THIS SECURITY IS A BOOK-ENTRY SECURITY WITHIN THE MEANING
OF THE INDENTURE HEREINAFTER REFERRED TO AND IS
REGISTERED IN THE NAME OF CEDE & CO. THIS SECURITY IS
EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A
PERSON OTHER THAN CEDE & CO. OR ITS NOMINEE ONLY IN THE
LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO
TRANSFER OF THIS SECURITY (OTHER THAN A TRANSFER OF THIS
SECURITY AS A WHOLE BY CEDE & CO. TO A NOMINEE OF CEDE &
CO. OR BY A NOMINEE OF CEDE & CO. TO CEDE & CO. OR
ANOTHER NOMINEE OF CEDE & CO.) MAY BE REGISTERED EXCEPT
IN SUCH LIMITED CIRCUMSTANCES.
INTERNATIONAL PAPER COMPANY
R-1 $150,000,000
CUSIP 460146 AQ6
International Paper Company, a corporation duly
organized and existing under the laws of New York (herein
called the "Company", which term includes any successor
Person under the Indenture referred to on the reverse
hereof), for value received, hereby promises to pay to
Cede & Co. or registered assigns, the principal sum of
One Hundred Fifty Million Dollars ($150,000,000) on May
15, 2004 and to pay interest thereon from May 15, 1994 or
from the most recent Interest Payment Date to which
interest has been paid or duly provided for semi-annually
in arrears on May 15 and November 15 in each year,
commencing November 15, 1994, at the rate of 7 1/2% per
annum, until the principal hereof is paid or made
available for payment. The interest so payable, and
punctually paid or duly provided for, on any Interest
Payment Date will, as provided in such Indenture, be paid
to the Person in whose name this Security (or one or more
Predecessor Securities) is registered at the close of
business on the Regular Record Date for such interest,
which shall be the May 1 or November 1 (whether or not a
Business Day), as the case may be, next preceding such
Interest Payment Date. Except as otherwise provided in
the Indenture, any such interest not so punctually paid
or duly provided for will forthwith cease to be payable
to the Holder on such Regular Record Date and may either
be paid to the Person in whose name this Security (or one
or more Predecessor Securities) is registered at the
close of business on a Special Record Date for the
payment of such Defaulted Interest to be fixed by the
Trustee, notice whereof shall be given to Holders of
Securities of this series not less than 10 days prior to
such Special Record Date, or be paid at any time in any
other lawful manner not inconsistent with the
requirements of any securities exchange on which the
Securities of this series may be listed, and upon such
notice as may be required by such exchange, all as more
fully provided in said Indenture. Payment of the
principal of (and premium, if any) and interest on this
Security will be made at the office or agency of the
Company maintained for that purpose in the The City of
New York, in such coin or currency of the United States
of America as at the time of payment is legal tender for
payment of public and private debts.
Reference is hereby made to the further provisions
of this Security set forth on the reverse hereof, which
further provisions shall for all purposes have the same
effect as if set forth at this place.
Unless the certificate of authentication hereon has
been executed by the Trustee referred to on the reverse
hereof, directly or through an Authenticating Agent, by
manual signature of an authorized signatory, this
Security shall not be entitled to any benefit under the
Indenture or be valid or obligatory for any purpose.
IN WITNESS WHEREOF, the Company has caused this
instrument to be duly executed under its corporate seal.
Dated: May 26, 1994
[Seal] INTERNATIONAL PAPER COMPANY
Attest:
____________________ By: _______________________
Syvert E. Nerheim Name: E. William Boehmler
Title: Vice President and
Treasurer
This is one of the Securities of the series designated
therein referred to in the within-mentioned Indenture.
THE CHASE MANHATTAN BANK,
N.A.,
as Trustee
By:_________________________
Authorized Signatory
REVERSE OF SECURITY
This Security is one of a duly authorized issue of
securities of the Company (herein called the
"Securities"), issued and to be issued in one or more
series under an Indenture relating to Senior Debt
Securities, dated as of April 1, 1994 (herein called the
"Indenture"), between the Company and The Chase Manhattan
Bank, N.A., as Trustee (herein called the "Trustee",
which term includes any successor trustee under the
Indenture), to which Indenture and all indentures
supplemental thereto reference is hereby made for a
statement of the respective rights, limitations of
rights, duties and immunities thereunder of the Company,
the Trustee and the Holders of the Securities and of the
terms upon which the Securities are, and are to be,
authenticated and delivered. This Security is one of the
series designated on the face hereof, limited in
aggregate principal amount to $150,000,000.
The Securities of this series are not subject to
redemption at any time, as a whole or in part, at the
election of the Company.
Subject to and upon compliance with the provisions
of the Indenture (unless previously redeemed), this
Security, if submitted for redemption, is subject to
redemption, at the option of the Holder, upon any Change
in Control of the Company (as defined in the Indenture)
unless the Continuing Directors as defined in the
Indenture) shall have approved such Change in Control or
the Company shall have called the Securities for
redemption at the applicable Redemption Price for
redemption at the option of the Company, in either case
on or before the day which is ten days after such Change
in Control (whether or not such call occurs before or
after such Change in Control). The Holder's option so to
redeem is exercisable on or before the end of the
Exercise Period specified in the notice of the Company
relating to such Change in Control at a Redemption Price
equal to 100% of the principal amount hereof plus accrued
interest to the Redemption Date. For this Security to be
submitted for such redemption, the Company must receive
at the office of one of the Paying Agents, prior to the
close of business on the last day of such Exercise
Period, this Security accompanied by written notice to
the Company (which shall be substantially in the form of
the form of notice hereon) that the Holder hereof
instructs the Company to redeem this Security. Such
notice duly received shall be irrevocable.
Notice of redemption will be given by mail to
Holders of Securities, not less than 30 nor more than 60
days prior to the date fixed for redemption, all as
provided in the Indenture.
In the event of redemption of this Security in part
only, a new Security or Securities of this series and of
like tenor for the unredeemed portion hereof will be
issued in the name of the Holder hereof upon the
cancellation hereof.
The Indenture contains provisions for defeasance of
the entire indebtedness of this Security upon compliance
by the Company with certain conditions set forth therein.
If an Event of Default with respect to Securities of
this series shall occur and be continuing, the principal
of the Securities of this series may be declared due and
payable in the manner and with the effect provided in the
Indenture.
The Indenture permits, with certain exceptions as
therein provided, the amendment thereof and the
modification of the rights and obligations of the Company
and the rights of the Holders of the Securities of each
series to be affected under the Indenture at any time by
the Company and the Trustee with the consent of the
Holders of 66-2/3% in principal amount of the Securities
at the time Outstanding of each series to be affected.
The Indenture also contains provisions permitting the
Holders of specified percentages in principal amount of
the Securities of each series at the time Outstanding, on
behalf of the Holders of all Securities of such series,
to waive compliance by the Company with certain
provisions of the Indenture and certain past defaults
under the Indenture and their consequences. Any such
consent or waiver by the Holder of this Security shall be
conclusive and binding upon such Holder and upon all
future Holders of this Security and of any Security
issued upon the registration of transfer hereof or in
exchange hereof or in lieu hereof, whether or not
notation of such consent or waiver is made upon this
Security.
As set forth in, and subject to, the provisions of
the Indenture, no Holder of any Security of this series
will have any right to institute any proceeding with
respect to the Indenture or for any remedy thereunder,
unless such Holder shall have previously given to the
Trustee written notice of a continuing Event of Default
with respect to this series, the Holders of not less than
25% in principal amount of the Outstanding Securities of
this series shall have made written request, and offered
reasonable indemnity, to the Trustee to institute such
proceeding as trustee, and the Trustee shall have
received from the Holders of a majority in principal
amount of the Outstanding Securities of this series a
direction inconsistent with such request and shall have
failed to institute such proceeding within 60 days;
provided, however, that such limitations do not apply to
a suit instituted by the Holder hereof for the
enforcement of payment of the principal of (and premium,
if any) or interest on this Security on or after the
respective due dates expressed herein.
No reference herein to the Indenture and no
provision of this Security or of the Indenture shall
alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of (and
premium, if any) and interest on this Security at the
times, place and rate, and in the coin or currency,
herein prescribed.
As provided in the Indenture and subject to certain
limitations therein set forth, the transfer of this
Security is registrable in the Security Register, upon
surrender of this Security for registration of transfer
at the office or agency of the Company in The City of New
York, duly endorsed by, or accompanied by a written
instrument of transfer in form satisfactory to the
Company and the Security Registrar duly executed by, the
Holder hereof or his attorney duly authorized in writing,
and thereupon one or more new Securities of this series
and of like tenor, of authorized denominations and for
the same aggregate principal amount, will be issued to
the designated transferee or transferees.
The Securities of this series are issuable only in
registered form, without coupons, in denominations of
$100,000 and any integral multiple of $1,000 in excess
thereof. As provided in the Indenture and subject to
certain limitations therein set forth, Securities of this
series are exchangeable for a like aggregate principal
amount of Securities of this series and of like tenor of
a different authorized denomination, as requested by the
Holder surrendering the same.
No service charge shall be made for any such
registration of transfer or exchange, but the Company may
require payment of a sum sufficient to cover any tax or
other governmental charge payable in connection
therewith.
Prior to due presentment of this Security for
registration of transfer, the Company, the Trustee and
any agent of the Company or the Trustee may treat the
Person in whose name this Security is registered as the
owner hereof for all purposes, whether or not this
Security is overdue, and neither the Company, the Trustee
nor any such agent shall be affected by notice to the
contrary.
All terms used in this Security which are defined in
the Indenture shall have the meanings assigned to them in
the Indenture.
FORM OF NOTICE OF REDEMPTION AT HOLDER'S OPTION
To: INTERNATIONAL PAPER COMPANY
The undersigned Holder of this Security hereby
irrevocably instructs the Company to redeem this Security
in accordance with the terms of the Indenture referred to
in this Security.
The instruction being given in exercise of the
Holder's option to require redemption of this Security to
the extent provided in such Indenture upon a Change in
Control of the Company.
Dated:________________
______________________________
Signature
If only a portion of this
Security is submitted for
redemption, please indicate:
1. Principal Amount
submitted for redemption:
U.S.$_________________
2. Amount and denomination
of Registered Securities
representing principal
amount of this Security
not submitted for
redemption to be issued:
Amount:
U.S.$____________
Denominations:
U.S.$_____________________
(U.S.$5,000 or an
integral multiple
thereof)
Note: Exercise of the option to require redemption is
irrevocable.