought (the
"indemnifying party") in writing and the indemnifying
party, upon request of the indemnified party, shall
retain counsel reasonably satisfactory to the indemnified
party to represent the indemnified party and any others
the indemnifying party may designate in such proceeding;
any indemnified party shall have the right to retain its
own counsel, but the fees and expenses of such counsel
shall be at the expense of such indemnified party unless
(i) the indemnifying party and the indemnified party
shall have mutually agreed to the retention of such
counsel or (ii) the named parties to any such proceeding
(including any impleaded parties) include both the
indemnifying party and the indemnified party and
representation of both parties by the same counsel would
be inappropriate due to actual or potential differing
interests between them. It is understood that the
indemnifying party shall not, in connection with any
proceeding or related proceedings in the same
jurisdiction, be liable for the reasonable fees and
expenses of more than one separate firm for all such
indemnified parties. Such firm shall be designated in
writing by the Manager in the case of parties indemnified
pursuant to the second preceding paragraph and by the
Company in the case of parties indemnified pursuant to
the first preceding paragraph. The indemnifying party
shall not be liable for any settlement of any proceeding
effected without its written consent but, if settled with
such consent or if there be a final judgment for the
plaintiff, the indemnifying party agrees to indemnify the
indemnified party from and against any loss or liability
by reason of such settlement or judgment.
If the indemnification provided for in this
Article IX is unavailable to an indemnified party under
the second or third paragraphs hereof or insufficient in
respect of any losses, claims, damages or liabilities
referred to therein, then each indemnifying party, in
lieu of indemnifying such indemnified party, shall
contribute to the amount paid or payable by such
indemnified party as a result of such losses, claims,
damages or liabilities (i) in such proportion as is
appropriate to reflect the relative benefits received by
the Company on the one hand and the Underwriters on the
other from the offering of the Offered Securities or (ii)
if the allocation provided by clause (i) above is not
permitted by applicable law, in such proportion as is
appropriate to reflect not only the relative benefits
referred to in clause (i) above but also the relative
fault of the Company on the one hand and of the
Underwriters on the other in connection with the
statements or omissions which resulted in such losses,
claims, damages or liabilities, as well as any other
relevant equitable considerations. The relative benefits
received by the Company on the one hand and the
Underwriters on the other in connection with the offering
of the Offered Securities shall be deemed to be in the
same proportion as the total net proceeds from the
offering of such Offered Securities (before deducting
expenses) received by the Company bear to the total
underwriting discounts and commissions received by the
Underwriters in respect thereof. The relative fault of
the Company on the one hand and of the Underwriters on
the other shall be determined by reference to, among
other things, whether the untrue or alleged untrue
statement of a material fact or the omission or alleged
omission to state a material fact relates to information
supplied by the Company or by the Underwriters and the
parties' relative intent, knowledge, access to
information and opportunity to correct or prevent such
statement or omission. The Company and the Underwriters
agree that it would not be just and equitable if
contribution pursuant to this Article IX were determined
by pro rata allocation or by any other method of
allocation which does not take account of the
consideration referred to in the immediately preceding
paragraph. The amount paid or payable by an indemnified
party referred to in the immediately preceding paragraph
shall be deemed to include, subject to the limitations
set forth above, any legal or other expenses reasonably
incurred by such indemnified party in connection with
investigating or defending any such action or claim.
Notwithstanding the provisions of this Article IX, no
Underwriter shall be required to contribute any amount in
excess of the amount by which the total price at which
the Offered Securities underwritten and distributed to
the public by such Underwriter were offered to the public
exceeds the amount of any damages which such Underwriter
has otherwise been required to pay by reason of such
untrue or alleged untrue statement or omission or alleged
omission. No person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of
the Act) shall be entitled to contribution from any
person who was not guilty of such fraudulent
misrepresentation. The Underwriters' obligations to
contribute pursuant to this Article IX are several, in
proportion to the respective number of Offered Securities
purchased by each of such Underwriters, and not joint.
The indemnity and contribution agreements
contained in this Article IX and the representations and
warranties of the Company in this Agreement shall remain
operative and in full force and effect regardless of (i)
any termination of this Agreement, (ii) any investigation
made by any Underwriter or on behalf of any Underwriter
or any person controlling any Underwriter or by or on
behalf of the Company, its directors or officers or any
person controlling the Company and (iii) acceptance of
and payment for any of the Offered Securities.
X.
This Agreement shall be subject to termination
in the absolute discretion of the Manager, by notice
given to the Company, if prior to the Closing Date (i)
trading in securities generally on the New York Stock
Exchange shall have been suspended or materially limited,
(ii) trading in the common stock of the Company has been
suspended, (iii) a general moratorium on commercial
banking activities in the State of New York shall have
been declared by either Federal or New York State
authorities or (iv) there shall have occurred any
material outbreak or escalation of hostilities or other
calamity or crisis the effect of which on the financial
markets of the United States is such as to make it, in
the judgment of the Manager, impracticable to proceed
with the public offering or delivery of the Offered
Securities on the terms and in the manner contemplated in
the Prospectus as amended or supplemented.
XI.
If any one or more of the Underwriters shall
fail or refuse to purchase Offered Securities which it or
they have agreed to purchase hereunder, and the aggregate
number of Offered Securities which such defaulting
Underwriter or Underwriters agreed but failed or refused
to purchase is not more than one-tenth of the aggregate
number of the Underwriters' Securities, the other
Underwriters shall be obligated severally in the
proportions which the number of Offered Securities set
forth opposite their names in the Underwriting Agreement
bear to the aggregate number of Offered Securities set
forth opposite the names of all such non-defaulting
Underwriters, or in such other proportions as the Manager
may specify, to purchase the Underwriters' Securities
which such defaulting Underwriter or Underwriters agreed
but failed or refused to purchase; provided that in no
event shall the number of Offered Securities which any
Underwriter has agreed to purchase pursuant to the
Underwriting Agreement be increased pursuant to this
paragraph in excess of one-ninth of such number of
Offered Securities without the written consent of such
Underwriter. In any such case either the Manager or the
Company shall have the right to postpone the Closing
Date, but in no event for longer than seven days, in
order that the required changes, if any, in the
Registration Statement and in the Prospectus or in any
other documents or arrangements may be effected. If any
Underwriter or Underwriters shall fail or refuse to
purchase Offered Securities and the aggregate number of
Offered Securities, with respect to which such default
occurs is more than one-tenth of the aggregate number of
the Underwriters' Securities, and arrangements
satisfactory to the Manager and the Company for the
purchase of such Offered Securities are not made within
36 hours after such default, this Agreement will
terminate without liability on the part of any non-
defaulting Underwriter or of the Company. Any action
taken under this paragraph shall not relieve any
defaulting Underwriter from liability in respect of any
default of such Underwriter under this Agreement.
XII.
The respective indemnities, agreements,
representations, warranties and other statements of the
Company and the several Underwriters, as set forth in
this Agreement or made by or on behalf of them,
respectively, pursuant to this Agreement, shall remain in
full force and effect, regardless of any investigation
(or any statement as to the results thereof) made by or
on behalf of any Underwriter or any controlling person of
any Underwriter, or the Company, or any officer or
director or controlling person of the Company, and shall
survive delivery of and payment for the Securities.
All statements, requests, notices and
agreements hereunder shall be in writing, and if to the
Underwriters shall be delivered or sent by mail, telex or
facsimile transmission to the address of the Manager as
se forth in the Pricing Agreement; and if to the Company
shall be delivered or sent by mail, telex or facsimile
transmission to the address of the Company set forth in
the Registration Statement: Attention: Secretary;
provided, however, that any notice to an Underwriter
pursuant to Article IX hereof shall be delivered or sent
by mail, telex or facsimile transmission to such
Underwriter at its address set forth in its Underwriters'
Questionnaire, or telex constituting such Questionnaire,
which address will be supplied to the Company by the
Manager upon request. Any such statements, requests,
notices or agreements shall take effect upon receipt
thereof.
If this Agreement shall be terminated by the
Underwriters or any of them, because of any failure or
refusal on the part of the Company to comply with the
terms or to fulfill any of the conditions of this
Agreement, or if for any reason the Company shall be
unable to perform its obligations under this Agreement,
the Company will reimburse the Underwriters or such
Underwriters as have so terminated this Agreement, with
respect to themselves, severally, for all out-of-pocket
expenses (including the fees and disbursements of their
counsel) reasonably incurred by such Underwriters in
connection with the Offered Securities.
This Agreement may be signed in any number of
counterparts, each of which shall be an original with the
same effect as if the signatures thereto and hereto were
upon the same instrument.
This Agreement shall be governed by and
construed in accordance with the laws of the State of New
York.
IN WITNESS WHEREOF, the Company has caused this
instrument to be duly executed the 19th day of May, 1994.
INTERNATIONAL PAPER COMPANY
By: E. William Boehmler
Name: E. William Boehmler
Title: Vice President and Treasurer
[Seal]
Attest:
SYVERT E. NERHEIM
Name: Syvert E. Nerheim
Title: Assistant Secretary
EXHIBIT A
[FORM OF OPINION OF THE ASSOCIATE GENERAL COUNSEL
OF THE COMPANY]
, 199
Underwriters, c/o]
[Name and Address of Manager]
Gentlemen:
This opinion is furnished pursuant to Paragraph
(d) of Article VI of the Underwriting Agreement Standard
Provisions (Preferred Stock) incorporated by reference in
the Underwriting Agreement dated , 199
(the "Underwriting Agreement") between you, as
representative of the several underwriters (the
"Underwriters") named therein, and International Paper
Company, a New York corporation (the "Company"), relating
to the sale by the Company and the purchase by the
Underwriters, severally, of [shares] [_____
depositary shares (the "Depositary Shares") evidenced by
depositary receipts (the "Receipts") issued pursuant to
the Deposit Agreement (the "Deposit Agreement") dated as
of _______ __, 199_, among the Company, ______, as
Depositary, and the holders from time to time of
Receipts, each Depositary Share representing _____ of a
share] of [specify designation] Serial Preferred Stock,
$1.00 par value per share (the "Preferred Stock") of the
Company. Capitalized terms used but not defined in this
letter are defined in the Underwriting Agreement and are
used herein with the same meanings as ascribed to them in
the Underwriting Agreement.
I have examined an executed copy of the
Underwriting Agreement, [the Deposit Agreement] [and of
certain delayed delivery contracts substantially in the
form of Schedule I attached to the Underwriting Agreement
(the "Delayed Delivery Contracts")] and a certified copy
of the Restated Certificate of Incorporation of the
Company, including the applicable certificate of
designation (the "Certificate of Designation"). I have
examined originals or copies, certified or otherwise
identified to my satisfaction, of such other documents,
corporate records, certificates of public officials and
other instruments as I have deemed necessary or advisable
for the purpose of rendering this opinion, including
those relating to the authorization, execution and
delivery by the Company of the Underwriting Agreement,
[the Deposit Agreement] [and any Delayed Delivery
Contracts,] and the authorization, issuance and sale of
the Securities by the Company.
I have participated in the preparation of the
Company's registration statement on Form S-3 (File No.
33- ) [and any amendment thereto] (including documents
incorporated by reference in the prospectus included
therein (the "Incorporated Documents")) filed with the
Securities and Exchange Commission (the "Commission")
pursuant to the provisions of the Securities Act of 1933,
as amended (the "Act"). In addition, I have reviewed
evidence that the registration statement [as amended] was
declared effective under the Act. The registration
statement (including the Incorporated Documents) as
amended to the date of the Underwriting Agreement is
hereinafter referred to as the "Registration Statement,"
and the prospectus included in the Registration Statement
as supplemented by the prospectus supplement specifically
relating to the Securities is hereinafter referred to as
the "Prospectus".
Based on the foregoing, I am of the opinion
that:
(i) the Company has been duly
incorporated, is validly existing and in good
standing under the laws of its jurisdiction of
incorporation, with power and authority
(corporate and other) to own its properties and
is duly qualified to do business and is in good
standing as a foreign corporation in each
jurisdiction in which its ownership of property
or the conduct of its businesses requires such
qualification and where the failure to be so
qualified would result in a material adverse
effect on the financial condition or operation
or prospects of the Company and its
subsidiaries taken as a whole;
(ii) the Securities have been
duly authorized, and, when issued and delivered
to and paid for by the Underwriters in
accordance with the terms of the Underwriting
Agreement, [or by institutional investors, if
any, pursuant to Delayed Delivery Contracts,
will be validly issued, fully paid and
nonassessable] and will have the rights set
forth in the Company's Restated Certificate of
Incorporation, including the Certificate of
Designation;
(iii) the Certificate of
Designations has been filed with the Secretary
of State of the State of New York in accordance
with New York Business Corporation Law;
(iv) the Underwriting Agreement
has been validly authorized, executed and
delivered by the Company and constitutes a
legally binding obligation of the Company
enforceable in accordance with its terms,
subject, as to enforcement, to bankruptcy,
insolvency reorganization and other laws of
general applicability relating to or affecting
creditors' rights and to general equity
principles, except as rights to indemnity
thereunder may be limited under applicable law;
(v) [the Delayed Delivery
Contracts, if any, have been validly
authorized, executed and delivered by the
Company and constitute legally binding
obligations of the Company enforceable in
accordance with their terms, subject, as to
enforcement, to bankruptcy, insolvency,
reorganization and other laws of general
applicability relating to or affecting
creditors' rights and to general equity
principles;]
(vi) [the Deposit Agreement has
been validly authorized, executed and delivered
by the Company and constitutes a legally
binding obligation of the Company enforceable
in accordance with its terms, subject, as to
enforcement, to bankruptcy, insolvency,
reorganization and other laws of general
applicability relating to or affecting
creditors' rights and to general equity
principles;]
(vii) the execution and
delivery and performance of [the Deposit
Agreement,] [any Delayed Delivery Contracts and
the] Underwriting Agreement by the Company and
sale of the Offered Securities as provided in
the Underwriting Agreement will not contravene
any provision of applicable law or the
Company's Restated Certificate of Incorporation
or By-laws or, to my knowledge after reasonably
inquiry, any agreement, indenture or instrument
binding upon the Company, and no consent,
approval or authorization of any governmental
agency or authority (other than in connection
or in compliance with the provisions of any
state securities or Blue Sky laws, as to which
I express no opinion) is required for the
performance by the Company of the Underwriting
Agreement;
(viii) [the [shares of common
stock, par value $1.00 per share (the "Common
Stock")], [or set forth title of other
securities issuable upon conversion] of the
Company issuable upon [conversion] [exchange]
of the Offered Securities in accordance with
the terms thereof have been duly authorized and
reserved for issuance upon such [conversion]
[exchange], and, when issued and delivered upon
such [conversion] [exchange], will be duly
authorized and validly issued and will be fully
paid and non-assessable; the stockholders of
the Company have no preemptive rights with
respect to such [Common Stock] issuable upon
[conversion] [exchange] of such Offerred
Securities; and such shares of [Common Stock]
conform in all material respects to the
description of the [Common Stock] contained in
the Registration Statement and the Prospectus];
(ix) I do not know of any
litigation or any governmental proceeding
pending or threatened against the Company or
any of its subsidiaries which would affect the
subject matter of the Underwriting Agreement or
is required to be disclosed in the Registration
Statement or Prospectus which is not disclosed
and correctly summarized therein;
(x) to the best of my
knowledge, neither the Company nor its
subsidiaries are in violation in any material
respect of their corporate charters or by-laws,
or in default in any material respect under any
agreement, indenture or instrument material to
the Company and its subsidiaries taken as a
whole;
(xi) the Registration Statement
and the Prospectus as amended or supplemented
and any further amendments and supplements
thereto made by the Company prior to the sale
of the Offered Securities (other than the
financial statements and related schedules
therein, as to which I express no opinion)
comply as to form in all material respects with
the requirements of the Act and the rules and
regulations thereunder; and I do not know of
any amendment to the Registration Statement
required to be filed or any contracts or other
documents of a character required to be filed
as an exhibit to the Registration Statement or
required to be incorporated by reference into
the Prospectus as amended or supplemented or
required to be described in the Registration
Statement or the Prospectus as amended or
supplemented which are not filed or
incorporated by reference or described as
required; and
(xii) documents incorporated by
reference in the Registration Statement and the
Prospectus, when filed, complied, when so
filed, as to form in all material respects with
the Securities Exchange Act of 1934, as
amended, and the applicable rules and
regulations of the Commission thereunder.
I have not conducted any independent
investigation with regard to the information set forth in
the Registration Statement or Prospectus (except for any
investigation which I deemed necessary to render the
opinions set forth previously in this letter). I have,
however, participated in conferences with officers and
other representatives of the Company, representatives of
the independent public accountants of the Company, your
representatives and representatives of Skadden, Arps,
Slate, Meagher & Flom, counsel for the Underwriters, at
which the contents of the Registration Statement and
Prospectus, including the documents incorporated by
reference therein, and related matters were discussed.
On the basis of the foregoing, I advise you that I have
no reason to believe that (except for the financial
statements therein, as to which I express no opinion) the
Registration Statement, the Prospectus and documents
incorporated by reference in the Registration Statement
on the date of the Underwriting Agreement contained any
untrue statement of a material fact or omitted to state a
material fact required to be stated therein or necessary
to make the statements therein not misleading or that the
Prospectus (except for the financial statements therein,
as to which I express no opinion) as of the date hereof
contains any untrue statement of a material fact or omits
to state a material fact necessary in order to make the
statements therein, in light of the circumstances under
which they were made, not misleading.
I note that the availability of specific
enforcement, injunctive relief or any equitable remedy is
subject to the discretion of the court before which any
proceedings therefor may be brought and that certain
courts may enforce the rights of a holder of the Offered
Securities only in circumstances and in a manner in which
it is equitable and commercially reasonable to do so.
Very truly yours,
EXHIBIT B
[FORM OF OPINION OF THE COUNSEL FOR THE UNDERWRITERS]
__________, 199
[Name of Manager
and the other Several Underwriters
named in the Underwriting Agreement]
[Address]
Dear Sirs:
In connection with the several purchases today
by you and the other Underwriters named in the
Underwriting Agreement, dated , 199 (the
"Underwriting Agreement"), between International Paper
Company, a New York corporation (the "Company"), and you,
as Manager of the several Underwriters named therein (the
"Underwriters"), of [shares] [depositary
shares ("Depositary Shares") evidenced by depositary
receipts (the "Receipts") issued pursuant to the Deposit
Agreement (the "Deposit Agreement") dated as of ______,
199_ among the Company, __________, as Depositary (the
"Depositary"), and the holders from time to time of the
Receipts, each Depositary Share representing ___ of one
share] of the Company's [specify designation] Serial
Preferred Stock, $1.00 par value per share
(the "Offered Securities"), we, as counsel for the
several Underwriters, have examined such corporate
records, certificates and other documents, and such
questions of law, as we have considered necessary or
appropriate for the purposes of this opinion. Upon the
basis of such examination, we advise you that, in our
opinion:
1. The Company has been duly incorporated and
is validly existing and in good standing under the laws
of the State of New York.
2. The Offered Securities (other than Contract
Securities) have been duly authorized, issued and
delivered; [the Contract Securities (when duly issued and
delivered to, and paid for by, the respective purchasers
thereof under the Delayed Delivery Contracts), constitute
valid and legally binding obligations of the Company,
enforceable in accordance with their terms subject to
bankruptcy, insolvency, fraudulent transfer,
reorganization, moratorium and similar laws of general
applicability relating to or affecting creditors' rights
and to general equity principles.]
3. [Each of the Deposit Agreement and] The
Underwriting Agreement has been duly authorized, executed
and delivered by the Company.
In rendering our opinion, we have, with your
approval, relied as to certain matters on information
obtained from public officials, officers of the Company
and other sources believed by us to be responsible, and
we have assumed [that the Deposit Agreement has been duly
authorized, executed and delivered by the Depositary],
that the Offered Securities conform to the specimen
thereof examined by us, and that the signatures on all
documents examined by us are genuine, assumptions which
we have not independently verified.
Very truly yours,
EXHIBIT C
, 199
[Name of Manager
and the other several Underwriters
named in the Underwriting Agreement]
[Address]
Dear Sirs:
This is with reference to the registration under the
Securities Act of 1933 (the "Act") of __________ [shares]
[depositary shares ("Depositary Shares") evidenced by
depositary receipts ("Receipts") issued pursuant to the
Deposit Agreement (the "Deposit Agreement") dated as of
______, 199_ among the Company, ______, as Depositary,
and the holders from time to time of the Receipts, each
Depositary Share representing _____ of a share] of
[specify designation] Serial Preferred Stock, $1.00 par
value per share (the "Offered Securities"), of
International Paper Company (the "Company"). The
Registration Statement was filed on Form S-3 under the
Act, and accordingly the Registration Statement and the
Prospectus dated , 199 , filed pursuant to Rule
424(b) under the Act (the "Prospectus"), do not
necessarily contain a current description of the
Company's business and affairs since, pursuant to that
Form, the Registration Statement and the Prospectus
incorporate by reference certain documents filed with the
Securities and Exchange Commission (the "Commission")
which contain information as of various dates. When the
Registration Statement was declared effective by the
Commission, the form of prospectus included therein
omitted certain information in reliance upon Rule 430
under the Act. Such information is contained in the
Prospectus and, as provided in Rule 430A, is deemed to be
a part of the Registration Statement as of the time it
was declared effective.
In accordance with our understanding with you
as to the scope of our services under the circumstances
applicable to the offering of the Offered Securities, we
reviewed the Registration Statement and the Prospectus,
participated in discussions with your representatives and
those of the Company, its counsel and its accountants,
and advised you as to the requirements of the Act and the
applicable rules and regulations thereunder. On the
basis of the information that we gained in the course of
the performance of the services referred to above,
considered in the light of our understanding of the
applicable law (including the requirements of Form S-3
and the character of the prospectus contemplated thereby)
and the experience we have gained through our practice
under the Act, we advised you and now confirm that, in
our opinion, the Registration Statement, as of its
effective date, and the Prospectus, as of the date of the
Prospectus, appeared on their face to be appropriately
responsive, in all material respects, to the requirements
of the Act and the applicable rules and regulations of
the Commission thereunder. Further, nothing that came to
our attention in the course of such review has caused us
to believe that the Registration Statement, as of its
effective date, contained any untrue statement of a
material fact or omitted to state any material fact
required to be stated therein or necessary to make the
statements therein not misleading or that the Prospectus,
on the date of the Prospectus, contained any untrue
statement of a material fact or omitted to state any
material fact necessary in order to make the statements
therein, in the light of the circumstances under which
they were made, not misleading.
The limitations inherent in the independent
verification of factual matters and the character of
determinations involved in the registration process are
such, however, that we do not assume any responsibility
for the accuracy, completeness or fairness of the
statements contained in the Registration Statement or the
Prospectus except for those made under the captions
and in the Prospectus
insofar as they relate to provisions of documents therein
described. Also, we do not express any opinion or belief
as to the financial statements or other financial data
contained in the Registration Statement or the
Prospectus.
This letter is furnished by us as counsel for
the several Underwriters to you as Manager of the several
Underwriters and is solely for the benefit of the several
Underwriters.
Very truly yours,
UNDERWRITING AGREEMENT
, 199
International Paper Company
Two Manhattanville Road
Purchase, New York 10577
Dear Sirs:
We understand that International Paper Company,
a New York corporation (the "Company"), proposes to issue
and sell ________ [shares] [depositary shares
("Depositary Shares") evidenced by depositary receipts
("Receipts") issued pursuant to the Deposit Agreement
(the "Deposit Agreement") dated as of _______ __, 199_,
among the Company, _______, as Depositary (the
"Depositary"), and the holders from time to time of
Receipts, each Depositary Share representing _______ of a
share] of [specify designation] Preferred Stock, $1.00
par value per share (the "Offered Securities"), of the
Company. Subject to the terms and conditions set forth
or incorporated by reference herein, the Company hereby
agrees to sell and [, on behalf of
the several Underwriters named in Schedule A hereto and
for their respective accounts] (the "Underwriters") agree
to purchase the Offered Securities on the following
terms:
Title:
[Date of Board Resolution and Committees
thereof, if any, Establishing the Offered Securities:
______, 199__]
Number of Firm Securities:
Maximum Number of Optional Securities:
Dividend Rate:
Dividend Payment Dates:
Dividend Rights: [Non-]cumulative, [deferred]
Voting Rights:
Redemption Provisions:
Liquidation Rights:
Pre-emptive, Exchange or Conversion Rights:
Sinking Fund:
[Terms of Depositary Shares]:
[Other Terms]
Delayed Delivery Contracts: [None] [Delivery
Date[s] shall be _______, 199__. Underwriters' fee is
$__ per share of the Contract Securities.]
Purchase Price: $____ per share plus accrued
dividends[, if any,] from ______, 199__.
Expected Reoffering Price: $___ per share,
subject to change by the undersigned.
Closing: [10:00] A.M., New York City time, on
_________, 199__, at [Skadden, Arps, Slate, Meagher &
Flom, 919 Third Avenue, New York, New York,] in New York
Clearing House or similar next day funds.
(1)
Underwriter[s']['s] Compensation: $___,
payable to the [Manager[s] for the proportionate accounts
of the] Underwriter[s] on the Closing Date. (1)
(1) Include if purchase is at public offering price and
compensation is payable separately.
[Name[s] and Address[es] of Representative[s]:]
The respective numbers of shares of the Offered
Securities to be purchased by each of the Underwriters
are set forth opposite their names in Schedule A hereto.
[If appropriate, insert--It is understood that
we may, with your consent, amend this offer to add
additional Underwriters and reduce the number of shares
to be purchased by the Underwriters listed in Schedule A
hereto by the number of shares to be purchased by such
additional Underwriters.]
All the provisions contained in the document
entitled International Paper Company Underwriting
Agreement Standard Provisions (Preferred Stock), a copy
of which you have previously received, except to the
extent otherwise provided herein, are herein incorporated
by reference in their entirety and shall be deemed to be
a part of this Agreement to the same extent as if such
provisions had been set forth in full herein.
Please confirm your agreement by having an
authorized officer sign a copy of this Agreement in the
space set forth below and returning the signed copy to us
by telecopy.
Very truly yours,
[Insert name(s) of
Manager(s) or Underwriters]
[On behalf of -- themselves
-- itself -- and as
Manager(s) of the Several]
[As] Underwriter(s)
By:
Title:
Accepted as of the date hereof:
INTERNATIONAL PAPER COMPANY
By:
Title:
[Underwriters, c/o]
[Date]
Page 4
SCHEDULE A
Number of
Underwriter Shares
----------------------------- -------
Total
-------
-------
SCHEDULE I
DELAYED DELIVERY CONTRACT
________ __, 199_
International Paper Company
Two Manhattanville Road
Purchase, New York 10577
Attention:_______________
Gentlemen:
The undersigned hereby agrees to purchase from
International Paper Company, a New York corporation (the
"Company"), and the Company agrees to sell to the
undersigned, [If one delayed closing, insert -- as of
the date hereof, for delivery on ________, 199_ (the
"Delivery Date"),]
__________ shares
of the Company's [Insert title of securities] (the
"Securities"), offered by the Company's Prospectus dated
________, 199_ and a Prospectus Supplement dated
____________, 199_ relating thereto, receipt of copies of
which is hereby acknowledged, at $___ per share plus
accrued dividends, if any, and on the further terms and
conditions set forth in this Delayed Delivery Contract
("Contract").
[If two or more delayed closings, insert the
following:
The undersigned will purchase from the Company
as of the date hereof, for delivery on the dates set
forth below, Securities in the amounts set forth below:
Delivery Date Number of Shares
_____________ ________________
_____________ ________________
Each of such delivery dates is hereinafter referred to as
a "Delivery Date."]
Payment for the Securities that the undersigned
has agreed to purchase for delivery on [the] [each]
Delivery Date shall be made to the Company or its order
by wire transfer or by certified or official bank check
in New York Clearing House or similar next day funds at
the office of _________________ at _____ A.M., New York
City time, on [the] [such] Delivery Date upon delivery to
the undersigned of the Securities then to be purchased by
the undersigned in definitive fully registered form and
in such denominations and registered in such names as the
undersigned may designate by written or telegraphic or
such other electronic communication addressed to the
Company not less than five full business days prior to
[the] [such] Delivery Date.
It is expressly agreed that the provisions for
delayed delivery and payment are for the sole convenience
of the undersigned; that the purchase hereunder of
Securities is to be regarded in all respects as a
purchase as of the date of this Contract; that the
obligation of the Company to make delivery of and accept
payment for, and the obligation of the undersigned to
take delivery of and make payment for, Securities on
[the] [each] Delivery Date shall be subject only to the
conditions that (1) investment in the Securities shall
not at [the] [such] Delivery Date be prohibited under the
laws of any jurisdiction in the United States to which
the undersigned is subject and (2) the Company shall have
sold to the Underwriters the total principal amount of
the Securities less the principal amount thereof covered
by this and other similar Contracts. The undersigned
represents that its investment in the Securities is not,
as of the date hereof, prohibited under the laws of any
jurisdiction to which the undersigned is subject and
which governs such investment.
Promptly after completion of the sale to the
Underwriters the Company will mail or deliver to the
undersigned at its address set forth below notice to such
effect, accompanied by a copy of the opinion of counsel
for the Company delivered to the Underwriters in
connection therewith.
This Contract will inure to the benefit of and
be binding upon the parties hereto and their respective
successors, but will not be assignable by either party
hereto without the written consent of the other.
It is understood that the acceptance of any
such Contract is in the Company's sole discretion and,
without limiting the foregoing, need not be on a first-
come, first-served basis. If this Contract is acceptable
to the Company, it is requested that the Company sign the
form of acceptance below and mail or deliver one of the
counterparts hereof to the undersigned at its address set
forth below. This will become a binding contract between
the Company and the undersigned when such counterpart is
so mailed or delivered.
Yours very truly,
(Name of Purchaser)
By:
(Authorized Signature)
Name:
Title:
(Address of Purchaser)
Accepted, as of the above date.
INTERNATIONAL PAPER COMPANY
By:______________________
Name:
Title: