CONSENT

Exhibit 10.35

CONSENT

CONSENT dated as of December 7, 2006 under the 5-Year Credit Agreement dated as of March 31, 2006 (the “Credit Agreement”) between International Paper Company, the Lenders party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent. Terms are used herein as defined in the Credit Agreement.

The Company has requested that the Lenders consent to the replacement of Schedule II to the Credit Agreement to correct an inadvertent omission therein. By their signatures below, the Lenders hereby so consent to the replacement of said Schedule II in the form annexed hereto.

This Consent shall become effective upon execution hereof by the Company and Lenders constituting the Required Lenders under the Credit Agreement. Except as herein provided, the Credit Agreement shall remain unchanged and in full force and effect. This Consent may be executed in any number of counterparts, all of which taken together shall constitute one and the same amendatory instrument and any of the parties hereto may execute this Consent by signing any such counterpart. This Consent shall be governed by, and construed in accordance with, the law of the State of New York.

IN WITNESS WHEREOF, the parties hereto have caused this Consent to be duly executed by their respective authorized officers as of the day and year first above written.

INTERNATIONAL PAPER COMPANY
By:		/s/ Xxxxx Xxxxxx
		Name:		Xxxxx Xxxxxx
		Title:		Vice President, Treasurer

Consent under 5-Year Credit Agreement

LENDERS

JPMORGAN CHASE BANK, N.A.,						CITIBANK, N.A.
By:		/s/ Xxxxx X. Xxxxxx				By:		/s/ Xxxxxxx Xxxxx
		Name: Xxxxx X. Xxxxxx						Name: Xxxxxxx Xxxxx
		Title:   Vice President						Title:   Vice President
BNP PARIBAS						BANK OF AMERICA, N.A.
By:		/s/ Xxxxx Xxxxxx				By:		/s/ Xxxxxxx X. Xxxxxx, Xx.
		Name: Xxxxx Xxxxxx						Name: Xxxxxxx X. Xxxxxx, Xx.
		Title:   Managing Director						Title:   Vice President
By:		/s/ X. Xxxxxx
		Name: X. Xxxxxx
		Title:   M. D.
DEUTSCHE BANK AG						CREDIT SUISSE, CAYMAN ISLAND BRANCH
By:		/s/ Xxxxxxxxx X. Xxxxx				By:
		Name: Xxxxxxxxx X. Xxxxx						Name:
		Title:   Managing Director						Title:
By:		/s/ Xxxx X. Xxx
		Name: Xxxx X. Xxx
		Title:   Vice President
XXXXXXX STREET CAPITAL CORPORATION						UBS LOAN FINANCE LLC
By:		/s/ Xxxx Xxxxxx				By:		/s/ Xxxxxxx X. Xxxxxx
		Name: Xxxx Xxxxxx						Name: Xxxxxxx X. Xxxxxx
		Title:   Assistant Vice President						Title:   Director
						By:		/s/ Xxxx X. Xxxx
								Name: Xxxx X. Xxxx
								Title:   Associate Director

Consent under 5-Year Credit Agreement

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ABN AMRO BANK N.V.						THE BANK OF TOKYO-MITSUBISHI UFJ, LTD.
By:		/s/ Xxxxxxxxx X. Xxxxx				By:		/s/ Xxxxx Xxxxxxxxxx
		Name: Xxxxxxxxx X. Xxxxx						Name: Xxxxx Xxxxxxxxxx
		Title:   Managing Director						Title:   Authorized Signatory
By:		/s/ Xxxx Xxxxx
		Name: Xxxx Xxxxx
		Title:   Assistant Vice President
THE ROYAL BANK OF SCOTLAND						BARCLAYS BANK PLC
By:						By:		/s/ Xxxxx Xxxxxx
		Name:						Name: Xxxxx Xxxxxx
		Title:						Title:   Associate
THE BANK OF NEW YORK						MIZUHO CORPORATE BANK, LTD.
By:		/s/ J. Xxxxx Xxxxxx, Jr.				By:		/s/ Xxxxxxx Xxxxxxx
		Name: J. Xxxxx Xxxxxx, Jr.						Name: Xxxxxxx Xxxxxxx
		Title:   Vice President						Title:   Deputy General Manager
XXXXXX XXXXXXX BANK						PNC BANK, NATIONAL ASSOCIATION
By:						By:		/s/ Xxxxxxx X. Xxxxxxxxx
		Name:						Name: Xxxxxxx X. Xxxxxxxxx
		Title:						Title:   Vice President
SUMITOMO MITSUI BANKING CORPORATION						SUNTRUST BANK
By:		/s/ Xxxxxxx Xxxxx				By:		/s/ Xxxxx X. Xxxxx
		Name: Xxxxxxx Xxxxx						Name: Xxxxx X. Xxxxx
		Title:   Joint General Manager						Title:  Vice President

Consent under 5-Year Credit Agreement

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WACHOVIA BANK, NATIONAL ASSOCIATION						FORTIS CAPITAL CORPORATION
By:		/s/ Xxxxxx X. XxXxxx, Xx.				By:
		Name: Xxxxxx X. XxXxxx, Xx.						Name:
		Title:   Director						Title:
SOCIETE GENERALE						THE BANK OF NOVA SCOTIA
By:		/s/ Xxxxx Xxxxx				By:
		Name: Xxxxx Xxxxx						Name:
		Title:   Vice President						Title:
MELLON BANK						SANPAOLO-IMI S.P.A.
By:		/s/ Xxxx X. Xxxx				By:		/s/ Xxxx Xxxxxx
		Name: Xxxx X. Xxxx						Name: Lucca Sacchi
		Title:   Relationship Manager						Title:   VP
						By:		/s/ D. Mara Lowensta
								Name: D. Mara Lowensta
								Title:   General Counsel VP
STATE STREET BANK & TRUST COMPANY						THE NORTHERN TRUST COMPANY
By:		/s/ Xxxxx X. Xxxxx				By:		/s/ Xxxx Xxxxxxxxx
		Name: Xxxxx X. Xxxxx						Name: Xxxx XxXxxxxxx
		Title:   VP						Title:   VP

Consent under 5-Year Credit Agreement

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SCHEDULE II

Material Agreements

List of all debt instruments or facilities of International Paper Company and its subsidiaries with outstanding balance or commitments of at least $150,000,000 as of December 31, 2005.

Issue		Principal Amount
7 5/8% Note Due 2007		198,000,000
6 7/8% Note Due 2029		155,535,000
6 7/8% Note Due 2023		200,000,000
6 3/4% Note Due 2011		818,536,000
7.35% Debentures Due 2025		174,995,000
6.4% Debentures Due 2026		200,000,000
7.2% Debentures Due 2026		200,000,000
5.85% Note Due 2012		966,640,000
5.3% Note Due 2015		542,467,000
5.5% Note Due 2014		403,030,000
5.25% Note Due 2016		352,895,000
5 3/8% Euro Note Due 2006		296,101,042
3.8% Note Due 2008		294,190,000
4.25% Note Due 2009		425,365,000
4.0% Note Due 2010		433,175,000
Zero Coupon Convertible Note Due 2021		1,184,665,230
Floating Note Due 2010		350,000,000
Floating Note Due 2007		499,362,311
Subsidiaries		Principal Amount
IP Investment France Euro Floating Note Due 2009		592,452,159
IP Investments (Luxembourg) S.a.r.l. Floating Note Due 2010		700,000,000
Bank Facility		Outstanding
$750,000,000 R/C Facility Due 2006		—
$1,250,000,000 R/C Facility Due 2009		—
$1,200,000,000 CP Financing Due 2007		—

Schedule II to 5-Year Credit Agreement

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