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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15 (d) of the
Securities Exchange Act of 1934
April 29, 1994
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Date of Report (Date of earliest event reported)
INTERNATIONAL PAPER COMPANY
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(Exact name of Registrant as specified in its charter)
New York 1-3157 13-0872805
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(State of Commission (IRS Employer
Incorporation) File Identification
Number)
Two Manhattanville Road, Purchase, NY 10577
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(Address of principal executive offices)
914-397-1500
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(Registrant's telephone No.)
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ITEM I. CHANGES IN CONTROL OF REGISTRANT
N/A
ITEM II. ACQUISITION OR DISPOSITION OF ASSETS
N/A
ITEM III. BANKRUPTCY OR RECEIVERSHIP
N/A
ITEM IV. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
N/A
ITEM V. OTHER EVENTS
N/A
ITEM VI. RESIGNATIONS OF REGISTRANT'S DIRECTORS
N/A
ITEM VII. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements
N/A
(b) Pro Forma Financial Information:
N/A
(c) Exhibits:
1(a) Agency Agreement dated July 20, 1992, among International
Paper Company, The First Boston Corporation and Kidder,
Peabody & Co. Incorporated.
1(b) Amendment dated April 29, 1994 to Agency Agreement dated
July 20, 1992, among International Paper Company, CS First
Boston Corporation (successor
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to The First Boston Corporation) and Kidder, Peabody & Co.
Incorporated.
ITEM VIII. CHANGES IN FISCAL YEAR
N/A
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
INTERNATIONAL PAPER COMPANY
(Registrant)
Date: April 29, 1994 /s/SYVERT E. NERHEIM
Purchase, NY ---------------------------
Syvert E. Nerheim
Assistant Secretary
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EXHIBIT INDEX
Exhibits Page
- - -------- ----
1(a) Agency Agreement dated July 20, 1992, among International
Paper Company, The First Boston Corporation and Kidder,
Peabody & Co. Incorporated . . . . . . . . . . . . . . .
1(b) Amendment dated April 29, 1994 to Agency Agreement dated
July 20, 1992, among International Paper Company, CS
First Boston Corporation (successor to The First Boston
Corporation) and Kidder, Peabody & Co. Incorporated. . .
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$400,000,000
INTERNATIONAL PAPER COMPANY
MEDIUM-TERM NOTES
AGENCY AGREEMENT
July 20, 1992
The First Boston Corporation,
Park Avenue Plaza,
New York, New York 10055
Kidder, Peabody & Co. Incorporated
10 Hanover Square
New York, New York 10005
Dear Sirs:
1. INTRODUCTION. International Paper Company, a New York
corporation (the "Issuer), confirms its agreement with each of you
(individually, an "Agent" and collectively, the "Agents") with respect to the
issue and sale from time to time by the Issuer of its medium-term notes
registered under the registration statement referred to in Section 2(a) (any
such medium-term notes being hereinafter referred to as the "Securities").
Notes may be sold pursuant to Section 3 of this Agreement in an aggregate
amount not to exceed the amount of Registered Securities (as defined in
Section 2(a) hereof) registered pursuant to such registration statement
reduced by the aggregate amount of any other Registered Securities sold
otherwise than pursuant to Section 3 of this Agreement. The Securities will
be issued under an indenture, dated as of May 22, 1992 and amended by the
First Supplemental Indenture, dated as of June 26, 1992 (together, the
"Indenture"), between the Issuer and The Bank of New York, as trustee (the
"Trustee").
The Securities shall have the maturity ranges, annual interest
rates, or interest rate formulas, if any, and other terms set forth in the
Prospectus referred to in
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Section 2(a) as it may be amended or supplemented from time to time. The
Securities will be issued, and the terms thereof established, from time to
time by the Issuer in accordance with the Indenture and the Procedures (as
defined in Section 3(d) hereof).
2. REPRESENTATIONS AND WARRANTIES OF THE ISSUER. The Issuer
represents and warrants to, and agrees with, each Agent as follows:
(a) A registration statement (No. 33-48167), including a
prospectus, relating to debt securities of the Issuer, including the
Securities ("Registered Securities"), has been filed with the Securities and
Exchange Commission (the "Commission") and has become effective. Such
registration statement, as amended as of the Closing Date (as defined in
Section 3(e) hereof), is hereinafter referred to as the "Registration
Statement", and the prospectus included in such Registration Statement, as
supplemented as of the Closing Date, including all material incorporated by
reference therein, is hereinafter referred to as the "Prospectus". Any
reference in this Agreement to amending or supplementing the Prospectus shall
be deemed to include the filing of materials incorporated by reference in the
Prospectus after the Closing Date and any reference in this Agreement to any
amendment or supplement to the Prospectus shall be deemed to include any such
materials incorporated by reference in the Prospectus after the Closing Date.
(b) On the effective date of the registration statement relating
to the Registered Securities, such registration statement conformed in all
respects to the requirements of the Securities Act of 1933, as amended (the
"Act"), the Trust Indenture Act of 1939, as amended (the "Trust Indenture
Act") and the rules and regulations of the Commission (the "Rules and
Regulations") and did not include any untrue statement of a material fact or
omit to state any material fact required to be stated therein or necessary to
make the statements therein not misleading, and on the Closing Date, the
Registration Statement and the Prospectus, and at each of the times of
acceptance and of delivery referred to in Section 6(a) hereof and at each of
the times of amendment or supplementing referred to in Section 6(b) hereof
(the Closing Date and each such time being herein sometimes referred to as a
"Representation Date"), the Registration Statement and the Prospectus as then
amended or supplemented will conform in all respects
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to the requirements of the Act, the Trust Indenture Act and the Rules and
Regulations, and neither of such documents will include any untrue statement
of a material fact or will omit to state any material fact required to be
stated therein or necessary to make the statements therein not misleading,
except that the foregoing does not apply to statements in or omissions from
any of such documents based upon written information furnished to the Issuer
by any Agent specifically for use therein.
3. APPOINTMENT AS AGENT; AGREEMENT OF AGENT; SOLICITATIONS AS
AGENT.
(a) Subject to the terms and conditions stated herein, the
Issuer hereby appoints each of the Agents as an agent of the Issuer for the
purpose of soliciting or receiving offers to purchase the Securities from the
Issuer by others. So long as this Agreement shall remain in effect with
respect to any Agent, the Issuer shall not, without providing notice to any
such Agent, solicit or accept offers to purchase Securities otherwise than
through one of the Agents (except as contemplated by Section 11 hereof);
PROVIDED, HOWEVER, that; (i) subject to all of the terms and conditions of
this Agreement and any agreement contemplated by Section 11 hereof, the
foregoing shall not be construed to prevent the Issuer from selling at any
time any Securities pursuant to any placement agency agreement or in a firm
commitment underwriting pursuant to an underwriting agreement that does not
provide for a continuous offering of such Registered Securities, and (ii) the
Issuer may accept offers to purchase Securities through an agent other than an
Agent; PROVIDED that (x) the Issuer shall not have solicited such offers,
(y) the Issuer and such agent shall have executed an agreement with respect to
such purchases having terms and conditions (including, without limitation,
commission rates) with respect to such purchases substantially the same as the
terms and conditions that would apply to such purchases under this Agreement
if such agent was an Agent.
(b) On the basis of the representations and warranties contained
herein, but subject to the terms and conditions herein set forth, each Agent
agrees, as agent of the Issuer, to use reasonable efforts when requested by
the Issuer to solicit offers to purchase the Securities upon the terms and
conditions set forth in the Prospectus, as from time to time amended or
supplemented.
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Upon receipt of notice from the Issuer as contemplated by Section
4(b) hereof, each Agent shall suspend its solicitation of offers to purchase
Securities until such time as the Issuer shall have furnished it with an
amendment or supplement to the Registration Statement or the Prospectus, as
the case may be, contemplated by Section 4(b) and shall have advised such
Agent that such solicitation may he resumed.
The Issuer reserves the right, in its sole discretion, to suspend
solicitation of offers to purchase the Securities commencing at any time for
any period of time or permanently. Upon receipt of at least one business
day's prior notice from the Issuer, the Agents will forthwith suspend
solicitation of offers to purchase Securities from the Issuer until such time
as the Issuer has advised the Agents that such solicitation may be resumed.
For the purpose of the foregoing sentence, "business day" shall mean any day
which is not a Saturday or Sunday and which in New York City is not a day on
which banking institutions are generally authorized or obligated by law or
executive order to close.
The Agents are authorized to solicit offers to purchase Securities
only in a minimum aggregate amount of $100,000 and only in fully registered
form in denominations of $100,000 and integral multiples of $1,000 in excess
thereof, and at a purchase price which, unless otherwise specified in a
supplement to the Prospectus, shall be equal to 100% of the principal amount
thereof. Each Agent shall communicate to the issuer, orally or in writing,
each offer to purchase Securities received by it as agent and believed by it
to be reasonable. The Issuer shall have the sole right to accept offers to
purchase the Securities and may reject any such offer, in whole or in part.
Each Agent shall have the right, in its discretion reasonably exercised,
without notice to the Issuer, to reject any offer to purchase Securities
received by it, in whole or in part, and any such rejection shall not be
deemed a breach of its agreement contained herein.
No Security which the Issuer has agreed to sell pursuant to this
Agreement shall be deemed to have been purchased and paid for, or sold by the
Issuer, until such Security shall have been delivered to the purchaser thereof
against payment by such purchaser.
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(c) At the time of delivery of, and payment for, any Securities
sold by the Issuer as a result of a solicitation made by, or offer to purchase
received by, an Agent, the Issuer agrees to pay such Agent a commission in
accordance with the schedule set forth in Exhibit A hereto.
(d) Administrative procedures respecting the sale of Securities
(the "Procedures") shall be agreed upon from time to time by the Agents and
the Issuer. The initial Procedures, which are set forth in Exhibit B hereto,
shall remain in effect until changed by agreement among the Issuer and the
Agents. Each Agent and the Issuer agree to perform the respective duties and
obligations specifically provided to be performed by each of them herein and
in the Procedures. The Issuer will furnish to the Trustee a copy of the
Procedures as from time to time in effect.
(e) The documents required to be delivered by Section 5 hereof
shall be delivered at the office of Skadden, Arps, Slate, Meagher & Flom, 919
Third Avenue, New York City, not later than 10:00 A.M., New York City time, on
the date of this Agreement or at such later time as may be mutually agreed by
the Issuer and the Agents, which in no event shall be later than the time at
which the Agents commence solicitation of purchases of Securities hereunder,
such time and date being herein called the "Closing Date".
4. CERTAIN AGREEMENTS OF THE ISSUER. The Issuer agrees with the
Agents that it will furnish to Skadden, Arps, Slate, Meagher & Flom, counsel
for the Agents, one signed copy of the Registration Statement, including all
exhibits, in the form it became effective and of all amendments thereto and
that, in connection with each offering of Securities,
(a) The Issuer will advise each Agent promptly of any proposal
to amend or supplement the Registration Statement or the Prospectus and will
afford the Agents a reasonable opportunity to comment on any such proposed
amendment or supplement; and the Issuer will also advise each Agent of the
filing of any such amendment or supplement and of the institution by the
Commission of any stop order proceedings in respect of the Registration
Statement or of any part thereof and will use its best efforts to prevent the
Issuance of any such stop order and to obtain as soon as possible its lifting,
if issued.
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(b) If, at any time when a prospectus relating to the Securities
is required to be delivered under the Act, and no suspension of solicitation
of offers to purchase Securities pursuant to Section 3(b) or this Section 4(b)
shall be in effect (any such time and any time when either any Agent shall own
any Securities with the intention of reselling them or the Issuer has accepted
an offer to purchase Securities but the related settlement has not occurred
being referred to herein as a "Marketing Time"), any event occurs as a result
of which the Prospectus as then amended or supplemented would include an
untrue statement of a material fact or omit to state any material fact
necessary to make the statements therein, in the light of the circumstances
under which they were made when such Prospectus is delivered, not misleading,
or if it is necessary at any time to amend the Prospectus to comply with the
Act, the Issuer will promptly instruct each Agent to suspend solicitation of
offers to purchase the Securities; and if the Issuer shall decide to amend or
supplement the Registration Statement or the Prospectus, it will promptly
advise each Agent by telephone (with confirmation in writing) and, subject to
the provisions of subsection (a) of this Section, will promptly prepare and
file with the Commission an amendment or supplement which will correct such
statement or omission or an amendment which will effect such compliance.
Neither the Agents' consent to, nor their delivery of, any such amendment or
supplement shall constitute a waiver of any of the conditions set forth in
Section 5.
(c) The Issuer will file promptly all documents required to be
filed with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the
Securities Exchange Act of 1934 (the "Exchange Act"). In addition, on or
prior to the date on which the Issuer makes any announcement to the general
public concerning earnings or concerning any other event which is required to
be described, or which the Issuer proposes to describe, in a document filed
pursuant to the Exchange Act, the Issuer will furnish the information
contained or to be contained in such announcement to each Agent, confirmed in
writing and, subject to the provisions of subsections (a) and (b) of this
Section, will cause the Prospectus to be amended or supplemented to reflect
the information contained in such announcement. The Issuer also will furnish
each Agent with copies of all other press releases or announcements to the
general public. The Issuer will immediately notify each
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Agent of any downgrading in the rating of the Securities or any other debt
securities of the Issuer, or any proposal to downgrade the rating of the
Securities or any other debt securities of the Issuer, by any "nationally
recognized statistical rating organization" (as defined for purposes of Rule
436(g) under the Act), or any public announcement that any such organization
has under surveillance or review its rating of any debt securities of the
Issuer (other than an announcement with positive implications of a possible
upgrading, and no implication of a possible downgrading of such rating), as
soon as the Issuer learns of such downgrading, proposal to downgrade or public
announcement.
(d) As soon as practicable after the date of each acceptance by
the Issuer of an offer to purchase Securities hereunder, but in any event not
later than the Applicable Availability Date (as defined below), the Issuer
will make generally available to its security holders an earnings statement
covering a period of at least 12 months beginning after the Applicable
Effective Date (as defined below) which will satisfy the provisions of Section
11(a) of the Act. For the purpose of the preceding sentence only, "Applicable
Effective Date" means the latest of (i) the effective date of the registration
statement relating to the Registered Securities, (ii) the effective date of
the most recent post-effective amendment to such registration statement to
become effective prior to the date of such acceptance and (iii) the date of
filing of the Issuer's most recent Annual Report on Form 10-K filed with the
Commission prior to the date of such acceptance, and "Applicable Availability
Date" means (A) the 45th day after the end of the fourth fiscal quarter
following the fiscal quarter that includes the Applicable Effective date or
(B) if such fourth fiscal quarter is the last quarter of the Issuer's fiscal
year, the 90th day after the end of such fourth fiscal quarter.
(e) The Issuer will furnish to each Agent copies of the
Registration Statement, including all exhibits, any related preliminary
prospectus, any related preliminary prospectus supplement, the Prospectus and
all amendments and supplements to such documents, in each case as soon as
available and in such quantities as are reasonably requested.
(f) The Issuer will arrange for the qualification of the
Securities for sale and the determination of
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their eligibility for investment under the laws of such jurisdictions as the
Agents designate and will continue such qualifications in effect so long as
required for the distribution.
(g) So long as any Securities are outstanding, the Issuer will
furnish to the Agents, (i) as soon as practicable after the end of each fiscal
year, a copy of its annual report to stockholders for such year, (ii) as soon
as available, a copy of each report or definitive proxy statement of the
Issuer filed with the Commission under the Exchange Act or mailed to
stockholders, and (iii) from time to time, such other information concerning
the Issuer as the Agents may reasonably request.
(h) The Issuer will pay all expenses incident to the performance
of its obligations under this Agreement and will reimburse each Agent for any
expenses (including fees and disbursements of counsel) incurred by it in
connection with qualification of the Securities for sale and determination of
their eligibility for investment under the laws of such jurisdictions as such
Agent may designate and the printing of memoranda relating thereto, for any
fees charged by investment rating agencies for the rating of the Securities,
for any filing fee of the National Association of Securities Dealers, Inc.
relating to the Securities, for expenses incurred in distributing the
Prospectus and all supplements thereto, any preliminary prospectuses and any
preliminary prospectus supplements to each Agent and for the reasonable fees
and disbursements of counsel to the Agents, for costs incurred by each Agent
in advertising any offering of Securities and for each Agent's reasonable
expenses (including the reasonable fees and disbursements of counsel to the
Agents) incurred in connection with the establishment or maintenance of the
program contemplated by this Agreement or otherwise in connection with the
activities of the Agents under this Agreement (including any purchases of
Notes by any Agent for resale as contemplated by Section 11).
5. CONDITIONS OF OBLIGATIONS. The obligation of each Agent,
as agent of the Issuer, under this Agreement at any time to solicit offers to
purchase the Securities is subject to the accuracy, on the date hereof, on
each Representation Rate and on the date of each such solicitation, of the
representations and warranties of the Issuer herein, to the accuracy, on each
such date, of the state-
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ments of the Issuer's officers made pursuant to the provisions hereof, to the
performance, on or prior to each such date, by the Issuer of its obligations
hereunder, and to each of the following additional conditions precedent:
(a) The Prospectus, as amended or supplemented as of any
Representation Date or date of such solicitation, as the case may be, shall
have been filed with the Commission in accordance with the Rules and
Regulations and no stop order suspending the effectiveness of the Registration
Statement or of any part thereof shall have been issued and no proceedings for
that purpose shall have been instituted or, to the knowledge of the Issuer or
any Agent, shall be contemplated by the Commission.
(b) Neither the Registration Statement nor the Prospectus, as
amended or supplemented as of any Representation Date or date of such
solicitation, as the case may be, shall contain any untrue statement of fact
which, in the opinion of any Agent, is material or omits to state a fact
which, in the opinion of any Agent, is material and is required to be stated
therein or is necessary to make the statements therein not misleading.
(c) There shall not have occurred (i) any change, or any
development involving a prospective change, in or affecting particularly the
business or properties of the Issuer or its subsidiaries which, in the
judgment of such Agent, materially impairs the investment quality of the
Securities; (ii) any downgrading in the rating of the Issuer's debt securities
by any "nationally recognized statistical rating organization" (as defined for
purposes of Rule 436(g) under the Act) or any public announcement that any
such organization has under surveillance or review its rating of any debt
securities of the Issuer (other than an announcement with positive
implications of a possible upgrading, and no implication of possible
downgrading, of such rating); (iii) any suspension or limitation of trading in
securities generally on the New York Stock Exchange, or any setting of minimum
prices for trading on such exchange, or any suspension of trading of any
securities of the Issuer on any exchange or in the over-the-counter market;
(iv) any banking moratorium declared by Federal or New York authorities; or
(v) any outbreak or escalation of major hostilities in which the United States
is involved, any declaration of war by Congress or any other substantial
national or international calamity or emergency if, in the
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judgement of such Agent, the effect of any such outbreak, escalation,
declaration, calamity or emergency makes it impractical or inadvisable to
proceed with solicitations of purchases of, or sales of, Securities.
(d) At the Closing Date, the Agents shall have received an
opinion, dated the Closing Date, of James W. Guedry, Associate General Counsel
of the Issuer, or other counsel satisfactory to the Agents to the effect that:
(i) The Issuer has been duly incorporated and is an
existing corporation in good standing under the laws of the State of New
York, with corporate power and authority to own its properties and
conduct its business as described in the Prospectus; and the Issuer is
duly qualified to do business as a foreign corporation in good standing
in all other jurisdictions in which it owns or leases substantial
properties or in which the conduct of its business requires such
qualification;
(ii) The Indenture has been duly authorized, executed and
delivered by the Issuer and has been duly qualified under the Trust
Indenture Act; the Securities of any series established on or prior to
the date of such opinion have been duly authorized and established in
conformity with the Indenture and the Indenture constitutes, and, when
the terms of any Security of any such series have been established in
accordance with the Indenture and so as not to violate any applicable
law or agreement or instrument then binding on the Issuer and such
Security has been duly executed, authenticated, issued and delivered
against payment therefor in accordance with the Indenture and as
contemplated by this Agreement, such Security will constitute, valid and
legally binding obligations of the Issuer, 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 it being
understood that such counsel may state that as of the date of such
opinion a judgment for money in an action based on Securities
denominated in foreign currencies or currency units in a Federal or
State court in the United States ordinarily would be enforced in the
United States only in United States dollars, and that
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the date used to determine the rate of conversion of the foreign
currency or currency unit in which a particular Security is denominated
into United States dollars will depend upon various factors, including
which court renders the judgment;
(iii) The Registration Statement has become effective under
the Act, the Prospectus was filed with the Commission pursuant to the
subparagraph of Rule 424(b) under the Act specified in such opinion on
the date specified therein, and, to the best of the knowledge of such
counsel, no stop order suspending the effectiveness of the Registration
Statement or of any part thereof has been issued and no proceedings for
that purpose have been instituted or are pending or contemplated under
the Act, and the registration statement relating to the Registered
Securities, as of its effective date, the Registration Statement and the
Prospectus, as of the Closing Date, and any amendment or supplement
thereto, as of its date, complied as to form in all material respects
with the requirements of the Act, the Trust Indenture Act and the Rules
and Regulations; such counsel has no reason to believe that such
registration statement as of its effective date, the Registration
Statement or the Prospectus, as of the Closing Date, or any such
amendment or supplement, as of its 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; the descriptions in the Registration Statement and the
Prospectus of statutes, legal and governmental proceedings and contracts
and other documents are accurate and fairly present the information
required to be shown; and such counsel does not know of any legal or
governmental proceedings required to be described in the Prospectus
which are not described as required or of any contracts or documents of
a character required to be described in the Registration Statement or
the Prospectus or to be filed as exhibits to the Registration Statement
which are not described and filed as required; it being understood that
such counsel need express no opinion as to the financial statements or
other financial data contained in the Registration Statement or the
Prospectus;
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(iv) No consent, approval, authorization or order of, or
filing with, any governmental agency or body or any court is required
for the consummation of the transactions contemplated by this Agreement
in connection with the issuance and sale of the Securities by the
Issuer, except such as have been obtained and made under the Act and the
Trust Indenture Act and such as may be required under state securities
or Blue Sky laws;
(v) The execution, delivery and performance of the
Indenture, this Agreement and the issuance and sale of the Securities,
and compliance with the terms and provisions thereof, will not result in
a breach or violation of any of the terms and provisions of, or
constitute a default under, any statute, any rule, regulation or order
of any governmental agency or body or any court having jurisdiction over
the Issuer or any subsidiary of the Issuer or any of their properties or
any agreement or instrument to which the Issuer or any such subsidiary
is a party or by which the Issuer or any such subsidiary is bound or to
which any of the properties of the Issuer or any such subsidiary is
subject, or the charter or by-laws of the Issuer or any such subsidiary,
and the Issuer has full power and authority to authorize, issue and sell
the Securities as contemplated by this Agreement; and
(vi) This Agreement has been duly authorized, executed and
delivered by the Issuer.
(e) At the Closing Date, the Agents shall have received a
certificate, dated the Closing Date, of the Vice President and Treasurer and
the Controller of the Issuer in which such officers, to the best of their
knowledge after reasonable investigation, shall state that (i) the
representations and warranties of the Issuer in this Agreement are true and
correct, (ii) the Issuer has complied with all agreements and satisfied all
conditions on its part to be performed or satisfied hereunder at or prior to
the Closing Date, (iii) no stop order suspending the effectiveness of the
Registration Statement or of any part thereof has been issued and no
proceedings for that purpose have been instituted or are contemplated by the
Commission, and (iv) subsequent to the date of the most recent financial
statements in the Prospectus, there has been no material adverse change in the
financial position or results of
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operations of the Issuer and its subsidiaries, except as set forth in or
contemplated by the Prospectus or as described in such certificate.
(f) At the Closing Date, the Agents shall have received a
letter, dated the Closing Date, of Arthur Andersen & Co., confirming that they
are independent public accountants within the meaning of the Act and the
applicable published Rules and Regulations thereunder and stating in effect
that:
(i) In their opinion, the financial statements and
schedules examined by them and included in the prospectus contained in
the Registration Statement comply in form in all material respects with
the applicable accounting requirements of the Act and the related
published Rules and Regulations;
(ii) They have made a review of the condensed financial
statements of the Issuer and consolidated subsidiaries included in the
Issuer's Quarterly Reports on Form 10-Q, if any, incorporated in the
Prospectus;
(iii) They have made a review of any unaudited financial
statements included in the Prospectus in accordance with standards
established by the American Institute of Certified Public Accountants,
as indicated in their report or reports attached to such letter;
(iv) On the basis of the review referred to in (ii) above
and a reading of the latest available interim financial statements of
the Issuer, inquiries of officials of the Issuer who have responsibility
for financial and accounting matters and other specified procedures,
nothing came to their attention that caused them to believe that:
(A) the unaudited financial statements, if
any, included in the Prospectus do not comply in form in all
material respects with the applicable accounting requirements of
the Act and the related published Rules and Regulations or are not
in conformity with generally accepted accounting principles
applied on a basis substantially consistent with that of the
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audited financial statements included in the Prospectus;
(B) the unaudited capsule information, if any,
included in the Prospectus does not agree with the amounts set
forth in the unaudited consolidated financial statements from
which it was derived or was not determined on a basis
substantially consistent with that of the audited financial
statements included in the Prospectus;
(C) at the date of the latest available
balance sheet read by such accountants, or at a subsequent
specified date not more than five days prior to the Closing Date,
there was any change in common stock, paid in capital, common
shares held in treasury, at cost (other than changes resulting
from issuances of common stock pursuant to the Issuer's Employee
Stock Option Plan, Dividend Reinvestment Plan, Savings Investment
Plan, such other employee benefit plan as from time to time may be
offered by the Issuer and incentive plans), or preferred stock,
any decreases in total common share owners' equity (other than
decreases resulting from common and preferred stock dividends), or
any increases in the short-term indebtedness or long-term debt
(other than increases resulting from commercial paper borrowings)
of the Issuer, in each case in excess of $25 million, as compared
with amounts shown on the latest balance sheet included in the
Prospectus; or
(D) for the period from the date of the latest
income statement included in the Prospectus to the closing date of
the latest available income statement read by such accountants
there were any decreases, as compared with the corresponding
period of the previous year and with the period of corresponding
length ended the date of the latest income statement included in
the Prospectus, in consolidated net sales, net operating income,
or net income, or in the ratio of earnings to fixed charges.
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except in all cases set forth in clauses (C) and (D) above for changes,
increases or decreases which the Prospectus discloses have occurred or
may occur or which are described in such letter; and
(v) They have compared specified dollar amounts (or
percentages derived from such dollar amounts) and other financial
information contained in the Prospectus (in each case to the extent that
such dollar amounts, percentages and other financial information are
derived from the general accounting records of the Issuer and its
subsidiaries subject to the internal controls of the Issuer's accounting
system or are derived directly from such records by analysis or
computation) with the results obtained from inquiries, a reading of such
general accounting records and other procedures specified in such letter
and have found such dollar amounts, percentages and other financial
information to be in agreement with such results, except as otherwise
specified in such letter.
All financial statements and schedules included in material
incorporated by reference into the Prospectus shall be deemed included in the
Prospectus for purposes of this subsection.
(g) The Agents shall have received from Skadden, Arps, Slate,
Meagher & Flom, counsel for the Agents, such opinion or opinions, dated the
Closing Date, with respect to the incorporation of the Issuer, the validity of
the Securities, the Registration Statement, the Prospectus and other related
matters as they may require, and the Issuer shall have furnished to such
counsel such documents as they request for the purpose of enabling them to
pass upon such matters.
The Issuer will furnish the Agents with such conformed copies of
such opinions, certificates, letters and documents as they reasonably request.
6. ADDITIONAL COVENANTS OF THE ISSUER. The Issuer agrees
that:
(a) Each acceptance by the Issuer of an offer for the purchase
of Securities shall be deemed to be an affirmation that its representations
and warranties con-
15
<PAGE>
tained in this Agreement are true and correct at the time of such acceptance
and a covenant that such representations and warranties will be true and
correct at the time of delivery to the purchaser of the Securities relating to
such acceptance as though made at and as of each such time, it being
understood that such representations and warranties shall relate to the
Registration Statement and the Prospectus as amended or supplemented at each
such time. Each such acceptance by the Issuer of an offer for the purchase of
Securities shall be deemed to constitute an additional representation,
warranty and agreement by the Issuer that, as of the settlement date for the
sale of such Securities, after giving effect to the issuance of such
Securities, of any other Securities to be issued on or prior to such
settlement date and of any other Registered Securities to be issued and sold
by the Issuer on or prior to such settlement date, the aggregate amount of
Registered Securities (including any Securities) which have been issued and
sold by the Issuer will not exceed the amount of Registered Securities
registered pursuant to the Registration Statement.
(b) Each time that the Registration Statement or the Prospectus
shall be amended or supplemented (other than by an amendment or supplement
relating solely to interest rates or maturities of Securities), the Issuer
shall, (A) concurrently with such amendment or supplement if such amendment or
supplement shall occur at a Marketing Time, or (a) immediately at the next
Marketing Time if such amendment or supplement shall not occur at a Marketing
Time, furnish the Agents with a certificate, dated the date of delivery
thereof, of the Vice President and Treasurer and the Controller of the Issuer,
in form satisfactory to the Agents, to the effect that the statements
contained in the certificate covering the matters set forth in Section 5(e)
hereof which was last furnished to the Agents are true and correct at the time
of such amendment or supplement, as though made at and as of such time (except
that such statements shall be deemed to relate to the Registration Statement
and the Prospectus as amended or supplemented at such time and except that the
statements contained in the certificate covering the matters set forth in
clause (ii) of Section 5(e) shall be deemed to relate to the time of delivery
of such certificate) or, in lieu of such certificate a certificate of the same
tenor as the certificate referred to in Section 5(e), modified as necessary to
relate to the Registration Statement and the Prospectus as
16
<PAGE>
amended or supplemented at the time of delivery of such certificate and, in
the case of the matters set forth in clause (ii) of Section 5(e), to the time
of delivery of such certificate.
(c) At each Representation Date described in Section 6(b), the
Issuer shall (A) concurrently if such Representation Date shall occur at a
Marketing Time, or (B) immediately at the next Marketing Time if such
Representation Date shall not occur at a Marketing Time furnish the Agents
with a written opinion or opinions, dated the date of such Representation
Date, of counsel for the Issuer, in form satisfactory to the Agents, to the
effect set forth in Section 5(d) hereof; PROVIDED, HOWEVER, that in lieu
of such opinion or opinions, counsel may furnish the Agents with a letter or
letters to the effect that the Agents may rely on a prior opinion delivered
under Section 5(d) or this Section 6(c); PROVIDED, FURTHER, HOWEVER,
that any opinion or opinions furnished under this Section 6(c) shall relate to
the Registration Statement and the Prospectus as amended or supplemented at
such Representation Date and shall state that the Securities sold in the
relevant Applicable Period (as defined below) have been duly executed,
authenticated, issued and delivered and constitute valid and legally binding
obligations of the Issuer enforceable in accordance with their terms, subject
only to the exceptions set forth in clause (iii) of Section 5(d) hereof as to
bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and
similar laws of general applicability relating to or affecting creditors'
rights and general equity principles, and conform to the description thereof
contained in the Prospectus as amended or supplemented at the relevant
settlement date or dates for the sale of such Securities. For the purpose of
this Section 6(c), "Applicable Period" shall mean with respect to any opinion
delivered on a Representation Date the period commencing on the date as of
which the most recent prior opinion delivered under Section 5(d) or this
Section 6(c) speaks and ending on such Representation Date.
(d) At each Representation Date described in Section 6(b) on
which the Registration Statement or the Prospectus shall be amended or
supplemented to include additional financial information (other than financial
information contained in a periodic earnings release filed with the Commission
on Form 8-K), the Issuer shall cause Arthur Andersen & Co. (A) concurrently
if such Representa-
17
<PAGE>
tion Date shall occur at a Marketing Time, or (B) immediately at the next
Marketing Time if such Representation Date shall not occur at a Marketing
Time, to furnish the Agents with a letter, addressed jointly to the Issuer and
the Agents and dated the date of such Representation Date, in form and
substance satisfactory to the Agents, to the effect set forth in Section 5(f)
hereof; PROVIDED, HOWEVER, that to the extent appropriate such letter may
reconfirm matters set forth in a prior letter delivered pursuant to Section
5(f) or this Section 6(d); PROVIDED, FURTHER, HOWEVER, that any letter
furnished under this Section 6(d) shall relate to the Registration Statement
and the Prospectus as amended or supplemented at such Representation Date,
with such changes as may be necessary to reflect changes in the financial
statements and other information derived from the accounting records of the
Issuer.
(e) On each settlement date for the sale of Securities, the
Issuer shall, if requested by an Agent that solicited or received the offer to
purchase any Securities being delivered on such settlement date, furnish such
Agent with a written opinion of counsel of the Issuer, dated the date of
delivery thereof, in form satisfactory to such Agent, to the effect set forth
in clauses (i), (ii) and (iii) of Section 5(d) hereof PROVIDED, HOWEVER,
that any opinion furnished under this Section 6(e) shall relate to the
Prospectus as amended or supplemented at such settlement date and expect that
such opinion shall state that the Securities being sold by the Issuer on such
settlement date, when delivered against payment therefor as provided in the
Indenture and this Agreement, will have been duly executed, authenticated,
issued and delivered and will constitute valid and legally binding obligations
of the Issuer enforceable in accordance with their terms, subject only to the
exceptions as to enforcement set forth in clause (iii) of Section 5(d) hereof,
and will conform to the description thereof contained in the Prospectus as
amended or supplemented at such settlement date.
(f) The Issuer agrees that any obligation of a person who has
agreed to purchase Securities to make payment for and take delivery of such
Securities shall be subject to (i) the accuracy, on the related settlement
date fixed pursuant to the Procedures, of the Issuer's representation and
warranty deemed to be made to the Agents pursuant to the last sentence of
subsection (a) of this Section 6, and (ii) the satisfaction, on such
settlement
18
<PAGE>
date, of each of the conditions set forth in Sections 5(a), (b) and (c), it
being understood that under no circumstances shall any Agent have any duty or
obligation to exercise the judgment permitted under Section 5(h) or (c) on
behalf of any such person.
7. INDEMNIFICATION AND CONTRIBUTION.
(a) The Issuer will indemnify and hold harmless each Agent
against any losses, claims, damages or liabilities, joint or several to which
such Agent may become subject, under the Act or otherwise, insofar as such
losses, claims, damages or liabilities (or actions in respect thereof) arise
out of or are based upon any untrue statement or alleged untrue statement of
any material fact contained in the Registration Statement, the Prospectus, or
any amendment or supplement thereto, or any related to preliminary prospectus
or preliminary prospectus supplement, or the omission or alleged omission to
state therein a material fact required to be stated therein or necessary to
make the statements therein not misleading, and will reimburse each Agent for
any legal or other expenses reasonably incurred by such Agent in connection
with investigating or defending any such loss, claim, damage, liability or
action as such expenses are incurred; PROVIDED, HOWEVER, that the Issuer
will not be liable to such Agent in any such case to the extent that any such
loss, claim, damage or liability arises out of or is based upon an untrue
statement or alleged untrue statement or omission or alleged omission made in
any of such documents in reliance upon and in conformity with written
information furnished to the Issuer by such Agent specifically for use
therein, unless such loss, claim, damage or liability arises out of the offer
or sale of Securities occurring after the Agent has notified the Issuer in
writing that such information should no longer be used therein.
(b) Each Agent will indemnify and hold harmless the Issuer
against any losses, claims, damages or liabilities to which the Issuer may
become subject, under the Act or otherwise, insofar as such losses, claims,
damages or liabilities (or actions in respect thereof) arise out of or are
based upon any untrue statement or alleged untrue statement of any material
fact contained in the Registration Statement, the Prospectus or any amendment
or supplement thereto, or any related preliminary prospectus or preliminary
prospectus supplement, or arise out of or are
19
<PAGE>
based upon the omission or the alleged omission to state therein a material
fact required to be stated therein or necessary to make the statements therein
not misleading, in each case to the extent, but only to the extent, that such
untrue statement or alleged untrue statement or omission or alleged omission
was made in reliance upon and in conformity with written information furnished
to the Issuer by such Agent specifically for use therein, and will reimburse
any legal or other expenses reasonably incurred by the Issuer in connection
with investigating or defending any such loss, claim, damage, liability or
action as such expenses are incurred, unless such loss, claim, damage or
liability arises out of the offer or sale of Securities occurring after the
Agent has notified the Issuer in writing that such information should no
longer be used therein.
(c) Promptly after receipt by an indemnified party under this
Section 7 of notice of the commencement of any action, such indemnified party
will, if a claim in respect thereof is to be made against the indemnifying
party under subsection (a) or (b) above, notify the indemnifying party of the
commencement thereof; but the omission so to notify the indemnifying party
will not relieve it from any liability which it may have to any indemnified
party otherwise than under subsection (a) or (b) above. In case any such
action is brought against any indemnified party, and it notifies the
indemnifying party of the commencement thereof, the indemnifying party will be
entitled to participate therein and, to the extent that it may wish, jointly
with any other indemnifying party similarly notified, to assume the defense
thereof, with counsel satisfactory to such indemnified party (who shall not,
except with the consent of the indemnified party, be counsel to the
indemnifying party and who shall not be counsel to any other indemnified party
who may have interests conflicting with those of such indemnified party), and
after notice from the indemnifying party to such indemnified party of its
election so to assume the defense thereof, the indemnifying party will not be
liable to such indemnified party under this Section 7 for any legal or other
expenses subsequently incurred by such indemnified party in connection with
the defense thereof other than reasonable costs of investigation.
(d) If the indemnification provided for in this Section 7 is
unavailable or insufficient to hold harmless an indemnified party under
subsection (a) or (b) above,
20
<PAGE>
then each indemnifying party shall contribute to the amount paid or payable by
such indemnified party as a result of the losses, claims, damages or
liabilities referred to in subsection (a) or (b) above (i) in such proportion
as is appropriate to reflect the relative benefits received by the Issuer on
the one hand and any Agent on the other from the offering pursuant to this
Agreement of the Securities which are the subject of the action 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 Issuer on
the one hand and any Agent 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 Issuer on the one hand and any Agent on the other shall be
deemed to be in the same proportions as the total net proceeds from the
offering pursuant to this Agreement of the Securities which are subject to the
action (before deducting expenses) received by the Issuer bear to the total
commissions received by such Agent from the offering of such Securities
pursuant to this Agreement. The relative fault 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 Issuer or such Agent and
the parties' relative intent, knowledge, access to information and opportunity
to correct or prevent such untrue statement or omission. The amount paid by
an indemnified party as a result of the losses, claims, damages or liabilities
referred to in the first sentence of this subsection (d) shall be deemed to
include any legal or other expenses reasonably incurred by such indemnified
party in connection with investigating or defending any action or claim which
is the subject of this subsection (d). Notwithstanding the provisions of this
subsection (d), no Agent shall be required to contribute any amount in excess
of the amount by which the total price at which the Securities which are the
subject of the action and which were distributed to the public through it
pursuant to this Agreement or upon resale of Securities purchased by it from
the Issuer exceeds the amount of any damages which such Agent 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
21
<PAGE>
of Section 11(f) of the Act) shall be entitled to contribution from any person
who was not guilty of such fraudulent misrepresentation. The obligations of
each Agent in this subsection (d) to contribute are several, in the same
proportion which the amount of the Securities which are the subject of the
action and which were distributed to the public through such Agent pursuant to
this Agreement bears to the total amount of such Securities distributed to the
public through both of the Agents pursuant to this Agreement, and not joint.
(e) The obligations of the Issuer under this Section 7 shall be
in addition to any liability which the Issuer may otherwise have and shall
extend, upon the same terms and conditions, to each person, if any, who
controls each Agent within the meaning of the Act; and the obligations of each
Agent under this Section 7 shall be in addition to any liability which each
Agent may otherwise have and shall extend, upon the same terms and conditions,
to each director of the Issuer, to each officer of the Issuer who has signed
the Registration Statement and to each person, if any, who controls the Issuer
within the meaning of the Act.
8. STATUS OF EACH AGENT. In soliciting offers to purchase
the Securities from the Issuer pursuant to this Agreement and in assuming its
other obligations hereunder (other than offers to purchase pursuant to Section
11), each Agent is acting individually and not jointly and is acting solely as
agent for the Issuer and not as principal. Each Agent will make reasonable
efforts to assist the Issuer in obtaining performance by each purchaser whose
offer to purchase Securities from the Issuer has been solicited by such Agent
and accepted by the Issuer, but such Agent shall have no liability to the
Issuer in the event any such purchase is not consummated for any reason. If
the Issuer shall default on its obligations to deliver Securities to a
purchaser whose offer it has accepted, the Issuer (i) shall hold the Agents
harmless against any loss, claim or damage arising from or as a result of such
default by the Issuer, and (ii) in particular, shall pay to the Agents any
commission to which they would be entitled in connection with such sale.
9. SURVIVAL OF CERTAIN REPRESENTATIONS AND OBLIGATIONS. The
respective indemnities, agreements, representations, warranties and other
statements of the
22
<PAGE>
Issuer of its officers and of the Agents set forth in or made pursuant to this
Agreement will remain in full force and effect, regardless of any
investigation, or statement as to the results thereof, made by or on behalf of
any Agent, the Issuer or any of their respective representatives, officers or
directors or any controlling person and will survive delivery of and payment
for the Securities. If this Agreement is terminated pursuant to Section 10 or
for any other reason, the Issuer shall remain responsible for the expenses to
be paid or reimbursed by it pursuant to Section 4(h) and the obligations of
the Issuer under Sections 4(d) and 4(g) and the respective obligations of the
Issuer and the Agents pursuant to Section 7 shall remain in effect. In
addition, if any such termination shall occur either (i) at a time when any
Agent shall own any of the Securities with the intention of reselling them or
(ii) after the Issuer has accepted an offer to purchase Securities and prior
to the related settlement, the obligations of the Issuer under the last
sentence of Section 4(b), under Sections 4(a), 4(c), 4(e), 4(f), 6(a), 6(e)
and 6(f) and, in the case of a termination occurring as described in clause
(ii) of this sentence, under Section 3(c) and under the last sentence of
Section 8, shall also remain in effect.
10. TERMINATION. This Agreement may be terminated for any
reason at any time by the Issuer as to any Agent or, in the case of either
Agent, by such Agent insofar as this Agreement relates to such Agent, upon the
giving of one day's written notice of such termination to the other parties
hereto. Any settlement with respect to Securities placed by an Agent
occurring after termination of this Agreement shall be made in accordance with
the Procedures and each Agent agrees, if requested by the Issuer, to take the
steps therein provided to be taken by such Agent in connection with such
settlement.
11. PURCHASES AS PRINCIPAL. From time to time, any Agent may
agree with the Issuer to purchase Securities from the Issuer as principal, in
which case such purchase shall be made in accordance with the terms of a
separate agreement (a "Purchase Agreement") to be entered into between such
Agent and the Issuer in the form attached hereto as Exhibit D. A Purchase
Agreement, to the extent set forth therein, may incorporate by reference
specified provisions of this Agreement. A Purchase Agreement may also specify
certain provisions relating to the reoffering
23
<PAGE>
of such Notes by such Agent. Whether or not the Issuer and an Agent execute
and deliver an agreement in connection with any such sale and purchase, such
sale and purchase shall, unless the Issuer and such Agent otherwise expressly
agree in writing, be made pursuant to a Purchase Agreement in the form
attached hereto as Exhibit D with such additional provisions relating to the
terms of the Securities and of the purchase and sale (and, if applicable,
resale) thereof as shall be set forth in the Purchase Information delivered
pursuant to the Procedures, and such Agent's compensation shall, unless
otherwise agreed between the Issuer and such Agent, be the amount thereof set
forth in the Pricing Supplement.
12. SALES OF SECURITIES DENOMINATED IN A CURRENCY OTHER THAN
U.S. DOLLARS. If at any time the Issuer and any of the Agents shall
determine to issue and sell Securities denominated in a currency other than
U.S. dollars, which other currency may include a composite currency, the
Issuer and any such Agent shall execute and deliver a Foreign Currency
Amendment in the form attached hereto as Exhibit C. The Foreign Currency
Amendment shall establish, as appropriate, additions to and modifications of
the terms of this Agreement, which additions and modifications shall apply to
the sales, whether offered on an agency or principal basis, of Securities
denominated in the currency covered thereby.
13. NOTICES. Except as otherwise provided herein, all notices
and other communications hereunder shall be in writing and shall be deemed to
have been duly given if mailed or transmitted by any standard form of
telecommunication. Notices to The First Boston Corporation shall be directed
to it at Park Avenue Plaza, 39th Floor, New York, New York 10055, Attention:
Mr. Joseph Fashano; notices to Kidder, Peabody & Co. Incorporated shall be
directed to it at 60 Broad Street, New York, New York 10004, Attention:
Christopher J. Vasiliu; and notices to the Issuer shall be directed to it at
Two Manhattanville Road, Purchase, New York 10577, Attention: Vice President
and Treasurer; to such other address or person as either party shall specify
to the other party by a notice given in accordance with the provisions of this
Section 13. Any such notice shall take effect at the time of receipt.
14. SUCCESSORS. This Agreement will inure to the benefit of
and be binding upon the parties hereto, their
24
<PAGE>
respective successors, the officers and directors and controlling persons
referred to in Section 7 and, to the extent provided in Section 6(f), any
person who has agreed to purchase Securities from the Issuer, and no other
person will have any right or obligation hereunder.
15. GOVERNING LAW; COUNTERPARTS. This Agreement shall be
governed by and construed in accordance with the laws of the State of New
York. This Agreement may be executed in counterparts and the executed
counterparts shall together constitute a single instrument.
If the foregoing correctly sets forth our agreement, please indicate
your acceptance hereof in the space provided for that purpose below.
Very truly yours,
INTERNATIONAL PAPER COMPANY
By E. WILLIAM BOEHMLER
-------------------------------
CONFIRMED AND ACCEPTED, as of the
date first above written:
THE FIRST BOSTON CORPORATION
By RICHARD W. KURZ
--------------------------------
KIDDER, PEABODY & CO. INCORPORATED
By KEITH D. PHILLIPS
--------------------------------
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<PAGE>
EXHIBIT A
The Issuer agrees to pay either Agent a commission equal to the
following percentage of the principal amount of Securities sold to purchasers
solicited by such Agent:
COMMISSION RATE
(AS A PERCENTAGE OF
TERM PRINCIPAL AMOUNT)
9 months to less than 12 months .125%
12 months to less than 18 months .150
18 months to less than 24 months .200
24 months to less than 30 months .250
30 months to less than 3 years .300
3 years to less than 4 years .350
4 years to less than 5 years .450
5 years to less than 7 years .500
7 years to less than 10 years .550
10 years to less than 20 years .600
20 years to 30 years .750
<PAGE>
EXHIBIT B
ADMINISTRATIVE PROCEDURES
The Medium-Term Notes due from nine months to 30 years from their
issue date (the "Notes"), are to be offered on a continuing basis by
International Paper Company (the "Issuer"). The First Boston Corporation and
Kidder, Peabody & Co. Incorporated, as agents individually, an "Agent" and
collectively, the "Agents"), have each agreed to use reasonable efforts to
solicit offers to purchase the Notes. Neither Agent will be obligated to
purchase Notes for its own account. Nor will any Notes be purchased for an
Agent's account without the expressed approval of the Issuer. The Notes are
being sold pursuant to an Agency Agreement, dated July 20, 1992 (the "Agency
Agreement"), among the Issuer and the Agents, and will be issued pursuant to
an Indenture, dated as of May 22, 1992 as amended by the First Supplemental
Indenture, dated as of June 26, 1992 (the "Indenture"), between the Issuer and
The Bank of New York, as trustee (the "Trustee"). The Notes will rank equally
and ratably with all other unsecured and unsubordinated indebtedness of the
Issuer and will have been registered under the Securities Act of 1933 (the
"Act"). For a description of the terms of the Notes and the offering and sale
thereof, see the sections entitled "Description of Notes", "Special Provisions
Relating to Foreign Currency Notes", "Plan of Distribution of Notes" and
"Glossary" in the Prospectus Supplement relating to the Notes, dated July 20,
1992, attached hereto and hereinafter referred to as the "Prospectus
Supplement", and the sections entitled "Description of Debt Securities",
"Foreign Currency Risks", "Limitations on Issuance of Bearer Securities",
"United States Taxation" and "Plan of Distribution" in the Prospectus relating
to the Notes, dated July l, 1992, attached hereto and hereinafter referred to
as the "Prospectus". Defined terms used herein but not defined herein shall
have the meanings assigned to them in the Agency Agreement, the Prospectus or
the Prospectus Supplement.
The Notes will be represented either by Global Notes delivered to
The Depository Trust Company ("DTC") or its nominee and recorded in the
book-entry system
B-1
<PAGE>
maintained by DTC or such nominee ("Book-Entry Notes") or by certificates
delivered to the Holders thereof or Per-sons designated by such Holders
("Certificated Notes"). Notes for which interest is calculated on the basis of
a Fixed interest rate are referred to herein as "Fixed Rate Notes". Notes for
which interest is calculated at a rate or rates determined by reference to an
interest rate formula are referred to herein as "Floating Rate Notes".
Notes which are issued at a price lower than the principal amount
thereof and which provide that upon redemption or acceleration of the Maturity
thereof an amount less than the principal thereof shall become due and payable
are referred to herein as "Original Issue Discount Notes". For special
provisions relating to Original Issue Discount Notes and other Notes issued at
a discount for tax purposes, see the section entitled "United States Taxation
- - -- Original Issue Discount" in the Prospectus.
Unless otherwise indicated in the applicable Pricing Supplement,
the Notes will be denominated in U.S. dollars and payments of principal of and
any premium and interest on the Notes will be made in U.S. dollars in the
manner indicated in the Prospectus and the Prospectus Supplement. Notes
denominated in one or more currencies or currency units other than U.S.
dollars are referred to herein as "Foreign Currency Notes". For special
provisions relating to Foreign Currency Notes, see the sections entitled
"Special Provisions Relating to Foreign Currency Notes" in the Prospectus
Supplement and "Foreign Currency Risks" in the Prospectus. Specific
information concerning the foreign currency or currency unit in which a
particular Foreign Currency Note is denominated, including historical exchange
rates and a description of the currency and any exchange controls, shall be
contained in a Pricing Supplement to the Prospectus Supplement reflecting the
terms of such Notes.
Notes which provide that amounts payable by the Issuer in respect
of principal of or any premium or interest on the Notes shall be determined by
reference to the value, rate or price of one or more specified indices, are
referred to herein as "Indexed Notes". Specific information pertaining to the
method for determining the principal amounts payable, a historical comparison
of the value, rate or price of the specified index, indices and
B-2
<PAGE>
the face amount of the indexed Note and certain additional tax considerations
will be described in the applicable Pricing Supplement.
Administrative procedures and specific terms of the offering are
explained below. Part I indicates procedures applicable to all Notes; Part II
indicates specific procedures for Certificated Notes; and Part III indicates
specific procedures for Book-Entry Notes. Administrative and record-keeping
responsibilities will be handled for the Issuer by its Treasury Department.
The Issuer will advise the Agents in writing of those persons handling
administrative responsibilities with whom the Agents are to communicate
regarding offers to purchase Notes and the details of their delivery.
PART I: PROCEDURES APPLICABLE TO ALL NOTES
ISSUE DATE
Each Note will be dated the date of its authentication. Each Note
will also bear an original issue date (the "Issue Date") which, with respect
to any such Note (or portion thereof), shall mean the date of its original
issuance and shall be specified therein. The Issue Date will remain the same
for all Notes subsequently issued upon transfer, exchange or substitution of a
Note, regardless of their dates of authentication.
PRICE TO PUBLIC
Except as otherwise specified in a Pricing Supplement, each Note
will be issued at 100% of principal amount.
MATURITIES
Each Note will mature on a date, selected by the purchaser and
agreed to by the Issuer, which will be at least nine months but not more than
30 years after its Issue Date.
INTEREST PAYMENTS
Interest on each interest-bearing Note will be calculated and paid
in the manner described in such Note
B-3
<PAGE>
and in the Prospectus Supplement and the applicable Pricing Supplement.
Unless otherwise set forth therein, interest on Fixed Rate Notes (including
interest for partial periods) will be calculated on the basis of a 360-day
year of twelve 30-day months and will not accrue on the 31st day of any month.
Interest on Floating Rate Notes, except as otherwise set forth therein, will
be calculated on the basis of actual days elapsed and a year of 360 days,
except that in the case of a Floating Rate Note for which the Base Rate is the
Treasury Rate, interest will be calculated on the basis of the actual number
of days in the year.
On the fifth Business Day immediately preceding each Interest
Payment Date, the Trustee will furnish the Issuer with the total amount of
interest payments (whether in U.S. dollars or other currencies or currency
units) to be made on such Interest Payment Date. The Trustee will provide
monthly, to the Issuer's Treasury Department, a list of the principal and any
premium and interest to be paid on Notes maturing in the next succeeding
month. The Trustee will assume responsibility for withholding taxes on
interest paid as required by law.
REDEMPTION/REPAYMENT
If indicated in the applicable Pricing Supplement, the Notes of a
particular tenor will be subject to redemption in whole or in part (subject to
applicable minimum denominations), at the option of the Issuer on and after an
initial redemption date as set forth in the applicable Pricing Supplement and
in the applicable Note. The redemption price will be set forth in the
applicable Pricing Supplement and in the applicable Note.
If indicated in the applicable Pricing Supplement, the Notes of a
particular tenor will be subject to repayment at the option of the Holders
thereof in accordance with the terms of the Notes on a repayment date as set
forth in the applicable Pricing Supplement and in the applicable Note. The
repayment date or dates and repayment price will be set forth in the
applicable Pricing Supplement and in the applicable Note.
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PROCEDURES FOR ESTABLISHING THE TERMS OF THE NOTES
The Issuer and the Agents will discuss from time to time the rates
to be borne by the Notes that may be sold as a result of the solicitation of
offers by the Agents. Once any Agent has recorded any indication of interest
in Notes upon certain terms, and communicated with the Issuer, if the Issuer
plans to accept an offer to purchase Notes upon such terms, it will prepare a
Pricing Supplement to the Prospectus, as then amended or supplemented,
reflecting the terms of such Notes and, after approval from the Agents, will
arrange to have 10 copies of the Pricing Supplement filed with, or transmitted
by a means reasonably calculated to result in filing with, the Securities and
Exchange Commission (the "Commission") pursuant to Rule 424(b)(3) under the
Securities Act of 1933, as amended (the "Act") no later than the fifth
business day following the earlier of the date of determination of the
settlement information described below or the date such Pricing Supplement is
first used. The Issuer will supply at least 10 copies of the Prospectus, as
then amended or supplemented, and bearing such Pricing Supplement, to the
Agent who presented the offer (the "Presenting Agent"). No settlements with
respect to Notes upon such terms may occur prior to such transmitting or
filing and the Agents will not, prior to such transmitting or filing, mail
confirmations to customers who have offered to purchase Notes upon such terms.
After such transmitting or filing, sales, mailing of confirmations and
settlements may occur with respect to Notes upon such terms, subject to the
provisions of "Delivery of Prospectus" below.
If the Issuer decides to post rates and a decision has been
reached to change interest rates, the Issuer will promptly notify each Agent.
Each Agent will forthwith suspend solicitation of purchases. At that time,
the Agents will recommend and the Issuer will establish rates to be so
"posted". Following establishment of posted rates and prior to the
transmitting or filing described in the preceding paragraph, the Agents may
only record indications of interest in purchasing Notes at the posted rates.
Once any Agent has recorded any indication of interest in Notes at the posted
rates and communicated with the Issuer, if the Issuer plans to accept an offer
at the posted rate, it will prepare a Pricing Supplement reflecting such
posted rates and,
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after approval from the Agents, will arrange to have 10 copies of the Pricing
Supplement, filed with, or transmitted by means reasonably calculated to
result in filing with, the Commission and, to the extent not previously
supplied to the Presenting Agent will supply at least 10 copies of the
Prospectus, as then amended or supplemented, and bearing such Pricing
Supplement, to the Presenting Agent. No settlements at the posted rates may
occur prior to such transmitting or filing and the Agents will not, prior to
such transmitting or filing, mail confirmations to customers who have offered
to purchase Notes at the posted rates. After such transmitting or filing,
sales, mailing of confirmations and settlements may resume, subject to the
provisions of "Delivery of Prospectus" below.
Outdated Pricing Supplements, and copies of the Prospectus to
which they are attached (other than those retained for files), will be
destroyed.
SUSPENSION OF SOLICITATION: AMENDMENT OR SUPPLEMENT
As provided in the Agency Agreement, the Issuer may instruct the
Agents to suspend solicitation of offers to purchase at any time, and upon
receipt of at least one Business Day's prior notice from the Issuer, the
Agents will each forthwith suspend solicitation until such time as the Issuer
has advised them that solicitation of offers to purchase may be resumed.
If the Agents receive the notice from the Issuer contemplated by
Section 3(b) or 4(b) of the Agency Agreement, they will promptly suspend
solicitation and will only resume solicitation as provided in the Agency
Agreement. If the Issuer is required, pursuant to Section 4(b) of the Agency
Agreement, to prepare an amendment or supplement, it will promptly furnish
each Agent with the proposed amendment or supplement; if the Issuer decides to
amend or supplement the Registration Statement or the Prospectus relating to
the Notes, it will promptly advise each Agent and will furnish each Agent with
the proposed amendment or supplement in accordance with the terms of the
Agency Agreement. The Issuer will file such amendment or supplement with the
Commission, provide the Agents with copies of any such amendment or
supplement, confirm to the Agents that such amendment or supplement
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has been filed with the Commission and advise the Agents that solicitation may
be resumed.
Any such suspension shall not affect the Issuer's obligations
under the Agency Agreement; and in the event that at the time the Issuer
suspends solicitation of offers to purchase there shall be any offers already
accepted by the Issuer outstanding for settlement, the Issuer will have the
sole responsibility for fulfilling such obligations. The Issuer will in
addition promptly advise the Agent and the Trustee if such offers are not to
be settled and if copies of the Prospectus as in effect at the time of the
suspension may not be delivered in connection with the settlement of such
offers.
ACCEPTANCE OF OFFERS
Each Agent will promptly advise the Issuer, at its option, orally
or in writing, of each reasonable offer to purchase Notes received by it,
other than those rejected by such Agent. Each Agent, may, in its discretion
reasonably exercised, without notice to the Issuer, reject any offer received
by it, in whole or in part. The Issuer will have the sole right to accept
offers to purchase Notes and may reject any such offer, in whole or in part.
If the Issuer accepts or rejects an offer, in whole or in part, the Issuer
will promptly so notify the Presenting Agent.
CONFIRMATION
For each accepted offer, the Presenting Agent will issue a
confirmation to the purchaser, with a separate confirmation to the Issuer's
Treasury Department, setting forth the Purchase Information (as defined under
II below with respect to Certificated Notes and III below with respect to
Book-Entry Notes) and delivery and payment instructions; PROVIDED,
HOWEVER, that, in the case of the confirmation issued to the purchaser, no
confirmation shall be delivered to the purchaser prior to the delivery of the
Prospectus referred to below.
DETERMINATION OF SETTLEMENT DATE
The receipt of immediately available funds by the Issuer in
payment for a Note and (i) in the case of Certificated Notes, the
authentication and issuance of
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such Note and (ii) in the case of Book-Entry Notes, entry by the Presenting
Agent of an SDFS deliver order through DTC's Participant Terminal System to
credit such Note to the account of a Participant purchasing, or acting for the
purchase of, such Note, shall, with respect to such Note, constitute
"settlement". All offers accepted by the Issuer will be settled on the fifth
Business Day next succeeding the date of acceptance unless otherwise agreed by
the purchaser and the Issuer. The settlement date shall be specified upon
receipt of an offer to purchase. Prior to 11:00 a.m., New York City time, on
the settlement date, the Issuer will instruct the Trustee to authenticate and
deliver the Notes no later than 2:15 p.m., New York City time, on that date.
DELIVERY OF PROSPECTUS
A copy of the Prospectus as most recently amended or supplemented
on the date of delivery thereof (except as provided below) must be delivered
to a purchaser prior to or together with the earlier of the delivery of (i)
the written confirmation provided for above, and (ii) any Note purchased by
such purchaser. (For this purpose, entry of an SDFS deliver order through
DTC's Participant Terminal System to credit a Note to the account of a
Participant purchasing, or acting for the purchaser of, a Note shall be deemed
to constitute delivery of such Note.) Subject to the foregoing, it is
anticipated that delivery of the Prospectus, confirmation and Notes to the
purchaser will be made simultaneously at settlement. The Issuer shall ensure
that the Presenting Agent receives copies of the Prospectus and each amendment
or supplement thereto (including appropriate Pricing Supplements) in such
quantities and within such time limits as will enable the Presenting Agent to
deliver such information or Note to a purchaser as contemplated by these
procedures and in compliance with the first sentence of this paragraph. If,
since the date of acceptance of a purchaser's offer, the Prospectus shall have
been supplemented solely to reflect any sale of Notes on terms different from
those agreed to between the Issuer and such purchaser or a change in posted
rates not applicable to such purchaser, such purchaser shall not receive the
Prospectus as supplemented by such new supplement, but shall receive the
Prospectus as supplemented to reflect the terms of the Notes being purchased
by such
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purchaser and otherwise as most recently amended or supplemented on the date
of delivery of the Prospectus.
AUTHENTICITY OF SIGNATURES
The Issuer will cause the Trustee to furnish the Agents from time
to time with the specimen signatures of each of the Trustee's officers,
employees or agents who have been authorized by the Trustee to authenticate
Notes, but no Agent will have any obligation, or liability to the Issuer or
the Trustee in respect of the authenticity of the signature of any officer,
employee or agent of the Issuer or the Trustee on any Note or the Global Note
(as defined in Part III).
ADVERTISING EXPENSES
The Issuer will determine with the Agents the amount of
advertising that may be appropriate in offering the Notes. Advertising
expenses will be paid by the Issuer.
BUSINESS DAY
"Business Day" means any day which is not a Saturday or Sunday and
is not a day on which banking institutions are generally authorized or
obligated by law or executive order to close in The City of New York and, with
respect to LIBOR notes, a London Banking Day. "London Market Day" means any
day on which dealings in deposits in U.S. Dollars are transacted in the London
interbank market.
TRUSTEE NOT TO RISK FUNDS
Nothing herein shall be deemed to require the Trustee to risk or
expend its own funds in connection with any payment made to the Issuer, the
Agents, DTC or any Noteholder, it being understood by all parties that
payments made by the Trustee to the Issuer, the Agents, DTC or any Holder of a
Note shall be made only to the extent that funds are provided to the Trustee
for such purpose.
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PART II: ADMINISTRATIVE PROCEDURES FOR CERTIFICATED NOTES
FORM AND DENOMINATIONS
The Certificated Notes shall be issued only in fully registered
form in denominations of $100,000 and integral multiples of $1,000 in excess
thereof, or, in the case of Foreign Currency Notes, in such minimum
denomination, not less than the equivalent of $100,000, and such greater
denomination or denominations in excess thereof, as shall be set forth in the
applicable Pricing Supplement.
TRANSFERS AND EXCHANGES
A Certificated Note may be presented for transfer or exchange at
the principal corporate trust office of the Trustee in The City of New York.
Certificated Notes will be exchangeable for other Certificated Notes of any
authorized denominations and of like tenor and in a like aggregate principal
amount, upon surrender of the Certificated Notes to be exchanged at the
corporate trust office of the Trustee. Certificated Notes will not be
exchangeable for Book-Entry Notes.
PAYMENT AT MATURITY
Upon presentation of each Certificated Note at Maturity, the
Trustee (or a duly authorized Paying Agent) will pay the principal amount
thereof, together with premium, if any, and accrued interest due at Maturity.
Such payment will be made in immediately available funds, PROVIDED that the
Certificated Note is presented in time for the Paying Agent to make payment in
such funds in accordance with its normal procedures. The Issuer will provide
the Trustee (and any Payment Agent) with funds available for immediate use for
such purpose. Certificated Notes presented at Maturity will be canceled by
the Trustee as provided in the Indenture. For special provisions relating to
Foreign Currency Notes, see the section entitled "Special Provisions Relating
to Foreign Currency Notes" in the Prospectus Supplement and "Foreign Currency
Risks in the Prospectus.
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DETAILS FOR SETTLEMENT
For each offer for Certificated Notes accepted by the Issuer, the
Presenting Agent shall communicate to the Issuer's Treasury Department prior
to 3:00 p.m., New York City time, on the Business Day preceding the settlement
date, by telephone, telex, facsimile transmission or other acceptable means,
the following information (the "Purchase Information"):
1. Exact name in which the Note or Notes are to be registered
("registered owner").
2. Exact address of registered owner and, if different, the
address for delivery, notices and payment of principal and
premium, if any, and interest.
3. Taxpayer identification number of registered owner.
4. Principal amount of each Note in authorized denominations to
be delivered to registered owner.
5. In the case of Fixed Rate Notes, the interest rate of each
Note; in the case of Floating Rate Notes, the interest rate
formula, the Spread or Spread Multiplier (if any), the
maximum or minimum interest rate limitation (if any), the
Calculation Agent, the Calculation Dates, the Initial
Interest Rate, the Interest Payment Dates, the Regular
Record Dates, the Index Maturity, the Interest Determination
Dates and the Interest Reset Dates, in each case, to the
extent applicable with respect to each Note.
6. Stated Maturity of each Note.
7. Redemption and/or repayment provisions, if any, of each
Note.
8. Trade date of each Note.
9. Settlement date (Issue Date) of each Note.
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10. Presenting Agent's commission (to be paid in the form of a
discount from the proceeds remitted to the Issuer upon
settlement).
11. Price.
12. Currency or currency unit in which each Note is to be
denominated and exchange rate applicable to purchase Foreign
Currency Notes to be paid for in U.S. dollars.
13. Any additional application terms of each Note.
The issue Date of, and the settlement date for, Certificated Notes
will be the same. Before accepting any offer to purchase Certificated Notes
to be settled in less than three Business Days, the Issuer shall verify that
the Trustee will have adequate time to prepare and authenticate the Notes.
Immediately after receiving the details for each offer for
Certificated Notes from the Presenting Agent, the Issuer will, after recording
the details and any necessary calculations, communicate the Purchase
Information by telephone, telex, facsimile transmission or other acceptable
means, to the Trustee. Each such instruction given by the Issuer to the
Trustee shall constitute a continuing representation and warranty by the
Issuer to the Trustee and the Agents that (i) the issuance and delivery of
such Notes have been duly and validly authorized by the Issuer and (ii) such
Notes, when completed, authenticated and delivered, shall constitute the valid
and legally binding obligation of the Issuer. The Trustee will assign to and
enter on each Note a transaction number.
The Issuer will deliver to the Trustee a preprinted four-ply
packet for such Certificated Note, which packet will contain the following
documents in forms that have been approved by the Issuer, the Agents and the
Trustee:
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1. Certificated Note with customer information.
2. Stub One -- For the Trustee.
3. Stub Two -- For the Presenting Agent.
4. Stub Three -- For the Issuer.
The Trustee will complete such Certificated Note and will
authenticate such Certificated Note and deliver it (with the confirmation) and
Stubs One and Two to such Agent, and such Agent will acknowledge receipt of
the Note by stamping or otherwise marketing Stub One and returning it to the
Trustee. The Trustee will send Stub Three to the Issuer by first-class mail.
SETTLEMENT; NOTE DELIVERIES AND CASH PAYMENT
The Issuer will deliver to the Trustee at the commencement of the
program and from time to time thereafter a supply of duly executed
Certificated Notes with pre-printed control numbers adequate to implement the
program. Upon the receipt of appropriate documentation and instructions from
the Issuer in accordance with the applicable Officers' Certificate and
verification thereof, the Trustee will cause the Certificated Notes to be
completed and authenticated and hold the Certificated Notes for delivery
against payment.
The Trustee will deliver the Certificated Notes, in accordance
with instructions from the Issuer, to the Presenting Agent, as the Issuer's
agent, for the benefit of the purchaser only against receipt. The Presenting
Agent will acknowledge receipt of the Notes through a broker's receipt.
Delivery of the Certificated Notes by the Trustee will be made only against
such acknowledgement of receipt from the Presenting Agent. Upon the
Presenting Agent's determination that such Note has been authenticated,
delivered and completed as aforesaid, the Presenting Agent will make, or cause
to be made, payment to the Issuer at such account of the Issuer as it may
specify in writing, in immediately available funds, of an amount equal to the
principal amount of such Notes, less the applicable commission. If the
Presenting Agent in any instance advances its own funds, the Issuer
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shall not use any of the proceeds of such sale to acquire securities.
The Presenting Agent, as the Issuer's agent, will deliver the
Notes (with the written confirmation provided for above) to the purchaser
thereof against payment therefor by such purchaser in immediately available
funds. Delivery of any confirmation or Note will be made in compliance with
"Delivery of Prospectus" in Part I above.
FAILS
In the event that a purchaser shall fail to accept delivery of and
make payment for a Certificated Note on the settlement date, the Presenting
Agent will notify the Trustee and the Issuer, by telephone, confirmed in
writing. If such Certificated Note has been delivered to the Presenting
Agent, as the Issuer's agent, the Presenting Agent shall return such Note to
the Trustee. If funds have been advanced for the purchase of such Note, the
Trustee will, immediately upon receipt of such Note, debit the account of the
Issuer for the amount so advanced and the Trustee shall refund the payment
previously made by the Presenting Agent in immediately available funds. Such
payments will be made on the settlement date, if possible, and in any event
not later than the Business Day following the settlement date. If the fail
shall have occurred for any reason other than the failure of the Presenting
Agent to provide the Purchase Information to the Issuer or to provide a
confirmation to the purchaser, the Issuer will reimburse the Presenting Agent
on an equitable basis for its loss of the use of funds during the period when
the funds were credited to the account of the Issuer.
Immediately upon receipt of the Certificated Note in respect of
which the fail occurred, the Trustee will make appropriate entries in its
records to reflect the fact that the Note was never issued and the Note will
be canceled and disposed of as provided in the Indenture.
PART III: ADMINISTRATIVE PROCEDURES FOR BOOK-ENTRY NOTES
In connection with the qualification of the Book-Entry Notes for
eligibility in the book-entry system
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maintained by DTC, the Trustee will perform the custodial, document control
and administrative functions described below, in accordance with its
obligations under a Letter of Representations (the "Letter") from the Issuer
and the Trustee to DTC dated as of July __, 1992, and a Medium-Term Note
Certificate Agreement between the Trustee and DTC dated as of July __, 1992,
and its obligations as a participant in DTC, including DTC's Same-Day Funds
Settlement System ("SDFS").
FORM, DENOMINATIONS AND REGISTRATION
All Book-Entry Notes of the same tenor and having the same Issue
Date, will be represented initially by a single note (a "Global Note") in
fully registered form without coupons. Book-Entry Notes will represent Notes
denominated in U.S. dollars. Global Notes will be issued in denominations of
$100,000 and integral multiples of $1,000 in excess thereof. Each Global Note
will be registered in the name of Cede & Co., as nominee for DTC, on the
Security Register maintained under the Indenture. The beneficial owner of a
Book-Entry Note (or one or more indirect participants in DTC designated by
such owner) will designate one or more participants in DTC (with respect to
such Note, the "Participants") to act as agent or agents for such owner in
connection with the book-entry system maintained by DTC, and DTC will record
in book-entry form, in accordance with instructions provided by such
Participants, a credit balance with respect to such Note in the account of
such Participants. The ownership interest of such beneficial owner in such
Note will be recorded through the records of such Participants or through the
separate records of such Participants and one or more indirect participants in
DTC.
CUSIP NUMBERS
The Issuer has previously arranged with the CUSIP Service Bureau
of Standard & Poor's Corporation (the "CUSIP Service Bureau") for the
reservation of a series of CUSIP numbers (including tranche numbers), such
series consisting of approximately 900 CUSIP numbers and relating to Global
Notes representing Book-Entry Notes. The Issuer has previously obtained from
the CUSIP Service Bureau a written list of such reserved CUSIP numbers and has
previously delivered it to the Trustee and DTC. The Trustee will assign CUSIP
numbers serially to Global
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Notes as described below under "Details for Settlement". DTC will notify the
CUSIP Service Bureau periodically of the CUSIP numbers that the Trustee has
assigned to Global Notes. The Trustee will notify the Issuer at the time when
fewer than 100 of the reserved CUSIP numbers remain unassigned to the Global
Notes; and the Issuer will reserve an additional 900 CUSIP numbers for
assignment to Global Notes representing Book-Entry Notes. Upon obtaining such
additional CUSIP numbers, the Issuer shall deliver a list of such additional
CUSIP numbers to the Trustee and DTC.
TRANSFERS AND EXCHANGES FOR THE PURPOSE OF CONSOLIDATION
Transfers of a Book-Entry Note will be accomplished by book
entries made by DTC and, in turn, by Participants (and, in certain cases, one
or more indirect participants in DTC) acting on behalf of beneficial
transferors and transferees of such Note.
The Trustee may upon notice to the Issuer deliver to DTC and the
CUSIP Service Bureau at any time a written notice (a copy of which shall be
attached to the Global Note resulting from such exchange) specifying (i) the
CUSIP numbers of two or more outstanding Global Notes that represent
Book-Entry Notes of the same tenor and having the same Issue Date, and for
which interest (if any) has been paid to the same date, (ii) a date occurring
at least thirty days after such written notice is delivered and at least
thirty days before the next Interest Payment Date (if any) for such Notes, on
which such Global Notes shall be exchanged for a single replacement Global
Note and (iii) a new CUSIP number to be assigned to such replacement Global
Note. Upon receipt of such a notice, DTC will send to its Participants
(including the Trustee) a written notice to the effect that such exchange will
occur on such date. Prior to the specified exchange date, the Trustee will
deliver to the CUSIP Service Bureau a written notice setting forth such
exchange date and the new CUSIP number and stating that, as of such exchange
date, the CUSIP numbers of the Global Notes to be exchanged will no longer be
valid. On the specified exchange date, the Trustee will exchange such Global
Notes for a single Global Note bearing the new CUSIP number and the CUSIP
numbers of the exchanged Global Notes will, in accordance with CUSIP Service
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Bureau procedures, be canceled and not immediately reassigned.
NOTICE OF INTEREST PAYMENT DATES AND REGULAR RECORD DATES
To the extent then known, on the first Business Day of March,
June, September, and December of each year, the Trustee will deliver to the
Issuer and DTC a written list of Record Dates and Interest Payment Dates that
will occur with respect to Floating Rate Book-Entry Notes during the six-month
period beginning on such first Business Day.
PAYMENTS OF PRINCIPAL AND INTEREST
(a) PAYMENTS OF INTEREST ONLY. Promptly after each
Regular Record Date, the Trustee will deliver to the Issuer and DTC a written
notice specifying by CUSIP number the amount of interest to be paid on each
Global Note on the following Interest Payment Date (other than an Interest
Payment Date coinciding with Maturity) and the total of such amounts. The
Issuer will confirm with the Trustee the amount payable on each Global Note on
such Interest Payment Date. DTC will confirm the amount payable on each
Global Note on such Interest Payment Date by reference to the daily or weekly
bond reports published by Standard & Poor's Corporation. The Issuer will pay
to the Trustee the total amount of interest due on such Interest Payment Date
(other than at Maturity), and the Trustee will pay such amount to DTC at the
times and in the manner set forth below under "Manner of Payment."
(b) PAYMENT AT STATED MATURITY. On or about the first
Business Day of each month, the Trustee will deliver to the Issuer and DTC a
written list of principal and interest to be paid on each Global Note maturing
in the following month. The Issuer, the Trustee and DTC will confirm the
amounts of such principal and interest payments with respect to each such
Global Note on or about the fifth Business Day preceding the Stated Maturity
of such Global Note. The Issuer will pay to the Trustee, as the paying agent,
the principal amount of such Global Note, together with interest due at such
Stated Maturity. Upon surrender of a Global Note, the Trustee will pay such
amounts to DTC at the times and in the manner set forth below under "Manner of
Payment". If
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any Stated Maturity of a Global Note representing Book- Entry Notes is not a
Business Day, the payment due on such day shall be made on the next succeeding
Business Day and no interest shall accrue on such payment for the period from
and after such Stated Maturity. Promptly after payment to DTC of the
principal and any interest due at the Stated Maturity of such Global Note, the
Trustee will cancel such Global Note and return such Global Note to the Issuer
in accordance with the terms of the Indenture.
(c) PAYMENT UPON REDEMPTION. The Trustee will comply
with the terms of the Letter with regard to redemptions or repayments of the
Book-Entry Notes. In the case of Book-Entry Notes stated by their terms to be
redeemable prior to Stated Maturity, at least 60 calendar days before the date
fixed for redemption (the "Redemption Date"), the Issuer shall notify the
Trustee of the Issuer's election to redeem such Book-Entry Notes in whole or
in part and the principal amount of such Book-Entry Notes to be so redeemed.
At least 30 calendar days but not more than 60 calendar days prior to the
Redemption Date, the Trustee shall notify DTC of the Issuer's election to
redeem such Book-Entry Notes. The Trustee shall notify the Issuer and DTC of
the CUSIP numbers of the particular Book-Entry Notes to be redeemed either in
whole or in part. The Issuer, the Trustee and DTC will confirm the amounts of
such principal and premium, if any, and interest payable with respect to each
such Book-Entry Note on or about the fifth Business Day preceding the
Redemption Date of such Book-Entry Note. The Issuer will pay the Trustee, in
accordance with the terms of the Indenture, the amount necessary to redeem
each such Book-Entry Note or the applicable portion of each such Book-Entry
Note. The Trustee will pay such amount to DTC at the times and in the manner
set forth herein. Promptly after payment to DTC of the amount due on the
Redemption Date for such Book-Entry Note, the Trustee shall cancel any such
Book-Entry Note redeemed in whole and shall deliver it to the Issuer with an
appropriate debit advice. If a Global Note is to be redeemed in part, the
Trustee will cancel such Global Note and issue a Global Note which shall
represent the remaining portion of such Global Note and shall bear the CUSIP
number of the canceled Global Note.
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(d) MANNER OF PAYMENT. The total amount of any
principal and interest due on Global Notes on any Interest Payment Date or at
Maturity shall be paid by the Issuer to the Trustee in immediately available
funds on such date. The Issuer will make such payment on such Global Notes by
wire transfer to the Trustee. The Issuer will confirm instructions regarding
payment in writing to the Trustee. Prior to 10:00 a.m., New York City time,
on each date of Maturity of a Book-Entry Note or as soon as possible
thereafter, the Trustee will pay by separate wire transfer (using Fedwire
message entry instructions in a form previously specified by DTC) to an
account at the Federal Reserve Bank of New York previously specified by DTC in
funds available for immediate use by DTC, each payment of principal (together
with interest thereon) due at Maturity on Book-Entry Notes. On each Interest
Payment Date, interest payment shall be made to DTC in same day funds in
accordance with existing arrangements between the Trustee and DTC.
Thereafter, on each such date, DTC will pay, in accordance with its SDFS
operating procedures then in effect, such amounts in funds available for
immediate use to the respective Participants in whose names the Book-Entry
Notes represented by such Global Notes are recorded in the book-entry system
maintained by DTC. NEITHER THE ISSUER NOR THE TRUSTEE SHALL HAVE ANY DIRECT
RESPONSIBILITY OR LIABILITY FOR THE PAYMENT BY DTC TO SUCH PARTICIPANTS OF THE
PRINCIPAL OF AND PREMIUM, IF ANY, AND INTEREST ON THE BOOK-ENTRY NOTES.
(e) WITHHOLDING TAXES. The amount of any taxes required
under applicable law to be withheld from any interest payment on a Book-Entry
Note will be determined and withheld by the Participant, indirect
participation in DTC or other person responsible for forwarding payments and
materials directly to the beneficial owner of such Note.
DETAILS FOR SETTLEMENT
For each offer for Book-Entry Notes accepted by the Issuer, the
Presenting Agent shall communicate to the Issuer's Treasury Department prior
to 11:00 a.m., New York City time, on the first Business Day after the sale
date (or on the sale date if such sale is to be settled within one Business
Day), by telephone, telex, facsimile
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transmission or other acceptable means, the following information (the
"Purchase Information"):
1. Exact name in which the Notes are to be registered
("registered owner").
2. Exact address of registered owner and, if different, the
address for delivery, notices and payment of principal and
premium, if any, and interest.
3. Taxpayer identification number of registered owner.
4. Principal amount of the Notes.
5. Stated Maturity of the Notes.
6. In the case of Fixed Rate Notes, the interest rate of the
Notes; in the case of Floating Rate Notes, the interest rate
formula, the Spread or Spread Multiplier (if any), the
maximum or minimum interest rate limitation (if any), the
Calculation Agent, the Calculation Dates, the Initial
Interest Rate, the Interest Payment Dates, the Regular
Record Dates, the Index Maturity, the Interest Determination
Dates and the Interest Reset Dates, in each case, to the
extent applicable with respect to the Notes.
7. Redemption and/or repayment provisions, if any, of the
Notes.
8. Trade date of the Notes.
9. Settlement date (Issue Date) of the Notes.
10. Presenting Agent's commission (to be paid in the form of a
discount from the proceeds remitted to the Issuer upon
settlement).
11. Price.
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12. Currency or currency unit in which the Notes are to be
denominated and exchange rate applicable to purchase Foreign
Currency Notes payable in U.S. dollars.
13. Any additional applicable terms of the Notes.
The Issue Date of, and the settlement date for, Book-Entry Notes
will be the same. Before accepting any offer to purchase Book-Entry Notes to
be settled in less than three Business Days, the Issuer shall verify that the
Trustee will have adequate time to prepare and authenticate the Global Notes.
If the initial interest rate for a Floating Rate Book-Entry Note
has not been determined at the time that the foregoing procedure is completed,
the procedures described in the following two paragraphs shall be completed as
soon as such rate has been determined but no later than 12:00 Noon and 2:00
p.m., as the case may be, on the Business Day before the settlement date.
Immediately after receiving the details for each offer for
Book-Entry Notes from the Presenting Agent and in any event no later than
12:00 Noon on the first Business Day after the sale date (or on the sale date
if such sale is to be settled within one Business Day), the Issuer will, after
recording the details and any necessary calculations, communicate the Purchase
Information by telephone, telex, facsimile transmission or other acceptable
means, to the Trustee. Each such instruction given by the Issuer to the
Trustee shall constitute a continuing representation and warranty by the
Issuer to the Trustee and the Agents that (i) the issuance and delivery of
such Notes have been duly and validly authorized by the Issuer and (ii) such
Notes, when completed, authenticated and delivered, shall constitute the valid
and legally binding obligations of the Issuer.
Immediately after receiving the Purchase Information from the
issuer and in any event no later than 2:00 P.M. on the first Business Day
after the sale date (or on the sale date if such sale is to be settled within
one Business Day), the Trustee will assign a CUSIP number to the Global Note
representing such Book-Entry Note and will telephone the Issuer and advise the
Issuer of such
B-21
<PAGE>
CUSIP number and, as soon thereafter as practicable, the Issuer shall notify
the Agent of such CUSIP number. The Trustee will enter a pending deposit
message through DTC's Participant Terminal System, providing the following
settlement information to DTC (which shall route such information to Standard
& Poor's Corporation) and the relevant Agent:
1. The applicable Purchase Information.
2. Initial Interest Payment Date for each Book-Entry Note,
number of days by which such date succeeds the Regular
Record Date which shall be the Regular Record Date (as
defined in the Note), and, if known, the amount of interest
payable on such Interest Payment Date per $1,000 principal
amount of Book-Entry Notes.
3. Identification as either a Fixed Rate Note or a Floating
Rate Note.
4. CUSIP number of the Global Note representing such Note.
5. Whether such Global Note will represent any other Book-Entry
Note (to the extent known at such time).
6. Interest payment periods.
7. Number of the participant accounts maintained by DTC on
behalf of the Trustee and the Agents.
Standard & Poor's Corporation will use the information received in
the pending deposit message to include the amount of any interest payable and
certain other information regarding the related Global Note in the appropriate
daily or weekly bond reports published by Standard & Poor's Corporation.
SETTLEMENT; GLOBAL NOTE DELIVERY AND CASH PAYMENT
The Issuer will deliver to the Trustee at the commencement of the
program and from time to time thereafter a supply of duly executed
Certificated Notes with
B-22
<PAGE>
pre-printed control numbers adequate to implement the program. Upon the
receipt of appropriate documentation and instructions from the Issuer in
accordance with the applicable Officers' Certificate and verification thereof,
the Trustee will cause the Global Note to be completed and authenticated and
hold the Global Note for delivery against payment.
Prior to 10:00 A.M. on the Settlement Date, DTC will credit such
Note to the Trustee's participant account at DTC. At or prior to 2:00 P.M. on
the Settlement Date, the Trustee will enter an SDFS deliver order through
DTC's Participant Terminal System instructing DTC to (i) debit such Note to
the Trustee's participant account and credit such Note to the Presenting
Agent's participant account and (ii) debit the Presenting Agent's settlement
account and credit the Trustee's settlement account for an amount equal to the
price of such Note less such Agent's commission (in accordance with SDFS
operating procedures in effect on the Settlement Date). The entry of such a
deliver order shall constitute a representation and warranty by the Trustee to
DTC that (i) the Global Note representing such Note has been executed,
delivered and authenticated and (ii) the Trustee is holding such Global Note
pursuant to the Medium-Term Note Certificate Agreement between the Trustee and
DTC.
Simultaneously with the giving of such instructions by the
Trustee, the Presenting Agent will enter an SDFS deliver order through DTC's
Participant Terminal System instructing DTC (i) to debit such Note to such
Agent's participant account and credit such Note to the Participant accounts
of the Participants with respect to such Note and (ii) to debit the settlement
accounts of such Participants and credit the settlement account of such Agent
for an amount equal to the price of such Note (in accordance with SDFS
operating procedures in effect on the settlement date).
Transfers of funds are subject to extension in accordance with any
extension of Fedwire closing deadlines and in the other events specified in
the SDFS operating procedures in effect on the settlement date.
The Trustee, upon confirming receipt of such funds, will wire
transfer the amount transferred to the
B-23
<PAGE>
Trustee, in funds available for immediate use, for the account of
International Paper Company, to account no. 036-1-046469 at The Chase
Manhattan Bank, N.A., Manhattan Branch (ABA No. 021000021).
FAILS
If settlement of a Book-Entry Note is rescheduled or cancelled,
the Issuer shall notify the Trustee, and upon receipt of such notice, the
Trustee will deliver to DTC, through DTC's Participant Terminal System, a
cancellation message to such effect by no later than 2:00 p.m., New York City
time, on the Business Day immediately preceding the scheduled settlement date.
If the Trustee has not entered an SDFS deliver order with respect
to a Book-Entry Note, then upon written request (which may be evidenced by
telecopy transmission) of the Issuer, the Trustee shall deliver to DTC,
through DTC's Participant Terminal System, as soon as practicable, but no
later than 2:00 p.m. on any Business Day, a withdrawal message instructing DTC
to debit such Note to the Trustee's participant account. DTC will process the
withdrawal message, provided that the Trustee's participant account contains a
principal amount of the Global Note representing such Note that is at least
equal to the principal amount to be debited. If withdrawal messages are
processed with respect to all the Book-Entry Notes represented by a Global
Note, the Trustee will mark such Global Note "cancelled", make appropriate
entries in the Trustee's records and send such cancelled Global Note to the
Issuer. The CUSIP number assigned to such Global Note shall, in accordance
with CUSIP Service Bureau procedures, be cancelled and not immediately
reassigned. If withdrawal messages are processed with respect to one or more,
but not all, of the Book-Entry Notes represented by a Global Note, the Trustee
will exchange such Global Note for two Global Notes, one of which shall
represent such Book-Entry Note or Notes and shall be cancelled immediately
after issuance and the other of which represents the remaining Book-Entry
Notes previously represented by the surrendered Global Note and shall bear the
CUSIP number of the surrendered Global Note.
If the purchase price for any Book-Entry Note is not timely paid
to the Participants with respect to
B-24
<PAGE>
such Note by the beneficial purchaser thereof (or a person, including an
indirect participant in DTC, acting on behalf of such purchaser), such
Participants and, in turn, the Presenting Agent may enter an SDFS deliver
order through DTC's Participant Terminal System debiting such Note to such
Agent's participant account and crediting such Note free to the participant
account of the Trustee and shall notify the Trustee and the Issuer thereof.
Thereafter, the Trustee, (i) will immediately notify the Issuer, once the
Trustee has confirmed that such Note has been credited to its participant
account, and the Issuer shall immediately transfer by Fedwire (in immediately
available funds) to the Presenting Agent an amount equal to the price of such
Note which was previously sent by wire transfer to the account of the Issuer
maintained at The Chase Manhattan Bank, N.A., and (ii) the Trustee will
deliver the withdrawal message and take the related actions described in the
preceding paragraph. Such debits and credits will be made on the settlement
date, if possible, and in any event not later than 5:00 pm. on the following
Business Day. If the fail shall have occurred for any reason other than
failure of the [Presenting] Agent to provide the Purchase Information to the
Issuer or to provide a confirmation to the purchaser, the Issuer will
reimburse the Presenting Agent on an equitable basis for its loss of the use
of funds during the period when the funds were credited to the account of the
Issuer.
Notwithstanding the foregoing, upon any failure to settle with
respect to a Book-Entry Note, DTC may take any actions in accordance with its
SDFS operating procedures then in effect. In the event of a failure to settle
with respect to one or more, but not all, of the Book-Entry Notes to have been
represented by a Global Note, the Trustee will provide for the authentication
and issuance of a Global Note representing the other Book-Entry Notes to have
been represented by such Global Note and will make appropriate entries in its
records.
B-25
<PAGE>
EXHIBIT C
FOREIGN CURRENCY AMENDMENT
[Insert Title of Foreign Currency
to be Covered by this Amendment]
The undersigned hereby agree that for the purposes of the issue
and sale of Securities denominated in [title of currency] (the "Applicable
Foreign Currency") pursuant to the Agency Agreement, dated July __, 1992 (the
"Agency Agreement"), the following additions and modifications shall be made
to the Agency Agreement. The additions and modifications adopted hereby shall
be of the same effect for the sale under the Agency Agreement of all
Securities denominated in the Applicable Foreign Currency, whether offered on
an agency or principal basis, but shall be of no effect with respect to
Securities denominated in any currency other than the Applicable Foreign
Currency.
Except as otherwise expressly provided herein, all terms used
herein which are defined in the Agency Agreement shall have the same meanings
as in the Agency Agreement. The terms "Agent" and "Agents," as used in the
Agency Agreement, shall be deemed to refer only to the undersigned agents for
purposes of this Amendment.
[Insert appropriate additions and modifications to the Agency
Agreement, for example, to opinions of counsel, conditions to obligations and
settlement proce-
C-1
<PAGE>
dures, according to the customary practice of the Agents when acting as
underwriters in offerings denominated in the Applicable Foreign Currency.]
_________________ l9__
INTERNATIONAL PAPER COMPANY
By____________________________
Name:
Title:
THE FIRST BOSTON CORPORATION
By____________________________
Name:
Title:
KIDDER, PEABODY & CO.
INCORPORATED
By____________________________
Name:
Title:
C-2
<PAGE>
EXHIBIT D
PURCHASE AGREEMENT
____________, 19___
International Paper Company,
Two Manhattanville Road,
Purchase, New York 10577
Attention: Treasurer
The undersigned agrees to purchase the following principal amount
of the Securities described in the Agency Agreement dated July 20, 1992 (the
"Agency Agreement):
Principal Amount $____________
Interest Rate ____________
Maturity Date ____________ , 19__
Discount ____________% of Principal
Amount
Price to be paid
to Issuer
(in immediately
available funds) $____________
Settlement Date ____________
Except as otherwise expressly provided herein, all terms used
herein which are defined in the Agency Agreement shall have the same meanings
as in the Agency Agreement. The terms "Agent" and "Agents," as used in the
Agency Agreement, shall be deemed to refer only to the undersigned for
purposes of this Purchase Agreement.
This Purchase Agreement incorporates by reference Sections 3(c),
4, 6, 7, 12 (including any Foreign Currency Amendment entered into pursuant to
thereto by the Issuer and the undersigned Agent to the extent applicable to
the currency in which the Securities to which this Purchase Agreement relates
are denominated), 13 and 14 of the Agency Agreement, the first and last
sentences of Section 9 thereof and, to the extent applicable, the Procedures,
except that (i) the phrase "jointly with any other indemnifying party
similarly notified" in Section 7(c), the phrase "and who shall not be counsel
to any
D-1
<PAGE>
other indemnified party who may have interests conflicting with those of such
indemnified party" in Section 7(c) and the last sentence of Section 7(d) shall
not be applicable; and (ii) the term "this Agreement," as used in Section
7(d), shall be deemed to refer to this Agreement (and not the Agency
Agreement), except that in the fifth sentence of Section 7(d) such term shall
be deemed to refer to the Agency Agreement. You and we agree to perform, to
the extent applicable, our respective duties and obligations specifically
provided to be performed by each of us in the Procedures.
Our obligation to purchase Securities hereunder is subject to the
accuracy on the above Settlement Date of your representations and warranties
contained in Section 2 of the Agency Agreement (it being understood that such
representations and warranties shall relate to the Registration Statement and
the Prospectus as amended at such Settlement Date) and to your performance and
observance of all covenants and agreements contained in Sections 4 and 6
thereof. Our obligation hereunder is also subject to the following
conditions:
(a) the satisfaction, at such Settlement Date, of each of the
conditions set forth in subsections (a) and (b) and (d) through (g) of Section
5 of the Agency Agreement (it being understood that each document so required
to be delivered shall be dated such Settlement Date and that each such
condition and the statements contained in each such document that relate to
the Registration Statement or the Prospectus shall be deemed to relate to the
Registration Statement or the Prospectus, as the case may be, as amended or
supplemented at the time of settlement on such Settlement Date), except that
the opinion described in Section 5(d) shall be modified so as to state that
the Securities being sold on such Settlement Date, when delivered against
payment therefor as provided in the Indenture and this Purchase Agreement,
will have been duly executed, authenticated, issued and delivered and will
constitute valid and legally binding obligations of the Issuer enforceable in
accordance with their terms, subject only to the exceptions as to enforcement
set forth in clause (ii) of Section 5(d) of the Agency Agreement, and will
conform to the description thereof contained in the Prospectus as amended or
supplemented at such Settlement Date; and
D-2
<PAGE>
(b) there shall not have occurred (i) any change, or any
development involving a prospective change, in or affecting particularly the
business or properties of the Issuer or its subsidiaries which, in our
judgment, materially impairs the investment quality of the Securities; (ii)
any downgrading in the rating of the Issuer's debt securities by any
"nationally recognized statistical rating organization" (as defined for
purposes of Rule 436(g) under the Act) or any public announcement that any
such organization has under surveillance or review its rating of any debt
securities of the issuer other than an announcement with positive implications
of a possible upgrading, and no implication of a possible downgrading of such
rating; (iii) any suspension or limitation of trading in securities generally
on the New York Stock Exchange, or any setting of minimum prices for trading
on such exchange, or any suspension of trading of any securities of the Issuer
on any exchange or in the over-the-counter market; (iv) any banking moratorium
declared by Federal or New York authorities; or (v) any outbreak or escalation
of major hostilities in which the United States is involved, any declaration
of war by Congress or any other substantial national or international calamity
or emergency if, in our judgment, the effect of any such outbreak, escalation,
declaration, calamity or emergency makes it impractical or inadvisable to
proceed with completion of the sale of and payment for the Securities.
In further consideration of our agreement hereunder, you agree
that between the date hereof and the above Settlement Date, you will not offer
or sell, or enter into any agreement to sell, any debt securities of the
Issuer in the United States, other than sales of Securities, borrowings under
your revolving credit agreements and lines of credit, the private placement of
securities and issuances of your commercial paper.
If for any reason our purchase of the above Securities is not
consummated, you shall remain responsible for the expenses to be paid or
reimbursed by you pursuant to Section 4 of the Agency Agreement and the
respective obligations of you and the undersigned pursuant to Section 7 shall
remain in effect. If for any reason our purchase of the above Securities is
not consummated other than because of our default or a failure to satisfy a
condition set forth in clause (iii), (iv) or
D-3
<PAGE>
(v) of paragraph (b) above, you shall reimburse us, severally, for all
out-of-pocket expenses reasonably incurred by us in connection with the
offering of the above Securities and not otherwise required to be reimbursed
pursuant to Section 4 of the Agency Agreement.
This Purchase Agreement shall be governed by and construed in
accordance with the laws of the State of New York. This Purchase Agreement
may be executed in counterparts and the executed counterparts shall together
constitute a single instrument.
[Insert Name of purchaser)
By_________________________
CONFIRMED AND ACCEPTED, as of
the date first above written:
INTERNATIONAL PAPER COMPANY
By____________________________
D-4
<PAGE>
EXHIBIT 1(b)
$400,000,000
INTERNATIONAL PAPER COMPANY
MEDIUM-TERM NOTES
AMENDMENT TO AGENCY AGREEMENT
April 29, 1994
CS First Boston Corporation
Park Avenue Plaza
New York, New York 10055
Kidder, Peabody & Co. Incorporated
10 Hanover Square
New York, New York 10005
Dear Sirs:
1. INTRODUCTION. Reference is made to that certain Agency Agreement dated
July 20, 1992 among International Paper Company, a New York corporation (the
"Issuer"), The First Boston Corporation (predecessor to CS First Boston Corpora-
tion) and Kidder, Peabody & Co. Incorporated, as agents (the "Agents") for the
purpose of soliciting, from time to time, offers to purchase the Issuer's medi-
um-term notes, subject to the terms and conditions set forth therein.
The Issuer and the Agents desire to amend certain provisions of the
Agency Agreement in order to effect the intent and understanding of the parties
with respect to the matters set forth in Section 2 below.
2. AMENDMENTS.
(a) Subclause (C) of Section 5(f)(iv) is hereby amended to delete the
term "$25 million" and substitute in its place the term "$50 million."
(b) Exhibit A to the Agency Agreement is hereby amended and restated
to read in its entirety as set forth in Exhibit A to this Amendment.
<PAGE>
(c) Exhibit B to the Agency Agreement is hereby amended and restated
to read in its entirety as set forth in Exhibit B to this Amendment.
3. DEFINED TERMS. Unless otherwise defined herein, all capitalized terms used
herein shall have the meanings ascribed to them in the Agency Agreement.
4. FULL FORCE AND EFFECT. Except as set forth herein, the Agency Agreement
shall remain in full force and effect.
5. GOVERNING LAW; COUNTERPARTS. This Agreement shall be governed by and
construed in accordance with the laws of the State of New York. This Agreement
may be executed in counterparts and the executed counterparts shall together
constitute a single instrument.
2
<PAGE>
If the foregoing correctly sets forth our agreement, please indicate
your acceptance hereof in the space provided for that purpose below.
Very truly yours,
INTERNATIONAL PAPER COMPANY
By: /s/ E. WILLIAM BOEHMLER
-------------------------
Name: E. William Boehmler
Title: Vice President and Treasurer
CONFIRMED AND ACCEPTED, as of the
date first above written.
CS FIRST BOSTON CORPORATION
By: /s/ RICHARD W. KURZ
-------------------------
Name: Richard W. Kurz
Title: Director
KIDDER, PEABODY & CO. INCORPORATED
By: /s/ CHRIS VASILIU
-------------------------
Name: Chris Vasiliu
Title: Managing Director
3
<PAGE>
EXHIBIT A
The Issuer agrees to pay either Agent a commission equal to the
following percentage of the principal amount of Securities sold to purchasers
solicited by such Agent:
Commission Rate
(as a percentage of
Term principal amount)
---- -------------------
9 months to less than 12 months .125%
12 months to less than 18 months .150
18 months to less than 24 months .200
24 months to less than 30 months .250
30 months to less than 3 years .300
3 years to less than 4 years .350
4 years to less than 5 years .450
5 years to less than 7 years .500
7 years to less than 10 years .550
10 years to less than 20 years .600
20 years to 30 years .750
More than 30 years *
- - ---------------------
* To be determined by the relevant Agent and the Issuer at the time of sale
of the Security or Securities
A-1
<PAGE>
EXHIBIT B
ADMINISTRATIVE PROCEDURES
The Medium-Term Notes due nine months or more from their issue date
(the "Notes"), are to be offered on a continuing basis by International Paper
Company (the "Issuer"). CS First Boston Corporation and Kidder, Peabody & Co.
Incorporated, as agents individually, an "Agent" and collectively, the
"Agents"), have each agreed to use reasonable efforts to solicit offers to
purchase the Notes. Neither Agent will be obligated to purchase Notes for its
own account. Nor will any Notes be purchased for an Agent's account without the
expressed approval of the Issuer. The Notes are being sold pursuant to an
Agency Agreement, dated July 20, 1992, as amended by an Amendment dated April
29, 1994 (the "Agency Agreement"), among the Issuer and the Agents, and will be
issued pursuant to an Indenture, dated as of May 22, 1992 as amended by the
First Supplemental Indenture, dated as of June 26, 1992 (the "Indenture"), be-
tween the Issuer and The Bank of New York, as trustee (the "Trustee"). The
Notes will rank equally and ratably with all other unsecured and unsubordinated
indebtedness of the Issuer and will have been registered under the Securities
Act of 1933 (the "Act"). For a description of the terms of the Notes and the
offering and sale thereof, see the sections entitled "Description of Notes",
"Special Provisions Relating to Foreign Currency Notes", "Foreign Currency
Risks", "United States Taxation", "Plan of Distribution of Notes" and "Glossary"
in the Prospectus Supplement relating to the Notes, dated May __, 1994,
attached hereto and hereinafter referred to as the "Prospectus Supplement", and
the sections entitled "Description of Debt Securities", "Limitations on Issuance
of Bearer Securities", and "Plan of Distribution" in the Prospectus relating to
the Notes, dated April 13, 1994, attached hereto and hereinafter referred to as
the "Prospectus". Defined terms used herein but not defined herein shall have
the meanings assigned to them in the Agency Agreement, the Prospectus or the
Prospectus Supplement.
The Notes will be represented either by Global Notes delivered to The
Depository Trust Company ("DTC") or its nominee and recorded in the book-entry
system
B-1
<PAGE>
maintained by DTC or such nominee ("Book-Entry Notes") or by certificates
delivered to the Holders thereof or Persons designated by such Holders ("Cer-
tificated Notes"). Notes for which interest is calculated on the basis of a
Fixed interest rate are referred to herein as "Fixed Rate Notes". Notes for
which interest is calculated at a rate or rates determined by reference to an
interest rate formula are referred to herein as "Floating Rate Notes".
Notes which are issued at a price lower than the principal amount
thereof and which provide that upon redemption or acceleration of the Maturity
thereof an amount less than the principal thereof shall become due and payable
are referred to herein as "Original Issue Discount Notes". For special provi-
sions relating to Original Issue Discount Notes and other Notes issued at a
discount for tax purposes, see the section entitled "United States Taxation --
Original Issue Discount" in the Prospectus Supplement.
Unless otherwise indicated in the applicable Pricing Supplement, the
Notes will be denominated in U.S. dollars and payments of principal of and any
premium and interest on the Notes will be made in U.S. dollars in the manner
indicated in the Prospectus and the Prospectus Supplement. Notes denominated in
one or more currencies or currency units other than U.S. dollars are referred to
herein as "Foreign Currency Notes". For special provisions relating to Foreign
Currency Notes, see the sections entitled "Special Provisions Relating to
Foreign Currency Notes" and "Foreign Currency Risks" in the Prospectus Supple-
ment. Specific information concerning the foreign currency or currency unit in
which a particular Foreign Currency Note is denominated, including historical
exchange rates and a description of the currency and any exchange controls,
shall be contained in a Pricing Supplement to the Prospectus Supplement reflect-
ing the terms of such Notes.
Notes which provide that amounts payable by the Issuer in respect of
principal of or any premium or interest on the Notes shall be determined by
reference to the value, rate or price of one or more specified indices, are
referred to herein as "Indexed Notes". Specific information pertaining to the
method for determining the principal amounts payable, a historical comparison of
the value, rate or price of the specified index, indices and
B-2
<PAGE>
the face amount of the indexed Note and certain additional tax considerations
will be described in the applicable Pricing Supplement.
Administrative procedures and specific terms of the offering are
explained below. Part I indicates procedures applicable to all Notes; Part II
indicates specific procedures for Certificated Notes; and Part III indicates
specific procedures for Book-Entry Notes. Administrative and record-keeping
responsibilities will be handled for the Issuer by its Treasury Department. The
Issuer will advise the Agents in writing of those persons handling administra-
tive responsibilities with whom the Agents are to communicate regarding offers
to purchase Notes and the details of their delivery.
PART I: PROCEDURES APPLICABLE TO ALL NOTES
ISSUE DATE
Each Note will be dated the date of its authentication. Each Note
will also bear an original issue date (the "Issue Date") which, with respect to
any such Note (or portion thereof), shall mean the date of its original issuance
and shall be specified therein. The Issue Date will remain the same for all
Notes subsequently issued upon transfer, exchange or substitution of a Note, re-
gardless of their dates of authentication.
PRICE TO PUBLIC
Except as otherwise specified in a Pricing Supplement, each Note will
be issued at 100% of principal amount.
MATURITIES
Each Note will mature on a date, selected by the purchaser and agreed
to by the Issuer, which will be at least nine months after its Issue Date.
B-3
<PAGE>
INTEREST PAYMENTS
Interest on each interest-bearing Note will be calculated and paid in
the manner described in such Note and in the Prospectus Supplement and the
applicable Pricing Supplement. Unless otherwise set forth therein, interest on
Fixed Rate Notes (including interest for partial periods) will be calculated on
the basis of a 360-day year of twelve 30-day months and will not accrue on the
31st day of any month. Interest on Floating Rate Notes, except as otherwise set
forth therein, will be calculated on the basis of actual days elapsed and a year
of 360 days, except that in the case of a Floating Rate Note for which the Base
Rate is the Treasury Rate, interest will be calculated on the basis of the
actual number of days in the year.
On the fifth Business Day immediately preceding each Interest Payment
Date, the Trustee will furnish the Issuer with the total amount of interest
payments (whether in U.S. dollars or other currencies or currency units) to be
made on such Interest Payment Date. The Trustee will provide monthly, to the
Issuer's Treasury Department, a list of the principal and any premium and inter-
est to be paid on Notes maturing in the next succeeding month. The Trustee will
assume responsibility for withholding taxes on interest paid as required by law.
REDEMPTION/REPAYMENT
If indicated in the applicable Pricing Supplement, the Notes of a
particular tenor will be subject to redemption in whole or in part (subject to
applicable minimum denominations), at the option of the Issuer on and after an
initial redemption date as set forth in the applicable Pricing Supplement and in
the applicable Note. The redemption price will be set forth in the applicable
Pricing Supplement and in the applicable Note.
If indicated in the applicable Pricing Supplement, the Notes of a
particular tenor will be subject to repayment at the option of the Holders
thereof in accordance with the terms of the Notes on a repayment date as set
forth in the applicable Pricing Supplement and in the applicable Note. The
repayment date or dates and repayment price will be set forth in the applicable
Pricing Supplement and in the applicable Note.
B-4
<PAGE>
PROCEDURES FOR ESTABLISHING THE TERMS OF THE NOTES
The Issuer and the Agents will discuss from time to time the rates to
be borne by the Notes that may be sold as a result of the solicitation of offers
by the Agents. Once any Agent has recorded any indication of interest in Notes
upon certain terms, and communicated with the Issuer, if the Issuer plans to
accept an offer to purchase Notes upon such terms, it will prepare a Pricing
Supplement to the Prospectus, as then amended or supplemented, reflecting the
terms of such Notes and, after approval from the Agents, will arrange to have 10
copies of the Pricing Supplement filed with, or transmitted by a means reason-
ably calculated to result in filing with, the Securities and Exchange Commission
(the "Commission") pursuant to Rule 424(b)(3) under the Securities Act of 1933,
as amended (the "Act") no later than the fifth business day following the
earlier of the date of determination of the settlement information described
below or the date such Pricing Supplement is first used. The Issuer will supply
at least 10 copies of the Prospectus, as then amended or supplemented, and
bearing such Pricing Supplement, to the Agent who presented the offer (the
"Presenting Agent"). No settlements with respect to Notes upon such terms may
occur prior to such transmitting or filing and the Agents will not, prior to
such transmitting or filing, mail confirmations to customers who have offered to
purchase Notes upon such terms. After such transmitting or filing, sales,
mailing of confirmations and settlements may occur with respect to Notes upon
such terms, subject to the provisions of "Delivery of Prospectus" below.
If the Issuer decides to post rates and a decision has been reached to
change interest rates, the Issuer will promptly notify each Agent. Each Agent
will forthwith suspend solicitation of purchases. At that time, the Agents will
recommend and the Issuer will establish rates to be so "posted". Following
establishment of posted rates and prior to the transmitting or filing described
in the preceding paragraph, the Agents may only record indications of interest
in purchasing Notes at the posted rates. Once any Agent has recorded any
indication of interest in Notes at the posted rates and communicated with the
Issuer, if the Issuer plans to accept an offer at the posted rate, it will
prepare a Pricing Supplement reflecting such posted rates and,
B-5
<PAGE>
after approval from the Agents, will arrange to have 10 copies of the Pricing
Supplement, filed with, or transmitted by means reasonably calculated to result
in filing with, the Commission and, to the extent not previously supplied to the
Presenting Agent will supply at least 10 copies of the Prospectus, as then
amended or supplemented, and bearing such Pricing Supplement, to the Presenting
Agent. No settlements at the posted rates may occur prior to such transmitting
or filing and the Agents will not, prior to such transmitting or filing, mail
confirmations to customers who have offered to purchase Notes at the posted
rates. After such transmitting or filing, sales, mailing of confirmations and
settlements may resume, subject to the provisions of "Delivery of Prospectus"
below.
Outdated Pricing Supplements, and copies of the Prospectus to which
they are attached (other than those retained for files), will be destroyed.
SUSPENSION OF SOLICITATION: AMENDMENT OR SUPPLEMENT
As provided in the Agency Agreement, the Issuer may instruct the
Agents to suspend solicitation of offers to purchase at any time, and upon
receipt of at least one Business Day's prior notice from the Issuer, the Agents
will each forthwith suspend solicitation until such time as the Issuer has
advised them that solicitation of offers to purchase may be resumed.
If the Agents receive the notice from the Issuer contemplated by
Section 3(b) or 4(b) of the Agency Agreement, they will promptly suspend
solicitation and will only resume solicitation as provided in the Agency Agree-
ment. If the Issuer is required, pursuant to Section 4(b) of the Agency
Agreement, to prepare an amendment or supplement, it will promptly furnish each
Agent with the proposed amendment or supplement; if the Issuer decides to amend
or supplement the Registration Statement or the Prospectus relating to the
Notes, it will promptly advise each Agent and will furnish each Agent with the
proposed amendment or supplement in accordance with the terms of the Agency
Agreement. The Issuer will file such amendment or supplement with the Commis-
sion, provide the Agents with copies of any such amendment or supplement,
confirm to the Agents that such amendment or supplement
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has been filed with the Commission and advise the Agents that solicitation may
be resumed.
Any such suspension shall not affect the Issuer's obligations under
the Agency Agreement; and in the event that at the time the Issuer suspends
solicitation of offers to purchase there shall be any offers already accepted by
the Issuer outstanding for settlement, the Issuer will have the sole responsi-
bility for fulfilling such obligations. The Issuer will in addition promptly
advise the Agent and the Trustee if such offers are not to be settled and if
copies of the Prospectus as in effect at the time of the suspension may not be
delivered in connection with the settlement of such offers.
ACCEPTANCE OF OFFERS
Each Agent will promptly advise the Issuer, at its option, orally or
in writing, of each reasonable offer to purchase Notes received by it, other
than those rejected by such Agent. Each Agent, may, in its discretion rea-
sonably exercised, without notice to the Issuer, reject any offer received by
it, in whole or in part. The Issuer will have the sole right to accept offers
to purchase Notes and may reject any such offer, in whole or in part. If the
Issuer accepts or rejects an offer, in whole or in part, the Issuer will
promptly so notify the Presenting Agent.
CONFIRMATION
For each accepted offer, the Presenting Agent will issue a confirma-
tion to the purchaser, with a separate confirmation to the Issuer's Treasury
Department, setting forth the Purchase Information (as defined under II below
with respect to Certificated Notes and III below with respect to Book-Entry
Notes) and delivery and payment instructions; PROVIDED, HOWEVER, that, in the
case of the confirmation issued to the purchaser, no confirmation shall be
delivered to the purchaser prior to the delivery of the Prospectus referred to
below.
DETERMINATION OF SETTLEMENT DATE
The receipt of immediately available funds by the Issuer in payment
for a Note and (i) in the case of Certificated Notes, the authentication and
issuance of
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such Note and (ii) in the case of Book-Entry Notes, entry by the Presenting
Agent of an SDFS deliver order through DTC's Participant Terminal System to
credit such Note to the account of a Participant purchasing, or acting for the
purchase of, such Note, shall, with respect to such Note, constitute "settle-
ment". All offers accepted by the Issuer will be settled on the fifth Business
Day next succeeding the date of acceptance unless otherwise agreed by the
purchaser and the Issuer. The settlement date shall be specified upon receipt
of an offer to purchase. Prior to 11:00 a.m., New York City time, on the settle-
ment date, the Issuer will instruct the Trustee to authenticate and deliver the
Notes no later than 2:15 p.m., New York City time, on that date.
DELIVERY OF PROSPECTUS
A copy of the Prospectus as most recently amended or supplemented on
the date of delivery thereof (except as provided below) must be delivered to a
purchaser prior to or together with the earlier of the delivery of (i) the
written confirmation provided for above, and (ii) any Note purchased by such
purchaser. (For this purpose, entry of an SDFS deliver order through DTC's
Participant Terminal System to credit a Note to the account of a Participant
purchasing, or acting for the purchaser of, a Note shall be deemed to constitute
delivery of such Note.) Subject to the foregoing, it is anticipated that
delivery of the Prospectus, confirmation and Notes to the purchaser will be made
simultaneously at settlement. The Issuer shall ensure that the Presenting Agent
receives copies of the Prospectus and each amendment or supplement thereto
(including appropriate Pricing Supplements) in such quantities and within such
time limits as will enable the Presenting Agent to deliver such information or
Note to a purchaser as contemplated by these procedures and in compliance with
the first sentence of this paragraph. If, since the date of acceptance of a
purchaser's offer, the Prospectus shall have been supplemented solely to reflect
any sale of Notes on terms different from those agreed to between the Issuer and
such purchaser or a change in posted rates not applicable to such purchaser,
such purchaser shall not receive the Prospectus as supplemented by such new
supplement, but shall receive the Prospectus as supplemented to reflect the
terms of the Notes being purchased by such
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purchaser and otherwise as most recently amended or supplemented on the date of
delivery of the Prospectus.
AUTHENTICITY OF SIGNATURES
The Issuer will cause the Trustee to furnish the Agents from time to
time with the specimen signatures of each of the Trustee's officers, employees
or agents who have been authorized by the Trustee to authenticate Notes, but no
Agent will have any obligation, or liability to the Issuer or the Trustee in
respect of the authenticity of the signature of any officer, employee or agent
of the Issuer or the Trustee on any Note or the Global Note (as defined in Part
III).
ADVERTISING EXPENSES
The Issuer will determine with the Agents the amount of advertising
that may be appropriate in offering the Notes. Advertising expenses will be
paid by the Issuer.
BUSINESS DAY
"Business Day" means any day which is not a Saturday or Sunday and is
not a day on which banking institutions are generally authorized or obligated by
law or executive order to close in The City of New York and, with respect to
LIBOR notes, a London Banking Day. "London Market Day" means any day on which
dealings in deposits in U.S. Dollars are transacted in the London interbank
market.
TRUSTEE NOT TO RISK FUNDS
Nothing herein shall be deemed to require the Trustee to risk or
expend its own funds in connection with any payment made to the Issuer, the
Agents, DTC or any Noteholder, it being understood by all parties that payments
made by the Trustee to the Issuer, the Agents, DTC or any Holder of a Note shall
be made only to the extent that funds are provided to the Trustee for such
purpose.
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PART II: ADMINISTRATIVE PROCEDURES FOR CERTIFICATED NOTES
FORM AND DENOMINATIONS
The Certificated Notes shall be issued only in fully registered form
in denominations of $100,000 and integral multiples of $1,000 in excess thereof,
or, in the case of Foreign Currency Notes, in such minimum denomination, not
less than the equivalent of $100,000, and such greater denomination or denomina-
tions in excess thereof, as shall be set forth in the applicable Pricing
Supplement.
TRANSFERS AND EXCHANGES
A Certificated Note may be presented for transfer or exchange at the
principal corporate trust office of the Trustee in The City of New York.
Certificated Notes will be exchangeable for other Certificated Notes of any
authorized denominations and of like tenor and in a like aggregate principal
amount, upon surrender of the Certificated Notes to be exchanged at the corpo-
rate trust office of the Trustee. Certificated Notes will not be exchangeable
for Book-Entry Notes.
PAYMENT AT MATURITY
Upon presentation of each Certificated Note at Maturity, the Trustee
(or a duly authorized Paying Agent) will pay the principal amount thereof,
together with premium, if any, and accrued interest due at Maturity. Such
payment will be made in immediately available funds, PROVIDED that the Certifi-
cated Note is presented in time for the Paying Agent to make payment in such
funds in accordance with its normal procedures. The Issuer will provide the
Trustee (and any Payment Agent) with funds available for immediate use for such
purpose. Certificated Notes presented at Maturity will be canceled by the
Trustee as provided in the Indenture. For special provisions relating to
Foreign Currency Notes, see the section entitled "Special Provisions Relating to
Foreign Currency Notes" and "Foreign Currency Risks" in the Prospectus
Supplement.
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DETAILS FOR SETTLEMENT
For each offer for Certificated Notes accepted by the Issuer, the
Presenting Agent shall communicate to the Issuer's Treasury Department prior to
3:00 p.m., New York City time, on the Business Day preceding the settlement
date, by telephone, telex, facsimile transmission or other acceptable means, the
following information (the "Purchase Information"):
6. Exact name in which the Note or Notes are to be registered
("registered owner").
7. Exact address of registered owner and, if different, the address
for delivery, notices and payment of principal and premium, if
any, and interest.
8. Taxpayer identification number of registered owner.
9. Principal amount of each Note in authorized denominations to be
delivered to registered owner.
10. In the case of Fixed Rate Notes, the interest rate of each Note;
in the case of Floating Rate Notes, the interest rate formula,
the Spread or Spread Multiplier (if any), the maximum or minimum
interest rate limitation (if any), the Calculation Agent, the
Calculation Dates, the Initial Interest Rate, the Interest
Payment Dates, the Regular Record Dates, the Index Maturity, the
Interest Determination Dates and the Interest Reset Dates, in
each case, to the extent applicable with respect to each Note.
11. Stated Maturity of each Note.
12. Redemption and/or repayment provisions, if any, of each Note.
13. Trade date of each Note.
14. Settlement date (Issue Date) of each Note.
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15. Presenting Agent's commission (to be paid in the form of a
discount from the proceeds remitted to the Issuer upon settle-
ment).
16. Price.
17. Currency or currency unit in which each Note is to be denominated
and exchange rate applicable to purchase Foreign Currency Notes
to be paid for in U.S. dollars.
18. Any additional application terms of each Note.
The issue Date of, and the settlement date for, Certificated Notes
will be the same. Before accepting any offer to purchase Certificated Notes to
be settled in less than three Business Days, the Issuer shall verify that the
Trustee will have adequate time to prepare and authenticate the Notes.
Immediately after receiving the details for each offer for Certificat-
ed Notes from the Presenting Agent, the Issuer will, after recording the details
and any necessary calculations, communicate the Purchase Information by tele-
phone, telex, facsimile transmission or other acceptable means, to the Trustee.
Each such instruction given by the Issuer to the Trustee shall constitute a
continuing representation and warranty by the Issuer to the Trustee and the
Agents that (i) the issuance and delivery of such Notes have been duly and
validly authorized by the Issuer and (ii) such Notes, when completed, authenti-
cated and delivered, shall constitute the valid and legally binding obligation
of the Issuer. The Trustee will assign to and enter on each Note a transaction
number.
The Issuer will deliver to the Trustee a preprinted four-ply packet
for such Certificated Note, which packet will contain the following documents in
forms that have been approved by the Issuer, the Agents and the Trustee:
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1. Certificated Note with customer information.
2. Stub One - For the Trustee.
3. Stub Two - For the Presenting Agent.
4. Stub Three - For the Issuer.
The Trustee will complete such Certificated Note and will authenticate
such Certificated Note and deliver it (with the confirmation) and Stubs One and
Two to such Agent, and such Agent will acknowledge receipt of the Note by
stamping or otherwise marketing Stub One and returning it to the Trustee. The
Trustee will send Stub Three to the Issuer by first-class mail.
SETTLEMENT; NOTE DELIVERIES AND CASH PAYMENT
The Issuer will deliver to the Trustee at the commencement of the
program and from time to time thereafter a supply of duly executed Certificated
Notes with pre-printed control numbers adequate to implement the program. Upon
the receipt of appropriate documentation and instructions from the Issuer in
accordance with the applicable Officers' Certificate and verification thereof,
the Trustee will cause the Certificated Notes to be completed and authenticated
and hold the Certificated Notes for delivery against payment.
The Trustee will deliver the Certificated Notes, in accordance with
instructions from the Issuer, to the Presenting Agent, as the Issuer's agent,
for the benefit of the purchaser only against receipt. The Presenting Agent
will acknowledge receipt of the Notes through a broker's receipt. Delivery of
the Certificated Notes by the Trustee will be made only against such acknowl-
edgement of receipt from the Presenting Agent. Upon the Presenting Agent's
determination that such Note has been authenticated, delivered and completed as
aforesaid, the Presenting Agent will make, or cause to be made, payment to the
Issuer at such account of the Issuer as it may specify in writing, in immediate-
ly available funds, of an amount equal to the principal amount of such Notes,
less the applicable commission. If the Presenting Agent in any instance
advances its own funds, the Issuer
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shall not use any of the proceeds of such sale to acquire securities.
The Presenting Agent, as the Issuer's agent, will deliver the Notes
(with the written confirmation provided for above) to the purchaser thereof
against payment therefor by such purchaser in immediately available funds.
Delivery of any confirmation or Note will be made in compliance with "Delivery
of Prospectus" in Part I above.
FAILS
In the event that a purchaser shall fail to accept delivery of and
make payment for a Certificated Note on the settlement date, the Presenting
Agent will notify the Trustee and the Issuer, by telephone, confirmed in writ-
ing. If such Certificated Note has been delivered to the Presenting Agent, as
the Issuer's agent, the Presenting Agent shall return such Note to the Trustee.
If funds have been advanced for the purchase of such Note, the Trustee will,
immediately upon receipt of such Note, debit the account of the Issuer for the
amount so advanced and the Trustee shall refund the payment previously made by
the Presenting Agent in immediately available funds. Such payments will be made
on the settlement date, if possible, and in any event not later than the
Business Day following the settlement date. If the fail shall have occurred for
any reason other than the failure of the Presenting Agent to provide the
Purchase Information to the Issuer or to provide a confirmation to the purchas-
er, the Issuer will reimburse the Presenting Agent on an equitable basis for its
loss of the use of funds during the period when the funds were credited to the
account of the Issuer.
Immediately upon receipt of the Certificated Note in respect of which
the fail occurred, the Trustee will make appropriate entries in its records to
reflect the fact that the Note was never issued and the Note will be canceled
and disposed of as provided in the Indenture.
PART III: ADMINISTRATIVE PROCEDURES FOR BOOK-ENTRY NOTES
In connection with the qualification of the Book-Entry Notes for
eligibility in the book-entry system
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maintained by DTC, the Trustee will perform the custodial, document control and
administrative functions described below, in accordance with its obligations
under a Letter of Representations (the "Letter") from the Issuer and the Trustee
to DTC dated as of July 20, 1992, and a Medium-Term Note Certificate Agreement
between the Trustee and DTC dated as of July __, 1992, and its obligations as a
participant in DTC, including DTC's Same-Day Funds Settlement System ("SDFS").
FORM, DENOMINATIONS AND REGISTRATION
All Book-Entry Notes of the same tenor and having the same Issue Date,
will be represented initially by a single note (a "Global Note") in fully
registered form without coupons. Book-Entry Notes will represent Notes denomi-
nated in U.S. dollars. Global Notes will be issued in denominations of $100,000
and integral multiples of $1,000 in excess thereof. Each Global Note will be
registered in the name of Cede & Co., as nominee for DTC, on the Security
Register maintained under the Indenture. The beneficial owner of a Book-Entry
Note (or one or more indirect participants in DTC designated by such owner) will
designate one or more participants in DTC (with respect to such Note, the
"Participants") to act as agent or agents for such owner in connection with the
book-entry system maintained by DTC, and DTC will record in book-entry form, in
accordance with instructions provided by such Participants, a credit balance
with respect to such Note in the account of such Participants. The ownership
interest of such beneficial owner in such Note will be recorded through the
records of such Participants or through the separate records of such Partici-
pants and one or more indirect participants in DTC.
CUSIP NUMBERS
The Issuer has previously arranged with the CUSIP Service Bureau of
Standard & Poor's Corporation (the "CUSIP Service Bureau") for the reservation
of a series of CUSIP numbers (including tranche numbers), such series consisting
of approximately 900 CUSIP numbers and relating to Global Notes representing
Book-Entry Notes. The Issuer has previously obtained from the CUSIP Service
Bureau a written list of such reserved CUSIP numbers and has previously deliv-
ered it to the Trustee and DTC. The Trustee will assign CUSIP numbers serially
to Global
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Notes as described below under "Details for Settlement". DTC will notify the
CUSIP Service Bureau periodically of the CUSIP numbers that the Trustee has
assigned to Global Notes. The Trustee will notify the Issuer at the time when
fewer than 100 of the reserved CUSIP numbers remain unassigned to the Global
Notes; and the Issuer will reserve an additional 900 CUSIP numbers for assign-
ment to Global Notes representing Book-Entry Notes. Upon obtaining such
additional CUSIP numbers, the Issuer shall deliver a list of such additional
CUSIP numbers to the Trustee and DTC.
TRANSFERS AND EXCHANGES FOR THE PURPOSE OF CONSOLIDATION
Transfers of a Book-Entry Note will be accomplished by book entries
made by DTC and, in turn, by Participants (and, in certain cases, one or more
indirect participants in DTC) acting on behalf of beneficial transferors and
transferees of such Note.
The Trustee may upon notice to the Issuer deliver to DTC and the CUSIP
Service Bureau at any time a written notice (a copy of which shall be attached
to the Global Note resulting from such exchange) specifying (i) the CUSIP
numbers of two or more outstanding Global Notes that represent Book-Entry Notes
of the same tenor and having the same Issue Date, and for which interest (if
any) has been paid to the same date, (ii) a date occurring at least thirty days
after such written notice is delivered and at least thirty days before the next
Interest Payment Date (if any) for such Notes, on which such Global Notes shall
be exchanged for a single replacement Global Note and (iii) a new CUSIP number
to be assigned to such replacement Global Note. Upon receipt of such a notice,
DTC will send to its Participants (including the Trustee) a written notice to
the effect that such exchange will occur on such date. Prior to the specified
exchange date, the Trustee will deliver to the CUSIP Service Bureau a written
notice setting forth such exchange date and the new CUSIP number and stating
that, as of such exchange date, the CUSIP numbers of the Global Notes to be
exchanged will no longer be valid. On the specified exchange date, the Trustee
will exchange such Global Notes for a single Global Note bearing the new CUSIP
number and the CUSIP numbers of the exchanged Global Notes will, in accordance
with CUSIP Service
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Bureau procedures, be canceled and not immediately reassigned.
NOTICE OF INTEREST PAYMENT DATES AND REGULAR RECORD DATES
To the extent then known, on the first Business Day of March, June,
September, and December of each year, the Trustee will deliver to the Issuer and
DTC a written list of Record Dates and Interest Payment Dates that will occur
with respect to Floating Rate Book-Entry Notes during the six-month period
beginning on such first Business Day.
PAYMENTS OF PRINCIPAL AND INTEREST
(a) PAYMENTS OF INTEREST ONLY. Promptly after each Regular
Record Date, the Trustee will deliver to the Issuer and DTC a written notice
specifying by CUSIP number the amount of interest to be paid on each Global Note
on the following Interest Payment Date (other than an Interest Payment Date
coinciding with Maturity) and the total of such amounts. The Issuer will
confirm with the Trustee the amount payable on each Global Note on such Interest
Payment Date. DTC will confirm the amount payable on each Global Note on such
Interest Payment Date by reference to the daily or weekly bond reports published
by Standard & Poor's Corporation. The Issuer will pay to the Trustee the total
amount of interest due on such Interest Payment Date (other than at Maturity),
and the Trustee will pay such amount to DTC at the times and in the manner set
forth below under "Manner of Payment."
(b) PAYMENT AT STATED MATURITY. On or about the first Business
Day of each month, the Trustee will deliver to the Issuer and DTC a written list
of principal and interest to be paid on each Global Note maturing in the
following month. The Issuer, the Trustee and DTC will confirm the amounts of
such principal and interest payments with respect to each such Global Note on or
about the fifth Business Day preceding the Stated Maturity of such Global Note.
The Issuer will pay to the Trustee, as the paying agent, the principal amount of
such Global Note, together with interest due at such Stated Maturity. Upon
surrender of a Global Note, the Trustee will pay such amounts to DTC at the
times and in the manner set forth below under "Manner of Payment". If
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any Stated Maturity of a Global Note representing Book-Entry Notes is not a
Business Day, the payment due on such day shall be made on the next succeeding
Business Day and no interest shall accrue on such payment for the period from
and after such Stated Maturity. Promptly after payment to DTC of the principal
and any interest due at the Stated Maturity of such Global Note, the Trustee
will cancel such Global Note and return such Global Note to the Issuer in
accordance with the terms of the Indenture.
(c) PAYMENT UPON REDEMPTION. The Trustee will comply with the
terms of the Letter with regard to redemptions or repayments of the Book-Entry
Notes. In the case of Book-Entry Notes stated by their terms to be redeemable
prior to Stated Maturity, at least 60 calendar days before the date fixed for
redemption (the "Redemption Date"), the Issuer shall notify the Trustee of the
Issuer's election to redeem such Book-Entry Notes in whole or in part and the
principal amount of such Book-Entry Notes to be so redeemed. At least 30
calendar days but not more than 60 calendar days prior to the Redemption Date,
the Trustee shall notify DTC of the Issuer's election to redeem such Book-Entry
Notes. The Trustee shall notify the Issuer and DTC of the CUSIP numbers of the
particular Book-Entry Notes to be redeemed either in whole or in part. The
Issuer, the Trustee and DTC will confirm the amounts of such principal and
premium, if any, and interest payable with respect to each such Book-Entry Note
on or about the fifth Business Day preceding the Redemption Date of such Book-
Entry Note. The Issuer will pay the Trustee, in accordance with the terms of the
Indenture, the amount necessary to redeem each such Book-Entry Note or the
applicable portion of each such Book-Entry Note. The Trustee will pay such
amount to DTC at the times and in the manner set forth herein. Promptly after
payment to DTC of the amount due on the Redemption Date for such Book-Entry
Note, the Trustee shall cancel any such Book-Entry Note redeemed in whole and
shall deliver it to the Issuer with an appropriate debit advice. If a Global
Note is to be redeemed in part, the Trustee will cancel such Global Note and
issue a Global Note which shall represent the remaining portion of such Global
Note and shall bear the CUSIP number of the canceled Global Note.
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(d) MANNER OF PAYMENT. The total amount of any principal and
interest due on Global Notes on any Interest Payment Date or at Maturity shall
be paid by the Issuer to the Trustee in immediately available funds on such
date. The Issuer will make such payment on such Global Notes by wire transfer
to the Trustee. The Issuer will confirm instructions regarding payment in
writing to the Trustee. Prior to 10:00 a.m., New York City time, on each date
of Maturity of a Book-Entry Note or as soon as possible thereafter, the Trustee
will pay by separate wire transfer (using Fedwire message entry instructions in
a form previously specified by DTC) to an account at the Federal Reserve Bank of
New York previously specified by DTC in funds available for immediate use by
DTC, each payment of principal (together with interest thereon) due at Maturity
on Book-Entry Notes. On each Interest Payment Date, interest payment shall be
made to DTC in same day funds in accordance with existing arrangements between
the Trustee and DTC. Thereafter, on each such date, DTC will pay, in accordance
with its SDFS operating procedures then in effect, such amounts in funds avail-
able for immediate use to the respective Participants in whose names the Book-
Entry Notes represented by such Global Notes are recorded in the book-entry
system maintained by DTC. NEITHER THE ISSUER NOR THE TRUSTEE SHALL HAVE ANY
DIRECT RESPONSIBILITY OR LIABILITY FOR THE PAYMENT BY DTC TO SUCH PARTICIPANTS
OF THE PRINCIPAL OF AND PREMIUM, IF ANY, AND INTEREST ON THE BOOK-ENTRY NOTES.
(e) WITHHOLDING TAXES. The amount of any taxes required under
applicable law to be withheld from any interest payment on a Book-Entry Note
will be determined and withheld by the Participant, indirect participation in
DTC or other person responsible for forwarding payments and materials directly
to the beneficial owner of such Note.
DETAILS FOR SETTLEMENT
For each offer for Book-Entry Notes accepted by the Issuer, the
Presenting Agent shall communicate to the Issuer's Treasury Department prior to
11:00 a.m., New York City time, on the first Business Day after the sale date
(or on the sale date if such sale is to be settled within one Business Day), by
telephone, telex, facsimile
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transmission or other acceptable means, the following information (the "Purchase
Information"):
1. Exact name in which the Notes are to be registered ("registered
owner").
2. Exact address of registered owner and, if different, the address
for delivery, notices and payment of principal and premium, if
any, and interest.
3. Taxpayer identification number of registered owner.
4. Principal amount of the Notes.
5. Stated Maturity of the Notes.
6. In the case of Fixed Rate Notes, the interest rate of the Notes;
in the case of Floating Rate Notes, the interest rate formula,
the Spread or Spread Multiplier (if any), the maximum or minimum
interest rate limitation (if any), the Calculation Agent, the
Calculation Dates, the Initial Interest Rate, the Interest
Payment Dates, the Regular Record Dates, the Index Maturity, the
Interest Determination Dates and the Interest Reset Dates, in
each case, to the extent applicable with respect to the Notes.
7. Redemption and/or repayment provisions, if any, of the Notes.
8. Trade date of the Notes.
9. Settlement date (Issue Date) of the Notes.
10. Presenting Agent's commission (to be paid in the form of a
discount from the proceeds remitted to the Issuer upon settle-
ment).
11. Price.
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12. Currency or currency unit in which the Notes are to be denominat-
ed and exchange rate applicable to purchase Foreign Currency
Notes payable in U.S. dollars.
13. Any additional applicable terms of the Notes.
The Issue Date of, and the settlement date for, Book-Entry Notes will
be the same. Before accepting any offer to purchase Book-Entry Notes to be
settled in less than three Business Days, the Issuer shall verify that the
Trustee will have adequate time to prepare and authenticate the Global Notes.
If the initial interest rate for a Floating Rate Book-Entry Note has
not been determined at the time that the foregoing procedure is completed, the
procedures described in the following two paragraphs shall be completed as soon
as such rate has been determined but no later than 12:00 Noon and 2:00 p.m., as
the case may be, on the Business Day before the settlement date.
Immediately after receiving the details for each offer for Book-Entry
Notes from the Presenting Agent and in any event no later than 12:00 Noon on the
first Business Day after the sale date (or on the sale date if such sale is to
be settled within one Business Day), the Issuer will, after recording the
details and any necessary calculations, communicate the Purchase Information by
telephone, telex, facsimile transmission or other acceptable means, to the
Trustee. Each such instruction given by the Issuer to the Trustee shall
constitute a continuing representation and warranty by the Issuer to the Trustee
and the Agents that (i) the issuance and delivery of such Notes have been duly
and validly authorized by the Issuer and (ii) such Notes, when completed,
authenticated and delivered, shall constitute the valid and legally binding
obligations of the Issuer.
Immediately after receiving the Purchase Information from the issuer
and in any event no later than 2:00 P.M. on the first Business Day after the
sale date (or on the sale date if such sale is to be settled within one Business
Day), the Trustee will assign a CUSIP number to the Global Note representing
such Book-Entry Note and will telephone the Issuer and advise the Issuer of such
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CUSIP number and, as soon thereafter as practicable, the Issuer shall notify the
Agent of such CUSIP number. The Trustee will enter a pending deposit message
through DTC's Participant Terminal System, providing the following settlement
information to DTC (which shall route such information to Standard & Poor's
Corporation) and the relevant Agent:
1. The applicable Purchase Information.
2. Initial Interest Payment Date for each Book-Entry Note, number of
days by which such date succeeds the Regular Record Date which
shall be the Regular Record Date (as defined in the Note), and,
if known, the amount of interest payable on such Interest Payment
Date per $1,000 principal amount of Book-Entry Notes.
3. Identification as either a Fixed Rate Note or a Floating Rate
Note.
4. CUSIP number of the Global Note representing such Note.
5. Whether such Global Note will represent any other Book-Entry Note
(to the extent known at such time).
6. Interest payment periods.
7. Number of the participant accounts maintained by DTC on behalf of
the Trustee and the Agents.
Standard & Poor's Corporation will use the information received in the
pending deposit message to include the amount of any interest payable and
certain other information regarding the related Global Note in the appropriate
daily or weekly bond reports published by Standard & Poor's Corporation.
SETTLEMENT; GLOBAL NOTE DELIVERY AND CASH PAYMENT
The Issuer will deliver to the Trustee at the commencement of the
program and from time to time thereafter a supply of duly executed Certificated
Notes with
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pre-printed control numbers adequate to implement the program. Upon the receipt
of appropriate documentation and instructions from the Issuer in accordance with
the applicable Officers' Certificate and verification thereof, the Trustee will
cause the Global Note to be completed and authenticated and hold the Global Note
for delivery against payment.
Prior to 10:00 A.M. on the Settlement Date, DTC will credit such Note
to the Trustee's participant account at DTC. At or prior to 2:00 P.M. on the
Settlement Date, the Trustee will enter an SDFS deliver order through DTC's
Participant Terminal System instructing DTC to (i) debit such Note to the
Trustee's participant account and credit such Note to the Presenting Agent's
participant account and (ii) debit the Presenting Agent's settlement account and
credit the Trustee's settlement account for an amount equal to the price of such
Note less such Agent's commission (in accordance with SDFS operating procedures
in effect on the Settlement Date). The entry of such a deliver order shall
constitute a representation and warranty by the Trustee to DTC that (i) the
Global Note representing such Note has been executed, delivered and authenticat-
ed and (ii) the Trustee is holding such Global Note pursuant to the Medium-Term
Note Certificate Agreement between the Trustee and DTC.
Simultaneously with the giving of such instructions by the Trustee,
the Presenting Agent will enter an SDFS deliver order through DTC's Participant
Terminal System instructing DTC (i) to debit such Note to such Agent's partici-
pant account and credit such Note to the Participant accounts of the Partici-
pants with respect to such Note and (ii) to debit the settlement accounts of
such Participants and credit the settlement account of such Agent for an amount
equal to the price of such Note (in accordance with SDFS operating procedures in
effect on the settlement date).
Transfers of funds are subject to extension in accordance with any
extension of Fedwire closing deadlines and in the other events specified in the
SDFS operating procedures in effect on the settlement date.
The Trustee, upon confirming receipt of such funds, will wire transfer
the amount transferred to the
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Trustee, in funds available for immediate use, for the account of International
Paper Company, to account no. 036-1-046469 at The Chase Manhattan Bank, N.A.,
Manhattan Branch (ABA No. 021000021).
FAILS
If settlement of a Book-Entry Note is rescheduled or cancelled, the
Issuer shall notify the Trustee, and upon receipt of such notice, the Trustee
will deliver to DTC, through DTC's Participant Terminal System, a cancellation
message to such effect by no later than 2:00 p.m., New York City time, on the
Business Day immediately preceding the scheduled settlement date.
If the Trustee has not entered an SDFS deliver order with respect to a
Book-Entry Note, then upon written request (which may be evidenced by telecopy
transmission) of the Issuer, the Trustee shall deliver to DTC, through DTC's
Participant Terminal System, as soon as practicable, but no later than 2:00 p.m.
on any Business Day, a withdrawal message instructing DTC to debit such Note to
the Trustee's participant account. DTC will process the withdrawal message,
provided that the Trustee's participant account contains a principal amount of
the Global Note representing such Note that is at least equal to the principal
amount to be debited. If withdrawal messages are processed with respect to all
the Book-Entry Notes represented by a Global Note, the Trustee will mark such
Global Note "cancelled", make appropriate entries in the Trustee's records and
send such cancelled Global Note to the Issuer. The CUSIP number assigned to
such Global Note shall, in accordance with CUSIP Service Bureau procedures, be
cancelled and not immediately reassigned. If withdrawal messages are processed
with respect to one or more, but not all, of the Book-Entry Notes represented by
a Global Note, the Trustee will exchange such Global Note for two Global Notes,
one of which shall represent such Book-Entry Note or Notes and shall be cancel-
led immediately after issuance and the other of which represents the remaining
Book-Entry Notes previously represented by the surrendered Global Note and shall
bear the CUSIP number of the surrendered Global Note.
If the purchase price for any Book-Entry Note is not timely paid to
the Participants with respect to
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such Note by the beneficial purchaser thereof (or a person, including an
indirect participant in DTC, acting on behalf of such purchaser), such
Participants and, in turn, the Presenting Agent may enter an SDFS deliver order
through DTC's Participant Terminal System debiting such Note to such Agent's
participant account and crediting such Note free to the participant account of
the Trustee and shall notify the Trustee and the Issuer thereof. Thereafter,
the Trustee, (i) will immediately notify the Issuer, once the Trustee has
confirmed that such Note has been credited to its participant account, and the
Issuer shall immediately transfer by Fedwire (in immediately available funds) to
the Presenting Agent an amount equal to the price of such Note which was previ-
ously sent by wire transfer to the account of the Issuer maintained at The Chase
Manhattan Bank, N.A., and (ii) the Trustee will deliver the withdrawal message
and take the related actions described in the preceding paragraph. Such debits
and credits will be made on the settlement date, if possible, and in any event
not later than 5:00 pm. on the following Business Day. If the fail shall have
occurred for any reason other than failure of the [Presenting] Agent to provide
the Purchase Information to the Issuer or to provide a confirmation to the
purchaser, the Issuer will reimburse the Presenting Agent on an equitable basis
for its loss of the use of funds during the period when the funds were credited
to the account of the Issuer.
Notwithstanding the foregoing, upon any failure to settle with respect
to a Book-Entry Note, DTC may take any actions in accordance with its SDFS
operating procedures then in effect. In the event of a failure to settle with
respect to one or more, but not all, of the Book-Entry Notes to have been
represented by a Global Note, the Trustee will provide for the authentication
and issuance of a Global Note representing the other Book-Entry Notes to have
been represented by such Global Note and will make appropriate entries in its
records.
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