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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
August 15, 1996
____________________________________________________________
Date of Report (Date of earliest event reported)
INTERNATIONAL PAPER COMPANY
____________________________________________________________
(Exact name of Registrant as specified in its charter)
New York 1-3157 13-0872805
-------- ------ ----------
(State of Commission (IRS Employer
Incorporation) File Identification
Number)
Two Manhattanville Road, Purchase, NY 10577
-------------------------------------------
(Address of principal executive offices)
914-397-1500
------------
(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
On August 15, 1996, International Paper Company
(the "Company") entered into an Agency Agree-
ment with CS First Boston Corporation, Merrill
Lynch & Co., Merrill Lynch, Pierce, Fenner &
Smith Incorporated, J.P. Morgan Securities Inc.
and Morgan Stanley & Co. Incorporated in con-
nection with the issuance and sale from time to
time of up to U.S. $975,000,000 of its Medium
Term Notes, Series F.
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
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(c) Exhibits:
1(a) Agency Agreement dated August 15,
1996 among International Paper Com-
pany and CS First Boston Corpora-
tion, Merrill Lynch & Co., Merrill
Lynch, Pierce, Fenner & Smith In-
corporated, J.P. Morgan Securities
Inc. and Morgan Stanley & Co. In-
corporated in connection with the
issuance and sale and sale from
time to time of up to $975,000,000
of its Medium Term Notes, Series F.
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: August 15, 1996 /s/ Carol Berardi
-----------------
Purchase, NY
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EXHIBIT INDEX
Page
----
1(a) Agency Agreement dated August 15, 1996 among In-
ternational Paper Company and CS First Boston
Corporation, Merrill Lynch & Co., Merrill Lynch,
Pierce, Fenner & Smith Incorporated, J.P. Morgan
Securities Inc. and Morgan Stanley & Co. Incorpo-
rated in connection with the issuance and sale
from time to time of up to $975,000,000 of its
Medium Term Notes, Series F.
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$975,000,000
International Paper Company
Medium-Term Notes
AGENCY AGREEMENT
August 15, 1996
CS First Boston Corporation,
Park Avenue Plaza,
New York, New York 10055
Merrill Lynch & Co.
Merrill Lynch, Pierce, Fenner & Smith
Incorporated
Merrill Lynch World Headquarters
North Tower
World Financial Center
New York, New York 10281-1209
J.P. Morgan Securities Inc.
60 Wall Street
New York, New York 10260-0060
Morgan Stanley & Co. Incorporated
1585 Broadway
New York, New York 10036
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
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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 April
1, 1994 (the "Indenture"), between the Issuer and The Chase Manhattan Bank, N.A.
(predecessor to The Chase Manhattan Bank), 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 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. 33-52945), 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 any amendment or supplement to
the Prospectus, including any supplement to the Prospectus that sets forth only
the terms of the particular issue of the Securities (a "Pricing Supplement")
shall be deemed to refer to and 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
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"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 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
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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.
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.
Unless otherwise specified in a Pricing Supplement, the Agents are
authorized to solicit offers to purchase Securities only in a minimum aggregate
amount of $50,000 and only in fully registered form in denominations of $50,000
and integral multiples of $1,000 in excess thereof, and at a purchase price
which 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
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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.
(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
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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.
(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.
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(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 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
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"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 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
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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, either as agent
of the Issuer under this Agreement at any time to solicit offers to purchase the
Securities, or as principal to purchase the Securities in accordance with
Section 11 hereof, is subject to the accuracy, on the date hereof, on each
Representation Date 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 statements 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
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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
judgment 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
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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 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
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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;
(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
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(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 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 Accoun-
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tants, 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 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
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long-term debt (other than increases resulting from commercial paper
borrowings) of the Issuer, in each case in excess of $50 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.
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
15
<PAGE>
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 contained 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 a Pricing Supplement or an amendment or
supplement relating solely to an offering of debt securities other than the
Securities), and each time an Annual Report on Form 10-K, a quarterly report on
Form 10-Q or a Current Report on Form 8-K (but only if an Agent so requests
within
16
<PAGE>
a reasonable time after its filing) filed under the Act or the Exchange Act is
incorporated by reference into the Prospectus, the Issuer shall, (A)
concurrently with such amendment or supplement if such amendment or supplement
shall occur at a Marketing Time, or (B) 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 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 consti-
17
<PAGE>
tute 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
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, 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
18
<PAGE>
(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 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,
19
<PAGE>
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 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
20
<PAGE>
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, 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,
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<PAGE>
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 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.
22
<PAGE>
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
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.
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<PAGE>
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 any 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") which will take the form of either (i) a written agreement
between such Agent and the Issuer in the form attached hereto as Exhibit D, or
(ii) an oral agreement between such Agent and the Company confirmed in writing
by such Agent to the Company. 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 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
24
<PAGE>
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 CS First Boston Corporation shall be directed to it at Park Avenue
Plaza, 35th Floor, New York, New York 10055, Attention: Mr. Joseph Fashano;
notices to Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith
Incorporated shall be directed to it at Merrill Lynch World Headquarters, North
Tower, World Financial Center, New York, New York 10281-1310, 10th Floor, Fax
(212) 449-7476, Attention: MTN Product Management; notices to J.P. Morgan
Securities Inc. shall be directed to it at 60 Wall Street, New York, New York
10260- 0060, Fax (212) 648-5907, Attention: Medium Term Note Desk; notices to
Morgan Stanley & Co. Incorporated shall be directed to it at 1585 Broadway, New
York, New York 10036, 2nd Floor, Fax (212) 761-0780, Attention:
Manager-Continuously Offered Products with a copy directed to it at 1585
Broadway, 34th Floor, New York, New York 10036, Fax (212) 761-0260, Attention:
Peter Cooper-Investment Banking Information Center; and notices to the Issuer
shall be directed to it at Two Manhattanville Road, Purchase, New York 10577,
Fax (914) 397-1630, 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 binding
upon the parties hereto, their 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 hew York. This Agreement
may be executed in counterparts and the executed counterparts shall together
constitute a single instrument.
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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/ John R. Jepsen
-------------------------
CONFIRMED AND ACCEPTED, as of
the date first above written:
CS FIRST BOSTON CORPORATION
By /s/ Helena Willner
------------------------
MERRILL LYNCH, PIERCE, FENNER
& SMITH INCORPORATED
By /s/ Scott Primrose
--------------------------
J.P. MORGAN SECURITIES INC.
By /s/ Thomas Hagerstrom
-------------------------
MORGAN STANLEY & CO. INCORPORATED
By /s/ Robert Bonafide
-------------------------
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<PAGE>
EXHIBIT A
The Issuer agrees to pay any 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)
---- -----------------
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.
<PAGE>
EXHIBIT B
ADMINISTRATIVE PROCEDURES
The Medium-Term Notes due eighteen months to 40 years from their issue date
(the "Notes"), are to be offered on a continuing basis by International Paper
Company (the "Issuer"). CS First Boston Corporation, Merrill Lynch & Co.,
Merrill Lynch, Pierce, Fenner & Smith Incorporated, J.P. Morgan Securities Inc.
and Morgan Stanley & 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. None of the Agents 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 August 15, 1996 (the "Agency
Agreement"), among the Issuer and the Agents, and will be issued pursuant to an
Indenture, dated as of April 1, 1994 (the "Indenture"), between the Issuer and
The Chase Manhattan Bank, N.A. (predecessor to The Chase Manhattan Bank), 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 August 15, 1996, 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 May 31, 1996,
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
("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 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 Supplement.
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 eighteen months after its Issue Date.
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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 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 $50,000 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 $50,000, 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" 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 autho- rized 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 settlement).
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. dol- lars.
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 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:
1. Certificated Note with customer informa- tion.
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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 acknowledgment
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 shall not use any of the proceeds of such sale to acquire
securities.
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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 failure 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.
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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 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 August 15, 1996 and a
Medium-Term Note Certificate Agreement between the Trustee and DTC dated as of
August 15, 1996, 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 $50,000 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
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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 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
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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 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
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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 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 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
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portion of such Global Note and shall bear the CUSIP number of the canceled
Global Note.
(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
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date (or on the sale date if such sale is to be settled within one Business
Day), by telephone, telex, facsimile 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.
B-20
<PAGE>
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.
B-22
<PAGE>
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 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 dead-
B-23
<PAGE>
lines 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 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, Manhattan Branch (ABA No. 021000021).
Fails
If settlement of a Book-Entry Note is rescheduled or canceled, 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 "canceled," make appropriate entries in the Trustee's records and
send such canceled Global Note to the Issuer. The CUSIP number assigned to such
Global Note shall, in accordance with CUSIP Service Bureau procedures, be
canceled 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 canceled
immediately after issuance and the other of which represents the remaining
Book-Entry Notes previously represented by the surrendered
B-24
<PAGE>
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 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, 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 p.m. 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 August 15, 1996 (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
procedures, according to the customary practice of the Agents when acting as
underwriters in offerings denominated in the Applicable Foreign Currency.]
_______________, 19__
INTERNATIONAL PAPER COMPANY
By___________________________
Name:
Title:
<PAGE>
CS FIRST BOSTON CORPORATION
By___________________________
Name:
Title:
MERRILL LYNCH & CO.
MERRILL LYNCH, PIERCE, FENNER & SMITH
By___________________________
Name:
Title:
J.P. MORGAN SECURITIES INC.
By___________________________
Name:
Title:
MORGAN STANLEY & CO. INCORPORATED
By___________________________
Name:
Title:
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 August 15, 1996 (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
3
<PAGE>
7(c), the phrase "and who shall not be counsel to any 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 there-for 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 exception 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
4
<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
5
<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_____________________________
6
