UNDERWRITING AGREEMENT
August 4, 1994
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 $150,000,000 aggregate principal amount of its
7 5/8% Notes Due August 1, 2004 (the "Offered
Securities"). Subject to the terms and conditions set
forth or incorporated by reference herein, the Company
hereby agrees to sell and Morgan Stanley & Co.
Incorporated, CS First Boston Corporation and Merrill
Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith
Incorporated (the "Underwriters") severally agree to
purchase the Offered Securities at a purchase price equal
to 99.277% of the principal amount of the Offered
Securities, plus interest, if any, accrued on the Offered
Securities from August 1, 1994.
The Underwriters will pay for such Offered
Securities upon delivery thereof at the offices of
Skadden, Arps, Slate, Meagher & Flom, 919 Third Avenue,
New York, New York at 10:00 a.m., New York City time, on
August 11, 1994, or at such other time as shall be
jointly designated by the Underwriters and the Company.
The Offered Securities will be issued pursuant
to the Indenture relating to Senior Debt Securities dated
as of April 1, 1994 (the "Senior Indenture"), between the
Company and The Chase Manhattan Bank, N.A., as Trustee,
and will have the following terms:
MATURITY: August 1, 2004
INTEREST RATE: 7 5/8% per annum
INTEREST PAYMENT DATES: February 1 and August 1, of
each year, commencing
February 1, 1995
REDEMPTION PROVISIONS: None
SINKING FUND PROVISIONS: None
DEFEASANCE PROVISIONS: The Senior Indenture
provisions relating to
defeasance will apply to the
Offered Securities.
CONVERSION RIGHTS: None
REPURCHASE UPON
CHANGE OF CONTROL: The Offered Securities will
be redeemable at the option
of the Holders in the event
of a Change in Control.
The respective principal amounts of the
Securities to be purchased by each of the Underwriters
are set forth opposite their names in Schedule A hereto.
All the provisions contained in the document
entitled International Paper Company Underwriting
Agreement Standard Provisions (Debt), 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,
MORGAN STANLEY & CO. INCORPORATED
CS FIRST BOSTON CORPORATION
MERRILL LYNCH & CO.
Merrill Lynch, Pierce, Fenner & Smith
Incorporated
By: MORGAN STANLEY & CO. INCORPORATED
By: /s/ William H. White
Name: William H. White
Title: Vice President
Accepted as of the date hereof:
INTERNATIONAL PAPER COMPANY
By: /s/ E. William Boehmler
Name: E. William Boehmler
Title: Vice President and
Treasurer
SCHEDULE A
Principal
Underwriter Amount
Morgan Stanley & Co. Incorporated . . . $ 50,000,000
CS First Boston Corporation . . . . . . 50,000,000
Merrill Lynch, Pierce, Fenner & Smith
Incorporated . . . . . . . 50,000,000
Total . . . . . . . . . . . . . . $150,000,000