INTERNATIONAL PAPER COMPANY a stock corporation, organized under the laws of the State of New York, whose principal executive office is located at 0000 Xxxxxx Xxxxxx, Xxxxxxx, Xxxxxxxxx 00000, XXX, registered with the New York State Division of Corporations under number 53310, duly represented for the purposes hereof (the "Seller Guarantor"), the Seller Guarantor being a party to this Agreement solely for the purposes of guarantying the Seller's obligations pursuant to Article 11 and for the purposes of Articles 5.7.2, 5.13, 6.6.5, 12 and 13 (including the arbitration agreement set out in Article 13.14).
INTERNATIONAL PAPER COMPANY. By: ----------------------------- Name: Title: Attest: By: ---------------------------- Name: Title: CERTIFICATE OF AUTHENTICATION This is one of the Securities of the series designated herein referred to in the within-mentioned Indenture. Dated ---------------------- The Bank of New York, as Trustee By: ------------------------ Authorized Signatory REVERSE OF NOTE This Note is one of a duly authorized series of Notes of the Company (herein sometimes referred to as the "Notes"), specified in the Indenture, all issued or to be issued in one or more series under and pursuant to an Indenture dated as of April 12, 1999, duly executed and delivered between the Company and The Bank of New York as Trustee (the "Trustee"), as supplemented by the Supplemental Indenture dated as of March 19, 2003, between the Company and the Trustee (the Indenture, as so supplemented, the "Indenture"), to which Indenture and all Indentures supplemental thereto reference is hereby made for a description of the rights, limitations of rights, obligations, duties and immunities thereunder of the Trustee, the Company and the Holders of the Notes. By the terms of the Indenture, the Notes are issuable in series that may vary as to amount, date of maturity, rate of interest and in other respects as provided in the Indenture. This series of Notes is initially offered in aggregate principal amount as specified in said Supplemental Indenture. The Company shall have the right to redeem this Note at the option of the Company, without premium or penalty, in whole or in part (an "Optional Redemption"), at a redemption price (the "Optional Redemption Price") equal to the greater of:
INTERNATIONAL PAPER COMPANY. Per: ------------------------------------ [Name] [Office] Schedule 7.1(d) Bring Down Certificate (Purchaser) [To be dated as of Due Diligence Satisfaction Date or Closing Date, as applicable] TO: International Paper Company (the "Vendor") This certificate is given pursuant to Section 7.1(d) of the Acquisition Agreement dated July 21, 2004 (the "Acquisition Agreement") between Xxxx Xxxxxx Timber Co. Ltd. (the "Purchaser") and the Vendor. Capitalized terms used in this Certificate will have the meanings given to them in the Acquisition Agreement. I, [Name of Officer], hereby certify, for and on behalf of the Purchaser and not in my personal capacity, that:
INTERNATIONAL PAPER COMPANY. Per: ------------------------------------ [Name] [Office]
INTERNATIONAL PAPER COMPANY. By: Xxxxx X. Xxxxx ------------------------------------- Name: Xxxxx X. Xxxxx ------------------------------------- Title: Senior Vice President, General Counsel and Secretary -------------------------------------
INTERNATIONAL PAPER COMPANY. By:
(1) If this statement cannot be made, the certificate should identify any Potential Event of Default or Event of Default that is outstanding and the steps, if any, being taken to remedy it. SCHEDULE 8 EXISTING FACILITIES List of all debt instruments or facilities of International Paper Company and its Material Subsidiaries with principal or face amount of at least $150,000,000. ISSUE PRINCIPAL AMOUNT ------------------------------------------- ----------------------------------- 5.85% Note Due 2012 $1,200,000,000 3.75% Zero Coupon Convertible Note Due 2021 $1,001,264,000 6.75% Note Due 2011 $1,000,000,000 5.30% Note Due 2015 $700,000,000 4.00% Note Due 2010 $600,000,000 5.50% Note Due 2014 $500,000,000 4.25% Note Due 2009 $500,000,000 5.25% Note Due 2016 $400,000,000 3.80% Note Due 2008 $300,000,000 5.375% Euro Notes Due 2006 EUR 250,000,000 7.35% Note Due 2025 $200,000,000 6.4% Note Due 2026 $200,000,000 7.2% Note Due 2026 $200,000,000 7.625% Note Due 2007 $200,000,000 6.875% Note Due 2023 $200,000,000 6.875% Note Due 2029 $200,000,000 7.75% Note Due 2025 $150,000,000 7.10% Note Due 2005 $150,000,000 7% Note Due 2006 $150,000,000 6.5% Note Due 2007 $150,000,000 7.875% Note Due 2006 $150,000,000 PREFERRED SECURITIES PRINCIPAL AMOUNT ------------------------------------------- -----------------------------------
