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INTERNATIONAL PAPER CO /NEW/

FORM 10-Q(Quarterly Report)

Filed 11/06/14 for the Period Ending 09/30/14

Address 6400 POPLAR AVENUE

MEMPHIS, TN 38197Telephone 901-419-7000

CIK 0000051434Symbol IP

SIC Code 2621 - Paper MillsIndustry Paper & Paper Products

Sector Basic MaterialsFiscal Year 12/31

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Table of Contents

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q � QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period Ended September 30, 2014 � TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Transition Period From to

_________________________________________

Commission File Number 1-3157

INTERNATIONAL PAPER COMPANY (Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code: (901) 419-7000

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes � No �

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (paragraph 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes � No �

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes � No �

The number of shares outstanding of the registrant’s common stock, par value $1.00 per share, as of October 31, 2014 was 423,613,841 .

New York 13-0872805 (State or other jurisdiction of (I.R.S. Employer

incorporation of organization) Identification No.)

6400 Poplar Avenue, Memphis, TN 38197 (Address of principal executive offices) (Zip Code)

Large accelerated filer � Accelerated filer �

Non-accelerated filer � Smaller reporting company �

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INDEX

PAGE NO.

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

Consolidated Statement of Operations - Three Months and Nine Months Ended September 30, 2014 and 2013 1

Consolidated Statement of Comprehensive Income - Three Months and Nine Months Ended September 30, 2014 and 2013 2

Consolidated Balance Sheet - September 30, 2014 and December 31, 2013 3

Consolidated Statement of Cash Flows - Nine Months Ended September 30, 2014 and 2013 4

Condensed Notes to Consolidated Financial Statements 5

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 28

Item 3. Quantitative and Qualitative Disclosures About Market Risk 44

Item 4. Controls and Procedures 44

PART II. OTHER INFORMATION

Item 1. Legal Proceedings 45

Item 1A. Risk Factors 45

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 45

Item 6. Exhibits 46

Signatures 47

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PART I. FINANCIAL INFORMATION

INTERNATIONAL PAPER COMPANY

Consolidated Statement of Operations (Unaudited)

(In millions, except per share amounts)

The accompanying notes are an integral part of these consolidated financial statements.

1

ITEM 1. FINANCIAL STATEMENTS

Three Months Ended

September 30, Nine Months Ended

September 30,

2014 2013 2014 2013

Net Sales $ 6,051 $ 5,975 $ 17,674 $ 17,635 Costs and Expenses

Cost of products sold 4,055 4,048 12,149 12,242 Selling and administrative expenses 467 473 1,331 1,352 Depreciation, amortization and cost of timber harvested 358 397 1,060 1,164 Distribution expenses 394 402 1,137 1,197 Taxes other than payroll and income taxes 43 46 137 138 Restructuring and other charges 24 59 830 87 Net (gains) losses on sales and impairments of businesses — 1 — 1 Net bargain purchase gain on acquisition of business — — — (13 )

Interest expense, net 158 146 465 478 Earnings (Loss) From Continuing Operations Before Income Taxes and Equity Earnings 552 403 565 989

Income tax provision (benefit) 147 38 89 61 Equity earnings (loss), net of taxes (72 ) 16 (64 ) (30 )

Earnings (Loss) From Continuing Operations 333 381 412 898 Discontinued operations, net of taxes 16 (5 ) (4 ) 50

Net Earnings (Loss) 349 376 408 948 Less: Net earnings (loss) attributable to noncontrolling interests (6 ) (6 ) (13 ) (11 )

Net Earnings (Loss) Attributable to International Paper Company $ 355 $ 382 $ 421 $ 959 Basic Earnings (Loss) Per Share Attributable to International Paper Company Common Shareholders

Earnings (loss) from continuing operations $ 0.80 $ 0.87 $ 0.99 $ 2.05 Discontinued operations, net of taxes 0.04 (0.01 ) (0.01 ) 0.11 Net earnings (loss) $ 0.84 $ 0.86 $ 0.98 $ 2.16

Diluted Earnings (Loss) Per Share Attributable to International Paper Company Common Shareholders

Earnings (loss) from continuing operations $ 0.79 $ 0.86 $ 0.98 $ 2.03 Discontinued operations, net of taxes 0.04 (0.01 ) (0.01 ) 0.11 Net earnings (loss) $ 0.83 $ 0.85 $ 0.97 $ 2.14

Average Shares of Common Stock Outstanding – assuming dilution 428.6 449.7 433.7 448.7 Cash Dividends Per Common Share $ 0.3500 $ 0.3000 $ 1.0500 $ 0.9000 Amounts Attributable to International Paper Company Common Shareholders

Earnings (loss) from continuing operations $ 339 $ 387 $ 425 $ 909 Discontinued operations, net of taxes 16 (5 ) (4 ) 50 Net earnings (loss) $ 355 $ 382 $ 421 $ 959

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Consolidated Statement of Comprehensive Income (Unaudited) (In millions)


2

Three Months Ended


September 30,

2014 2013 2014 2013

Net Earnings (Loss) $ 349 $ 376 $ 408 $ 948 Other Comprehensive Income (Loss), Net of Tax:

Amortization of pension and post-retirement prior service costs and net loss: U.S. plans 60 76 181 230

Pension and postretirement liability adjustments: U.S. plans — 103 (106 ) 103 Non-U.S. plans (1 ) — 2 —

Change in cumulative foreign currency translation adjustment (492 ) 34 (399 ) (312 )

Net gains/losses on cash flow hedging derivatives: Net gains (losses) arising during the period 1 7 17 (3 )

Reclassification adjustment for (gains) losses included in net earnings (loss) (7 ) 4 (6 ) (5 )

Total Other Comprehensive Income (Loss), Net of Tax (439 ) 224 (311 ) 13 Comprehensive Income (Loss) (90 ) 600 97 961 Net (earnings) loss attributable to noncontrolling interests 6 6 13 11 Other comprehensive (income) loss attributable to noncontrolling interests 2 — 5 15 Comprehensive Income (Loss) Attributable to International Paper Company $ (82 ) $ 606 $ 115 $ 987

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Consolidated Balance Sheet (In millions)


3

September 30,

2014 December 31,

2013

(unaudited) Assets Current Assets

Cash and temporary investments $ 1,718 $ 1,802 Accounts and notes receivable, net 3,293 3,756 Inventories 2,493 2,825 Deferred income tax assets 334 302 Other current assets 301 340

Total Current Assets 8,139 9,025 Plants, Properties and Equipment, net 12,897 13,672 Forestlands 547 557 Investments 530 733 Financial Assets of Special Purpose Entities (Note 13) 2,141 2,127 Goodwill 3,931 3,987 Deferred Charges and Other Assets 1,218 1,427 Total Assets $ 29,403 $ 31,528 Liabilities and Equity Current Liabilities

Notes payable and current maturities of long-term debt $ 724 $ 661 Accounts payable 2,619 2,900 Accrued payroll and benefits 449 511 Other accrued liabilities 1,078 1,055

Total Current Liabilities 4,870 5,127 Long-Term Debt 8,988 8,827 Nonrecourse Financial Liabilities of Special Purpose Entities (Note 13) 2,049 2,043 Deferred Income Taxes 3,600 3,765 Pension Benefit Obligation 1,961 2,205 Postretirement and Postemployment Benefit Obligation 374 412 Other Liabilities 584 702 Redeemable Noncontrolling Interest — 163 Equity

Common stock, $1 par value, 2014 – 448.7 shares and 2013 – 447.2 shares 449 447 Paid-in capital 6,158 6,463 Retained earnings 4,446 4,446 Accumulated other comprehensive loss (3,065 ) (2,759 )

7,988 8,597 Less: Common stock held in treasury, at cost, 2014 – 25.202 shares and 2013 – 10.868 shares 1,172 492

Total Shareholders’ Equity 6,816 8,105 Noncontrolling interests 161 179

Total Equity 6,977 8,284 Total Liabilities and Equity $ 29,403 $ 31,528

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INTERNATIONAL PAPER COMPANY Consolidated Statement of Cash Flows

(Unaudited) (In millions)


Nine Months Ended

September 30,

2014 2013

Operating Activities Net earnings (loss) $ 408 $ 948 Depreciation, amortization and cost of timber harvested 1,068 1,176 Deferred income tax provision, net (139 ) 55 Restructuring and other charges 865 131 Pension plan contributions (353 ) (31 )

Net (gains) losses on sales and impairments of businesses — 1 Net bargain purchase gain on acquisition of business — (13 )

Equity (earnings) loss, net 64 30 Periodic pension expense, net 290 413 Other, net 66 (134 )

Changes in current assets and liabilities Accounts and notes receivable (214 ) (357 )

Inventories (118 ) (121 )

Accounts payable and accrued liabilities (49 ) (10 )

Interest payable 16 (8 )

Other 29 (89 )

Cash Provided By (Used For) Operations 1,933 1,991 Investment Activities

Invested in capital projects (961 ) (759 )

Acquisitions, net of cash acquired — (507 )

Proceeds from spinoff 385 733 Proceeds from sale of fixed assets 49 76 Other (31 ) (32 )

Cash Provided By (Used For) Investment Activities (558 ) (489 )

Financing Activities Repurchases of common stock and payments of restricted stock tax withholding (891 ) (70 )

Issuance of common stock 59 288 Issuance of debt 1,970 212 Reduction of debt (1,762 ) (637 )

Change in book overdrafts 20 (65 )

Dividends paid (451 ) (400 )

Acquisition of redeemable noncontrolling interest (114 ) — Debt tender premiums paid (269 ) — Redemption of preferred securities — (150 )

Other (4 ) (28 )

Cash Provided By (Used For) Financing Activities (1,442 ) (850 )

Effect of Exchange Rate Changes on Cash (17 ) (8 )

Change in Cash and Temporary Investments (84 ) 644 Cash and Temporary Investments

Beginning of period 1,802 1,302 End of period $ 1,718 $ 1,946

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Condensed Notes to Consolidated Financial Statements (Unaudited)

NOTE 1 - BASIS OF PRESENTATION

The accompanying unaudited consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States and in accordance with the instructions to Form 10-Q and, in the opinion of management, include all adjustments that are necessary for the fair presentation of International Paper Company’s (International Paper’s, the Company’s or our) financial position, results of operations, and cash flows for the interim periods presented. Except as disclosed herein, such adjustments are of a normal, recurring nature. Results for the first nine months of the year may not necessarily be indicative of full year results. It is suggested that these consolidated financial statements be read in conjunction with the audited financial statements and the notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2013 which have previously been filed with the Securities and Exchange Commission.

On July 1, 2014, International Paper completed the spinoff of its distribution solutions business, xpedx, and xpedx's merger with Unisource Worldwide, Inc., with the combined companies now operating as Veritiv Corporation (Veritiv). As a result of the spinoff, all current and prior year amounts have been adjusted to reflect xpedx as a discontinued operation. See Note 8 for further discussion.

NOTE 2 - RECENT ACCOUNTING DEVELOPMENTS

Share-Based Payment

In June 2014, the Financial Accounting Standards Board (FASB) issued ASU 2014-12, "Accounting for Share-Based Payments When the Terms of an Award Provide That Performance Target Could Be Achieved After the Requisite Service Period." This guidance provides that entities should treat performance targets that can be met after the requisite service period of a share-based payment award as performance conditions that affect vesting. As such, an entity should not record compensation expense related to an award for which transfer to the employee is contingent on the entity's satisfaction of a performance target until it becomes probable that the performance target will be met. This ASU is effective for annual reporting periods beginning after December 15, 2015, and interim periods within those years. The Company is currently evaluating the provisions of this guidance.

Revenue Recognition

In May 2014, the FASB issued ASU 2014-09, "Revenue from Contracts with Customers." The guidance replaces most existing revenue recognition guidance and provides that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods and services. This ASU is effective for annual reporting periods beginning after December 15, 2016, and interim periods within those years, and permits the use of either the retrospective or cumulative effect transition method. The Company is currently evaluating the provisions of this guidance.

Discontinued Operations

In April 2014, the FASB issued ASU 2014-08, "Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity," which changes the criteria for determining which disposals can be presented as discontinued operations and modifies the related disclosure requirements. This guidance should be applied prospectively to new disposals and new classifications of disposal groups as held for sale after the effective date which is fiscal years beginning on or after December 15, 2014, and interim periods within those annual periods. The Company chose to early adopt the provisions of this guidance in the third quarter 2014. See Note 8 for further discussion and disclosures.

Hedge Accounting

In July 2013, the FASB issued ASU 2013-10, "Derivatives and Hedging," which amends ASC 815, "Derivatives and Hedging," to allow entities to use the Fed Funds Swap Rate, in addition to U.S. Treasury rates and LIBOR, as a benchmark interest rate in accounting for fair value and cash flow hedges in the United States. The ASU also eliminates the provision that prohibits the use of different benchmark rates for similar hedges except in rare and justifiable circumstances. The ASU is effective prospectively for qualifying new hedging relationships entered into on or after July 17, 2013 and for hedging relationships redesignated on or after that date. The adoption of the provisions of this guidance did not have a material effect on the Company's consolidated financial statements.

5

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Income Taxes

In July 2013, the FASB also issued ASU 2013-11, "Income Taxes," which provides guidance on financial statement presentation of an unrecognized tax benefit when a net operating loss carryforward, a similar tax loss, or a tax credit carryforward exists. This guidance should be applied to all unrealized tax benefits that exist as of the effective date which is fiscal years beginning after December 15, 2013, and interim periods within those years. The adoption of the provisions of this guidance did not have a material effect on the Company's consolidated financial statements.

NOTE 3 - EQUITY

A summary of the changes in equity for the nine -month periods ended September 30, 2014 and 2013 is provided below:

NOTE 4 - OTHER COMPREHENSIVE INCOME

The following table presents changes in AOCI for the three -month period ended September 30, 2014 :

6

Nine Months Ended

September 30,

2014 2013

In millions, except per share amounts

Total International

Paper Shareholders’

Equity Noncontrolling

Interests Total

Equity

Total International

Paper Shareholders’

Equity Noncontrolling

Interests Total

Equity

Balance, January 1 $ 8,105 $ 179 $ 8,284 $ 6,304 $ 332 $ 6,636 Issuance of stock for various plans, net 221 — 221 418 — 418 Repurchase of stock (891 ) — (891 ) (70 ) — (70 )

Common stock dividends ($1.05 per share in 2014 and $0.9000 per share in 2013) (462 ) — (462 ) (409 ) — (409 )

xpedx spinoff (313 ) — (313 ) — — — Dividends paid to noncontrolling interests by subsidiary — — — — (1 ) (1 )

Noncontrolling interests of acquired entities, net — — — — 7 7 Acquisition of redeemable noncontrolling interests 47 — 47 — — — Remeasurement of redeemable noncontrolling interest (6 ) — (6 ) — — — Comprehensive income (loss) 115 (18 ) 97 987 (26 ) 961 Ending Balance, September 30 $ 6,816 $ 161 $ 6,977 $ 7,230 $ 312 $ 7,542

In millions

Defined Benefit Pension and

Postretirement Items (a)

Change in Cumulative Foreign Currency

Translation Adjustments (a)

Net Gains and Losses on Cash Flow Hedging Derivatives (a) Total (a)

Balance, July 1, 2014 $ (2,087 ) $ (553 ) $ 12 $ (2,628 )

Other comprehensive income (loss) before reclassifications (1 ) (475 ) 1 (475 )

Amounts reclassified from accumulated other comprehensive income 60 (17 ) (7 ) 36 Net Current Period Other Comprehensive Income (Loss) 59 (492 ) (6 ) (439 )

Other Comprehensive Income (Loss) Attributable to Noncontrolling Interest — 2 — 2 Balance, September 30, 2014 $ (2,028 ) $ (1,043 ) $ 6 $ (3,065 )

(a) All amounts are net of tax. Amounts in parentheses indicate debits to AOCI.

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The following table presents changes in AOCI for the three -month period ended September 30, 2013 :

The following table presents changes in AOCI for the nine -month period ended September 30, 2014 :

The following table presents changes in AOCI for the nine -month period ended September 30, 2013 :

7

In millions






Balance, July 1, 2013 $ (3,442 ) $ (592 ) $ (17 ) $ (4,051 )

Other comprehensive income (loss) before reclassifications 103 34 7 144 Amounts reclassified from accumulated other comprehensive income 76 — 4 80

Net Current Period Other Comprehensive Income (Loss) 179 34 11 224 Other Comprehensive Income (Loss) Attributable to Noncontrolling Interest — 15 — 15 Balance, September 30, 2013 $ (3,263 ) $ (543 ) $ (6 ) $ (3,812 )


In millions






Balance, January 1, 2014 $ (2,105 ) $ (649 ) $ (5 ) $ (2,759 )

Other comprehensive income (loss) before reclassifications (104 ) (382 ) 17 (469 )

Amounts reclassified from accumulated other comprehensive income 181 (17 ) (6 ) 158 Net Current Period Other Comprehensive Income (Loss) 77 (399 ) 11 (311 )

Other Comprehensive Income (Loss) Attributable to Noncontrolling Interest — 5 — 5 Balance, September 30, 2014 $ (2,028 ) $ (1,043 ) $ 6 $ (3,065 )


In millions






Balance, January 1, 2013 $ (3,596 ) $ (246 ) $ 2 $ (3,840 )

Other comprehensive income (loss) before reclassifications 103 (329 ) (3 ) (229 )

Amounts reclassified from accumulated other comprehensive income 230 17 (5 ) 242 Net Current Period Other Comprehensive Income (Loss) 333 (312 ) (8 ) 13 Other Comprehensive Income (Loss) Attributable to Noncontrolling Interest — 15 — 15 Balance, September 30, 2013 $ (3,263 ) $ (543 ) $ (6 ) $ (3,812 )


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The following table presents details of the reclassifications out of AOCI for the three -month and nine -month periods ended September 30 :

(a) Amounts in parentheses indicate debits to earnings/loss.

NOTE 5 - EARNINGS PER SHARE ATTRIBUTABLE TO INTERNA TIONAL PAPER COMPANY COMMON SHAREHOLDERS

Basic earnings per common share are computed by dividing earnings by the weighted average number of common shares outstanding. Diluted earnings per common share are computed assuming that all potentially dilutive securities, including “in-the-money” stock options, were converted into common shares. A reconciliation of the amounts included in the computation of earnings (loss) per common share, and diluted earnings (loss) per common share is as follows:

8

Details About Accumulated Other Comprehensive Income Components

Amount Reclassified from Accumulated Other

Comprehensive Income (a)

Location of Amount Reclassified from AOCI

Three Months Ended


September 30,

2014 2013 2014 2013

In millions:

Defined benefit pension and postretirement items:

Prior-service costs $ (4 ) $ (2 ) $ (13 ) $ (7 ) (b) Cost of products sold

Actuarial gains (losses) (95 ) (123 ) (284 ) (370 ) (b) Cost of products sold

Total pre-tax amount (99 ) (125 ) (297 ) (377 )

Tax (expense) benefit 39 49 116 147

Net of tax (60 ) (76 ) (181 ) (230 )

Change in cumulative foreign currency translation adjustments:

Business acquisition/divestitures 17 — 17 (17 ) Net bargain purchase loss on acquisition of business

Tax (expense)/benefit — — — —

Net of tax 17 — 17 (17 )

Net gains and losses on cash flow hedging derivatives:

Foreign exchange contracts 10 (6 ) 6 7 (c) Cost of products sold

Total pre-tax amount 10 (6 ) 6 7

Tax (expense)/benefit (3 ) 2 — (2 )

Net of tax 7 (4 ) 6 5

Total reclassifications for the period $ (36 ) $ (80 ) $ (158 ) $ (242 )

(b) These accumulated other comprehensive income components are included in the computation of net periodic pension cost (see Note 16 for additional details). (c) This accumulated other comprehensive income component is included in our derivatives and hedging activities (see Note 15 for additional details).

Three Months Ended


September 30,

In millions, except per share amounts 2014 2013 2014 2013

Earnings (loss) from continuing operations $ 339 $ 387 $ 425 $ 909 Effect of dilutive securities (a) — — — — Earnings (loss) from continuing operations – assuming dilution $ 339 $ 387 $ 425 $ 909 Average common shares outstanding 425.3 445.9 429.9 444.1 Effect of dilutive securities (a)

Restricted stock performance share plan 3.3 3.6 3.7 4.3 Stock options — 0.2 0.1 0.3

Average common shares outstanding – assuming dilution 428.6 449.7 433.7 448.7 Basic earnings (loss) from continuing operations per common share $ 0.80 $ 0.87 $ 0.99 $ 2.05 Diluted earnings (loss) from continuing operations per common share $ 0.79 $ 0.86 $ 0.98 $ 2.03

(a) Securities are not included in the table in periods when antidilutive.

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NOTE 6 - RESTRUCTURING AND OTHER CHARGES

2014: During the three months ended September 30, 2014, restructuring and other charges totaling $24 million before taxes ( $15 million after taxes) were recorded. Details of these charges were as follows:

During the three months ended June 30, 2014, restructuring and other charges totaling $307 million before taxes ( $188 million after taxes) were recorded. Details of these charges were as follows:

During the three months ended March 31, 2014, restructuring and other charges totaling $499 million before taxes ( $305 million after taxes) were recorded. Details of these charges were as follows:


9

Three Months Ended September 30, 2014

In millions Before-Tax

Charges After-Tax Charges

Courtland mill shutdown (a) $ 3 $ 2 Early debt extinguishment costs 13 8 EMEA packaging restructuring 5 3 Other 3 2 Total $ 24 $ 15

Three Months Ended

June 30, 2014



Courtland mill shutdown (a) $ 49 $ 30 Early debt extinguishment costs 262 160 Brazil packaging (7 ) (5 )

Other 3 3 Total $ 307 $ 188

Three Months Ended

March 31, 2014



Courtland mill shutdown (a) $ 495 $ 302 Other 4 3 Total $ 499 $ 305

(a) During 2013, the Company deferred accelerating depreciation for certain assets as we evaluated possible alternative uses by one of our other businesses. The net book value of these assets at December 31, 2013 was approximately $470 million . During the first quarter of 2014, we completed our evaluation and concluded that there were no alternative uses for these assets. We recognized approximately $430 million and approximately $36 million of accelerated depreciation related to these assets during the first quarter of 2014 and second quarter of 2014, respectively. Other components of the second quarter of 2014 Courtland mill shutdown cost include site closure costs of $7 million , and severance charges of $6 million . Other components of the first quarter of 2014 Courtland mill shutdown cost include site closure costs of $30 million , severance charges of $15 million and $20 million of other non-cash charges. Components of the third quarter of 2014 Courtland mill shutdown cost include severance charges of $2 million .




Early debt extinguishment costs $ 15 $ 9 Courtland mill shutdown 51 31 Bellevue box plant facility sale (9 ) (6 )

Other 2 2 Total $ 59 $ 36

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During the three months ended June 30, 2013, restructuring and other charges totaling a gain of $24 million before taxes ( $14 million after taxes) were recorded. Details of these charges were as follows:


NOTE 7 - ACQUISITIONS AND JOINT VENTURES

Olmuksan

2014: In May 2014, the Company launched a voluntary tender offer for the remaining outstanding 12.6% public shares of Olmuksan. The Company continues to purchase outstanding shares in an effort to obtain 100% ownership status. As of September 30, 2014, the Company owned 91.5% of Olmuksan's outstanding and issued shares.

2013: On January 3, 2013, International Paper completed the acquisition (effective date of acquisition on January 1, 2013) of the shares of its joint venture partner, Sabanci Holding, in the Turkish corrugated packaging company, Olmuksa International Paper Sabanci Ambalaj Sanayi ve Ticaret A.S., now called Olmuksan International Paper Ambalaj Sanayi ve Ticaret A.S. (Olmuksan), for a purchase price of $56 million . The acquired shares represent 43.7% of Olmuksan's shares. Prior to this acquisition, International Paper held a 43.7% equity interest in Olmuksan.

Because the transaction resulted in International Paper becoming the majority shareholder, owning 87.4% of Olmuksan's outstanding and issued shares, its completion triggered a mandatory call for tender of the remaining public shares which began in March 2013 and ended in April 2013, with no shares tendered. As a result, the remaining 12.6% owned by other parties have been considered noncontrolling interests. Olmuksan's financial results have been consolidated with the Company's Industrial Packaging segment beginning January 1, 2013, the effective date on which International Paper obtained majority control of the entity.

Following the transaction, the Company's previously held 43.7% equity interest in Olmuksan was remeasured to a fair value of $75 million , resulting in a gain of $9 million . In addition, the cumulative translation adjustment balance of $17 million relating to the previously held equity interest was reclassified, as expense, to Net bargain purchase gain on acquisition of business in the accompanying consolidated statement of operations, from accumulated other comprehensive income.

The preliminary purchase price allocation indicated that the sum of the cash consideration paid, the fair value of the noncontrolling interest and the fair value of the previously held interest was less than the fair value of the underlying assets by $22 million , resulting in a bargain purchase price gain being recorded on this transaction.

The $17 million reclassification of the cumulative translation balance and $18 million of the estimated bargain purchase gain were recorded in the 2013 first-quarter earnings. The $9 million gain resulting from the measurement of the previously held equity interest and an additional $4 million bargain purchase gain were recorded in 2013 second-quarter earnings and are included in Net bargain purchase gain on acquisition of business line item in the accompanying consolidated statement of operations.

10

Three Months Ended

June 30, 2013



Early debt extinguishment costs $ 3 $ 2 Insurance reimbursements (30 ) (19 )

Other 3 3 Total $ (24 ) $ (14 )

Three Months Ended

March 31, 2013



Early debt extinguishment costs $ 6 $ 4 Augusta paper machine shutdown 44 27 Other 2 1 Total $ 52 $ 32

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The following table summarizes the final allocation of the purchase price to the fair value of assets and liabilities acquired as of January 1, 2013, which was completed in the fourth quarter of 2013.

Pro forma information related to the acquisition of Olmuksan has not been included as it does not have a material effect on the Company's consolidated results of operations.

Orsa IP

2014: On April 8, 2014, the Company acquired the remaining 25% of shares of Orsa International Paper Embalagens S.A. (Orsa IP) from its joint venture partner, Jari Celulose, Papel e Embalagens S.A. (Jari), a Grupo Orsa company, for approximately $127 million , of which $105 million was paid in cash with the remaining $22 million held back pending satisfaction of certain indemnification obligations by Jari. An additional $11 million , which was initially not included in the purchase price, was placed in an escrow account pending resolution of certain open matters. During the third quarter, these open matters were successfully resolved, which resulted in $9 million paid out of escrow to Jari and correspondingly added to the final purchase consideration. The remaining $2 million was released back to the Company. During the second quarter of 2014, the Company reversed the $168 million of Redeemable noncontrolling interest included on the March 31, 2014 consolidated balance sheet with the net difference between this balance and the 25% purchase price being reflected as an increase to Retained earnings on the consolidated balance sheet.

2013: On January 14, 2013, International Paper and Jari formed Orsa IP with International Paper holding a 75% stake. The value of International Paper's initial investment in Orsa IP was approximately $471 million . Because International Paper acquired majority control of the joint venture, Orsa IP's financial results have been consolidated with our Industrial Packaging segment from the date of formation on January 14, 2013. The 25% owned by Jari was considered a redeemable noncontrolling interest and met the requirements to be classified outside permanent equity. As such, the Company reported $163 million in Redeemable noncontrolling interest in the December 31, 2013 consolidated balance sheet.

11

In millions Cash and temporary investments $ 5 Accounts and notes receivable 72 Inventory 31 Other current assets 2 Plants, properties and equipment 106 Investments 11 Total assets acquired 227 Notes payable and current maturities of long-term debt 17 Accounts payable and accrued liabilities 27 Deferred income tax liability 4 Postretirement and postemployment benefit obligation 6 Total liabilities assumed 54 Noncontrolling interest 18 Net assets acquired $ 155

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The following table summarizes the final allocation of the purchase price to the fair value of assets and liabilities acquired as of January 14, 2013, which was completed in the fourth quarter of 2013.

The identifiable intangible assets acquired in connection with the Orsa IP acquisition included the following:

Pro forma information related to the acquisition of Orsa IP has not been included as it does not have a material effect on the Company's consolidated results of operations.

Due to the complex organizational structure of Orsa IP's operations, and the extended time required to prepare consolidated financial information in accordance with accounting principles generally accepted in the United States, the Company reports its share of Orsa IP's operating results on a one-month lag basis.

NOTE 8 - DIVESTITURES / SPINOFF


2014: On July 1, 2014, International Paper completed the spinoff of its distribution solutions business, xpedx, and xpedx's merger with Unisource Worldwide, Inc., with the combined companies now operating as Veritiv Corporation (Veritiv). The xpedx business had historically represented the Company's Distribution reportable segment.

The spinoff was accomplished by the contribution of the xpedx business to Veritiv and the distribution of 8,160,000 shares of Veritiv common stock on a pro-rata basis to International Paper shareholders. International Paper received a payment of approximately $385 million , subject to final working capital, net debt adjustments, financed with new debt in Veritiv's capital structure. A payment of $25 million for the final working capital, net debt adjustments was received in the fourth quarter of 2014.

All current and historical operating results for xpedx are included in Discontinued operations, net of tax, in the consolidated statement of operations. The following summarizes the major classes of line items comprising Earnings (Loss) Before Income Taxes and Equity Earnings reconciled to Discontinued Operations, net of tax, related to the xpedx spinoff for all periods presented in the consolidated statement of operations:

12

In millions Cash and temporary investments $ 16 Accounts and notes receivable, net 5 Inventory 27 Plants, properties and equipment 290 Goodwill 260 Other intangible assets 110 Other long-term assets 2 Total assets acquired 710 Accounts payable and accrued liabilities 68 Deferred income tax liability 37 Total liabilities assumed 105 Noncontrolling interest 134 Net assets acquired $ 471

In millions Estimated Fair Value

Average Remaining Useful Life

(at acquisition date)

Asset Class: Customer relationships $ 88 12 years

Trademark 3 6 years

Wood supply agreement 19 25 years

Total $ 110

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Total cash provided by operations related to xpedx of $29 million and $48 million for the nine months ended September 30, 2014 and 2013 , respectively, is included in Cash Provided By (Used For) Operations in the consolidated statement of cash flows. Total cash provided by investing activities related to xpedx of $3 million and $11 million for the nine months ended September 30, 2014 and 2013 , respectively, is included in Cash Provided By (Used For) Investing Activities in the consolidated statement of cash flows.

2013: On April 1, 2013, the Company finalized the sale of Temple-Inland's 50% interest in Del-Tin Fiber L.L.C. (Del-Tin) to joint venture partner Deltic Timber Corporation (Deltic) for $20 million in assumed liabilities and cash.

On July 19, 2013, the Company finalized the sale of its Temple-Inland Building Products division to Georgia-Pacific Building Products, LLC for approximately $726 million in cash.

Related to the these divestitures, the Company recorded income of $2 million and a loss of $10 million for the three months ended September 30, 2014 and 2013, respectively, and a loss of $3 million and income of $40 million for the nine months ended September 30, 2014 and 2013, respectively. These amounts are included in Discontinued operations, net of tax in the consolidated statement of operations.

NOTE 9 - SUPPLEMENTAL FINANCIAL STATEMENT INFORMATI ON Temporary Investments

Accounts and Notes Receivable

13

Three Months Ended


September 30,

In millions 2014 2013 2014 2013

Net Sales $ — $ 1,431 $ 2,604 $ 4,196 Cost and Expenses

Cost of products sold — 1,265 2,309 3,705 Selling and administrative expenses — 99 191 302 Depreciation, amortization and cost of timber harvested — 4 9 12 Distribution expenses — 36 69 112 Restructuring and other charges (11 ) 17 24 44 Other, net — 2 3 6

Earnings (Loss) Before Income Taxes and Equity Earnings 11 8 (1 ) 15 Income tax provision (benefit) (3 ) 3 — 5

Discontinued Operations, Net of Taxes (a) $ 14 $ 5 $ (1 ) $ 10

(a) These amounts, along with those disclosed below related to the Temple-Inland Building Products divestitures, are included in Discontinued operations, net of tax, in the consolidated statement of operations.

In millions September 30, 2014 December 31, 2013

Temporary investments $ 1,245 $ 1,398


Accounts and notes receivable, net: Trade $ 3,056 $ 3,497 Other 237 259 Total $ 3,293 $ 3,756

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Inventories

Depreciation Expense

Valuation Accounts Certain valuation accounts were as follows:

There was no material activity related to asset retirement obligations during either of the nine months ended September 30, 2014 or 2013 . Interest

Cash payments related to interest were as follows:

Amounts related to interest were as follows:

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Raw materials $ 465 $ 372 Finished pulp, paper and packaging 1,436 1,834 Operating supplies 576 572 Other 16 47 Total $ 2,493 $ 2,825

Three Months Ended


September 30,

In millions 2014 2013 2014 2013

Depreciation expense $ 333 $ 363 $ 986 $ 1,076


Accumulated depreciation $ 20,762 $ 20,074 Allowance for doubtful accounts 86 109

Nine Months Ended

September 30,

In millions 2014 2013

Interest payments $ 503 $ 537

Three Months Ended


September 30,

In millions 2014 2013 2014 2013

Interest expense (a) $ 172 $ 162 $ 512 $ 520 Interest income (a) 14 15 47 41 Capitalized interest costs 5 4 17 12

(a) Interest expense and interest income exclude approximately $10 million and $29 million for the three months and nine months ended September 30, 2014 and $11 million and $35 million for the three months and nine months ended September 30, 2013 , respectively, related to investments in and borrowings from variable interest entities for which the Company has a legal right of offset (see Note 13).

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Postretirement Benefit Expense

The components of the Company’s postretirement benefit expense were as follows:

Other

Selling and administrative expenses included $1 million ( $1 million after taxes) and $15 million ( $9 million after taxes) for the three months and nine months ended September 30, 2014 and $24 million ( $15 million after taxes) and $50 million ( $31 million after taxes) for the three months and nine months ended September 30, 2013 for integration costs associated with the Temple-Inland acquisition.

NOTE 10 - GOODWILL AND OTHER INTANGIBLES

Goodwill

The following table presents changes in goodwill balances as allocated to each business segment for the nine -month period ended September 30, 2014 :

At December 31, 2013, there was $400 million of goodwill and $400 million of accumulated impairment losses included on the consolidated balance sheet, associated with the Distribution reportable segment. Effective July 1, 2014, the Company completed the spinoff of its xpedx business which had historically represented the Company's Distribution reportable segment. Following the spinoff of xpedx, the assets and liabilities of this business have been adjusted off of the consolidated balance sheet and are not included on the consolidated balance sheet as of September 30, 2014.

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Three Months Ended


September 30,

In millions 2014 2013 2014 2013

Service cost $ — $ — $ 1 $ 1 Interest cost 3 4 10 11 Actuarial loss 2 2 4 5 Amortization of prior service credit (3 ) (6 ) (10 ) (18 )

Net postretirement benefit expense $ 2 $ — $ 5 $ (1 )

In millions Industrial Packaging

Printing Papers

Consumer Packaging Total

Balance as of January 1, 2014 Goodwill $ 3,430 $ 2,311 $ 1,787 $ 7,528 Accumulated impairment losses (a) — (1,877 ) (1,664 ) (3,541 )

3,430 434 123 3,987 Reclassifications and other (b) (14 ) (24 ) (2 ) (40 )

Additions/reductions — (16 ) (c) — (16 )

Balance as of September 30, 2014 Goodwill 3,416 2,271 1,785 7,472 Accumulated impairment losses (a) — (1,877 ) (1,664 ) (3,541 )

Total $ 3,416 $ 394 $ 121 $ 3,931

(a) Represents accumulated goodwill impairment charges since the adoption of ASC 350, “Intangibles – Goodwill and Other” in 2002. (b) Represents the effects of foreign currency translations and reclassifications. (c) Reflects a reduction from tax benefits generated by the deduction of goodwill amortization for tax purposes in Brazil.

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Other Intangibles

Identifiable intangible assets comprised the following:

The Company recognized the following amounts as amortization expense related to intangible assets:

NOTE 11 - INCOME TAXES

International Paper made income tax payments, net of refunds, as follows:

The following table presents a rollforward of unrecognized tax benefits and related accrued estimated interest and penalties for the nine months ended September 30, 2014 :

The Company currently estimates, that as a result of ongoing discussions, pending tax settlements and expirations of statutes of limitations, the amount of unrecognized tax benefits could be reduced by approximately $4 million during the next 12 months.

Included in the Company’s income tax provisions for the nine months ended September 30, 2014 and 2013 , are $351 million and $179 million of income tax benefits, respectively, related to special items. The components of the net provision related to special items were as follows:

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September 30, 2014 December 31, 2013

In millions

Gross Carrying Amount

Accumulated Amortization

Gross Carrying Amount

Accumulated Amortization

Customer relationships and lists $ 622 $ 185 $ 602 $ 139 Non-compete agreements 76 52 76 46 Tradenames, patents and trademarks 61 42 67 33 Land and water rights 82 9 76 5 Fuel and power agreements 5 3 7 2 Software 23 21 17 15 Other 42 17 75 32

Total $ 911 $ 329 $ 920 $ 272

Three Months Ended


September 30,

In millions 2014 2013 2014 2013

Amortization expense related to intangible assets $ 19 $ 28 $ 55 $ 59

Nine Months Ended

September 30,


Income tax payments, net $ 193 $ 224

In millions Unrecognized Tax Benefits

Accrued Estimated Interest and Tax

Penalties

Balance at December 31, 2013 $ (161 ) $ (54 )

Activity for three months ended March 31, 2014 5 9 Activity for the three months ended June 30, 2014 — 2 Activity for the three months ended September 30, 2014 6 3 Balance at September 30, 2014 $ (150 ) $ (40 )

Nine Months Ended

September 30,


Special items $ (360 ) $ (59 )

Tax-related adjustments: State legislative changes 10 — IRS audit settlement — (122 )

Other (1 ) 2 Income tax provision (benefit) related to special items $ (351 ) $ (179 )

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NOTE 12 - COMMITMENTS AND CONTINGENCIES

Environmental Proceedings

International Paper has been named as a potentially responsible party in environmental remediation actions under various federal and state laws, including the Comprehensive Environmental Response, Compensation and Liability Act (CERCLA). Many of these proceedings involve the cleanup of hazardous substances at large commercial landfills that received waste from many different sources. While joint and several liability is authorized under CERCLA and equivalent state laws, as a practical matter, liability for CERCLA cleanups is typically allocated among the many potential responsible parties. Remedial costs are recorded in the consolidated financial statements when they become probable and reasonably estimable. International Paper has estimated the probable liability associated with these matters to be approximately $95 million in the aggregate at September 30, 2014.

Cass Lake: One of the matters referenced above is a closed wood treating facility located in Cass Lake, Minnesota. During 2009, in connection with an environmental site remediation action under CERCLA, International Paper submitted to the EPA a remediation feasibility study. In June 2011, the EPA selected and published a proposed soil remedy at the site with an estimated cost of $46 million . The overall remediation reserve for the site is currently $50 million to address the selection of an alternative for the soil remediation component of the overall site remedy. In October 2011, the EPA released a public statement indicating that the final soil remedy decision would be delayed. In the unlikely event that the EPA changes its proposed soil remedy and approves instead a more expensive clean-up alternative, the remediation costs could be material, and significantly higher than amounts currently recorded. In October 2012, the Natural Resource Trustees for this site provided notice to International Paper and other potentially responsible parties of their intent to perform a Natural Resource Damage Assessment. It is premature to predict the outcome of the assessment or to estimate a loss or range of loss, if any, which may be incurred.

Other: In addition to the above matters, other remediation costs typically associated with the cleanup of hazardous substances at the Company’s current, closed or formerly-owned facilities, and recorded as liabilities in the balance sheet, totaled approximately $40 million at September 30, 2014 . Other than as described above, completion of required remedial actions is not expected to have a material effect on our consolidated financial statements.

Kalamazoo River: The Company is a potentially responsible party with respect to the Allied Paper, Inc./Portage Creek/Kalamazoo River Superfund Site (Kalamazoo River Superfund Site) in Michigan. The EPA asserts that the site is contaminated primarily by PCBs as a result of discharges from various paper mills located along the Kalamazoo River, including a paper mill formerly owned by St. Regis Paper Company (St. Regis). The Company is a successor in interest to St. Regis. The Company has not received any orders from the EPA with respect to the site and continues to collect information from the EPA and other parties relative to the site to evaluate the extent of its liability, if any, with respect to the site. Accordingly, it is premature to estimate a loss or range of loss with respect to this site.

Also in connection with the Kalamazoo River Superfund Site, the Company was named as a defendant by Georgia-Pacific Consumer Products LP, Fort James Corporation and Georgia Pacific LLC in a contribution and cost recovery action for alleged pollution at the site. The suit seeks contribution under CERCLA for $79 million in costs purportedly expended by plaintiffs as of the filing of the complaint and for future remediation costs. The suit alleges that a mill, during the time it was allegedly owned and operated by St. Regis, discharged PCB contaminated solids and paper residuals resulting from paper de-inking and recycling. Also named as defendants in the suit are NCR Corporation and Weyerhaeuser Company. In mid-2011, the suit was transferred from the District Court for the Eastern District of Wisconsin to the District Court for the Western District of Michigan. The trial of the initial liability phase took place in February 2013. Weyerhaeuser conceded prior to trial that it was a liable party with respect to the site. In September 2013, an opinion and order was issued in the suit. The order concluded that the Company (as the successor to St. Regis) was not an “operator,” but was an “owner,” of the mill at issue during a portion of the relevant period and is therefore liable under CERCLA. The order also determined that NCR is a liable party as an "arranger for disposal" of PCBs in waste paper that was de-inked and recycled by mills along the Kalamazoo River. The order did not address the Company's responsibility, if any, for costs for which plaintiffs in the suit are seeking recovery. This will be the subject of a separate trial, which has been set for September 2015. The Company thus believes it is premature to predict the outcome or to estimate a loss or range of loss, if any, which may be incurred.

Harris County: International Paper and McGinnis Industrial Maintenance Corporation, a subsidiary of Waste Management, Inc., are potentially responsible parties at the San Jacinto River Waste Pits Superfund Site (San Jacinto Superfund Site) in Harris County, Texas, and have been actively participating in investigation and remediation activities at this Superfund Site. In December 2011, Harris County, Texas filed a suit against the Company in Harris County District Court seeking civil penalties with regard to the alleged discharge of dioxin into the San Jacinto River since 1965 from waste impoundments that are part of the San Jacinto River Superfund Site. Also named as defendants in this action are McGinnis Industrial Maintenance Corporation, Waste Management, Inc. and Waste Management of Texas, Inc. Harris County is seeking civil penalties pursuant to the Texas Water Code and the Texas Administrative Code, which provide for the imposition of civil penalties between $50 and $25,000 per day. Trial began on October 7, 2014. Until a verdict or settlement is reached, it continues to be premature to

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predict the outcome or to estimate our maximum reasonably possible loss. However, we do not believe that material loss is probable.

In October 2012, a civil lawsuit was filed against the same defendants, including the Company, in the District Court of Harris County by approximately 400 local fishermen seeking medical monitoring and damages with regard to the alleged discharge of dioxin into the San Jacinto River since 1965 from waste impoundments that are a part of the San Jacinto Superfund Site. Trial is currently scheduled for January 2015. This case is in the discovery phase and it is therefore premature to predict the outcome or to estimate a loss or range of loss, if any, which may be incurred. In December 2012, residents of an up-river neighborhood filed a civil action against the same defendants, including the Company, in the District Court of Harris County alleging property damage and personal injury from the alleged discharge of dioxin into the San Jacinto River from the San Jacinto Superfund Site. Trial is currently scheduled for February 2015. This case is in the discovery phase and it is therefore premature to predict the outcome or to estimate a loss or range of loss, if any, which may be incurred.

Legal Proceedings

Antitrust: In September 2010, eight containerboard producers, including International Paper and Temple-Inland, were named as defendants in a purported class action complaint that alleged a civil violation of Section 1 of the Sherman Act. The suit is captioned Kleen Products LLC v. Packaging Corp. of America (N.D. Ill.) . The complaint alleges that the defendants, beginning in February 2004 through November 2010, conspired to limit the supply and thereby increase prices of containerboard products. The alleged class is all persons who purchased containerboard products directly from any defendant for use or delivery in the United States during the period February 2004 to November 2010. The complaint seeks to recover an unspecified amount of treble actual damages and attorney’s fees on behalf of the purported class. Four similar complaints were filed and have been consolidated in the Northern District of Illinois. Moreover, in January 2011, International Paper was named as a defendant in a lawsuit filed in state court in Cocke County, Tennessee alleging that International Paper violated Tennessee law by conspiring to limit the supply and fix the prices of containerboard from mid-2005 to the present. Plaintiffs in the state court action seek certification of a class of Tennessee indirect purchasers of containerboard products, damages and costs, including attorneys’ fees. The Company disputes the allegations made and is vigorously defending each action. However, because the federal action is in the discovery stage and the Tennessee action is in a preliminary stage, we are unable to predict an outcome or estimate a range of reasonably possible loss. Beginning in late December 2012, certain purchasers of gypsum board filed a number of purported class action complaints alleging civil violations of Section 1 of the Sherman Act against Temple-Inland and a number of other gypsum manufacturers. The complaints were similar and alleged that the gypsum manufacturers conspired or otherwise reached agreements to: (1) raise prices of gypsum board either from 2008 or 2011 through the present; (2) avoid price erosion by ceasing the practice of issuing job quotes; and (3) restrict supply through downtime and limiting order fulfillment. The alleged classes are all persons who purchased gypsum board and/or gypsum finishing products directly or indirectly from any defendant. The complainants seek to recover unspecified treble actual damages and attorneys' fees on behalf of the purported classes. On April 8, 2013, the Judicial Panel on Multidistrict Litigation ordered transfer of all pending cases to the U.S. District Court for the Eastern District of Pennsylvania for coordinated and consolidated pretrial proceedings, and the direct purchaser plaintiffs and indirect purchaser plaintiffs filed their respective amended consolidated complaints in June 2013. The amended consolidated complaints allege a conspiracy or agreement beginning in or before September 2011. In October 2014, we reached an agreement in principle to settle the U.S. cases for an immaterial amount. This settlement in principle is subject to negotiation and execution of a definitive settlement agreement, which would then be subject to court approval. In addition, in September 2013, similar purported class actions were filed in courts in Quebec, Canada and Ontario, Canada, with each suit alleging violations of the Canadian Competition Act and seeking damages and injunctive relief. The Company intends to dispute the allegations made and to vigorously defend the litigation. Because these Canadian cases are in a preliminary stage, we are unable to predict an outcome or estimate our maximum reasonably possible loss. However, we do not believe that any material loss is probable.

Tax: The Company was previously being challenged by the Brazil taxing authorities concerning the statute of limitations related to the use of certain tax credits. The Company was previously appealing an unfavorable March 2012 administrative court ruling. During August 2014, the Company settled this claim for $22 million ( $11 million after taxes) as part of a tax amnesty program sponsored by the Brazil taxing authorities.

General: The Company is involved in various other inquiries, administrative proceedings and litigation relating to environmental and safety matters, contracts, sales of property, intellectual property, personal injury, labor and employment and other matters, some of which allege substantial monetary damages. While any proceeding or litigation has the element of uncertainty, the Company believes that the outcome of any of the lawsuits or claims that are pending or threatened or all of them combined (other than those that cannot be assessed due to their preliminary nature) will not have a material effect on its consolidated financial statements.

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NOTE 13 - VARIABLE INTEREST ENTITIES AND PREFERRED SECURITIES OF SUBSIDIARIES

Variable Interest Entities

In connection with the 2006 sale of approximately 5.6 million acres of forestlands, International Paper received installment notes (the Timber Notes) totaling approximately $4.8 billion . The Timber Notes, which do not require principal payments prior to their August 2016 maturity, are supported by irrevocable letters of credit obtained by the buyers of the forestlands.

During 2006, International Paper contributed the Timber Notes to newly formed entities (the Borrower Entities) in exchange for Class A and Class B interests in these entities. Subsequently, International Paper contributed its $200 million Class A interests in the Borrower Entities, along with approximately $400 million of International Paper promissory notes, to other newly formed entities (the Investor Entities, and together with the Borrower Entities, the Entities) in exchange for Class A and Class B interests in these entities, and simultaneously sold its Class A interest in the Investor Entities to a third party investor. As a result, at December 31, 2006, International Paper held Class B interests in the Borrower Entities and Class B interests in the Investor Entities valued at approximately $5.0 billion . International Paper did not provide any financial support that was not previously contractually required for the nine months ended September 30, 2014 and the year ended December 31, 2013 .

Following the 2006 sale of forestlands and creation of the Entities discussed above, the Timber Notes were used as collateral for borrowings from third party lenders, which effectively monetized the Timber Notes. Provisions of certain loan agreements require any bank issuing letters of credit supporting the Timber Notes to maintain a credit rating at or above a specified threshold. In the event the credit rating of a letter of credit bank is downgraded below the specified threshold, the letters of credit must be replaced within 60 days with letters of credit from a qualifying financial institution or for one of the letter of credit banks, collateral must be posted. The Company, retained to provide management services for the third-party entities that hold the Timber Notes, has, as required by the loan agreements, successfully replaced banks that fell below the specified threshold.

Also during 2006, the Entities acquired approximately $4.8 billion of International Paper debt obligations for cash, resulting in a total of approximately $5.2 billion of International Paper debt obligations held by the Entities at December 31, 2006. The various agreements entered into in connection with these transactions provide that International Paper has, and intends to affect, a legal right to offset its obligation under these debt instruments with its investments in the Entities. Accordingly, for financial reporting purposes, International Paper has offset approximately $5.2 billion of Class B interests in the Entities against $5.4 billion and $5.3 billion of International Paper debt obligations held by these Entities at September 30, 2014 and December 31, 2013 , respectively. Despite the offset treatment, these remain debt obligations of International Paper. Remaining borrowings of $60 million and $67 million at September 30, 2014 and December 31, 2013 , respectively, are included in Long-term debt in the accompanying consolidated balance sheet. Additional debt related to the above transaction of $107 million and $79 million is included in Notes payable and current maturities of long-term debt at September 30, 2014 and December 31, 2013 , respectively.

Activity between the Company and the Entities was as follows:

Based on an analysis of the Entities discussed above under guidance that considers the potential magnitude of the variability in the structures and which party has a controlling financial interest, International Paper determined that it is not the primary beneficiary of the Entities, and therefore, does not consolidate its investments in these entities. It was also determined that the source of variability in the structures is the value of the Timber Notes, the assets most significantly impacting the structure’s economic performance. The credit quality of the Timber Notes is supported by irrevocable letters of credit obtained by third party buyers which are 100% cash collateralized. International Paper analyzed which party has control over the economic performance of each entity, and concluded International Paper does not have control over significant decisions surrounding the Timber Notes and letters of credit and therefore is not the primary beneficiary. The Company’s maximum exposure to loss

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Three Months Ended


September 30,

In millions 2014 2013 2014 2013

Revenue (a) $ 10 $ 11 $ 29 $ 35 Expense (a) 18 20 54 61 Cash receipts (b) 10 14 22 33 Cash payments (c) 36 39 73 84

(a) The net expense related to the Company’s interest in the Entities is included in the accompanying consolidated statement of operations, as International Paper has and intends to affect its legal right to offset as discussed above.

(b) The cash receipts are equity distributions from the Entities to International Paper. (c) The semi-annual payments are related to interest on the associated debt obligations discussed above.

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equals the value of the Timber Notes; however, an analysis performed by the Company concluded the likelihood of this exposure is remote.

The use of the above entities facilitated the monetization of the credit enhanced Timber Notes in a cost effective manner by increasing the borrowing capacity and lowering the interest rate while continuing to preserve the tax deferral that resulted from the forestlands installment sales and the offset accounting treatment described above.

In connection with the acquisition of Temple-Inland in February 2012, two special purpose entities became wholly-owned subsidiaries of International Paper.

In October 2007, Temple-Inland sold 1.55 million acres of timberland for $2.38 billion . The total consideration consisted almost entirely of notes due in 2027 issued by the buyer of the timberland, which Temple-Inland contributed to two wholly-owned, bankruptcy-remote special purpose entities. The notes are shown in Financial assets of special purpose entities in the accompanying consolidated balance sheet and are supported by $2.38 billion of irrevocable letters of credit issued by three banks, which are required to maintain minimum credit ratings on their long-term debt. In the third quarter of 2012, International Paper completed its preliminary analysis of the acquisition date fair value of the notes and determined it to be $2.09 billion . As of September 30, 2014 , the fair value of the notes was $2.23 billion . These notes are classified as Level 2 within the fair value hierarchy, which is further defined in Note 14 in the Company's Annual Report on Form 10-K for the year ended December 31, 2013.

In December 2007, Temple-Inland’s two wholly-owned special purpose entities borrowed $2.14 billion shown in Nonrecourse financial liabilities of special purpose entities. The loans are repayable in 2027 and are secured only by the $2.38 billion of notes and the irrevocable letters of credit securing the notes and are nonrecourse to us. The loan agreements provide that if a credit rating of any of the banks issuing the letters of credit is downgraded below the specified threshold, the letters of credit issued by that bank must be replaced within 30 days with letters of credit from another qualifying financial institution. In the third quarter of 2012, International Paper completed its preliminary analysis of the acquisition date fair value of the borrowings and determined it to be $2.03 billion . As of September 30, 2014 , the fair value of this debt was $2.12 billion . This debt is classified as Level 2 within the fair value hierarchy, which is further defined in Note 14 in the Company's Annual Report on Form 10-K for the year ended December 31, 2013.

Activity between the Company and the 2007 financing entities was as follows:

Preferred Securities of Subsidiaries

In March 2003, Southeast Timber, Inc. (Southeast Timber), a consolidated subsidiary of International Paper, issued $150 million of preferred securities to a private investor with future dividend payments based on LIBOR. Southeast Timber, which through a subsidiary initially held approximately 1.5 million acres of forestlands in the southern United States, was International Paper’s primary vehicle for sales of southern forestlands. As of September 30, 2014 , substantially all of these forestlands have been sold. On March 27, 2013, Southeast Timber redeemed its Class A common shares owned by the private investor for $150 million . Distributions paid to the third-party investor were $1 million for the nine months ended June 30, 2013 . The expense related to these preferred securities is shown in Net earnings (loss) attributable to noncontrolling interests in the accompanying consolidated statement of operations.

20

Three Months Ended


September 30,

In millions 2014 2013 2014 2013

Revenue (a) $ 6 $ 6 $ 19 $ 20 Expense (b) 6 7 19 22 Cash receipts (c) 2 2 5 6 Cash payments (d) 4 5 13 16

(a) The revenue is included in Interest expense, net in the accompanying consolidated statement of operations and includes approximately $5 million and $14 million for the three months and nine months ended September 30, 2014 and 2013, respectively, of accretion income for the amortization of the purchase accounting adjustment on the Financial assets of special purpose entities.

(b) The expense is included in Interest expense, net in the accompanying consolidated statement of operations and includes approximately $2 million and $5 million for the three months and nine months ended September 30, 2014 and 2013, respectively, of accretion expense for the amortization of the purchase accounting adjustment on the Nonrecourse financial liabilities of special purpose entities.

(c) The cash receipts are interest received on the Financial assets of special purpose entities. (d) The cash payments are interest paid on Nonrecourse financial liabilities of special purpose entities.

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NOTE 14 - DEBT

Amounts related to early debt extinguishment during the three months and nine months ended September 30, 2014 and 2013 were as follows:

During the second quarter of 2014, International Paper issued $800 million of 3.65% senior unsecured notes with a maturity date in 2024 and $800 million of 4.80% senior unsecured notes with a maturity date in 2044 . The proceeds from this borrowing were used to repay approximately $957 million of notes with interest rates ranging from 7.95% to 9.38% and original maturities from 2018 to 2019 . Pre-tax early debt retirement costs of $262 million related to these debt repayments, including $257 million of cash premiums, are included in Restructuring and other charges in the accompanying consolidated statement of operations for the nine months ended September 30, 2014.

During the second quarter of 2014, International Paper borrowed $225 million under a receivable securitization facility at a rate of 0.90% . Prior to June 30, 2014, International Paper fully repaid the $225 million borrowed.

Subsequent to September 30, 2014, the Company repaid approximately $160 million of variable rate debt with an original maturity of February 2017.

During the first quarter of 2013, International Paper borrowed $260 million under a receivable securitization facility at a rate of 0.95% payable monthly. Prior to June 30, 2013, International Paper fully repaid the $260 million borrowed.

At September 30, 2014 , the fair value of International Paper’s $9.7 billion of debt was approximately $10.7 billion . The fair value of the Company’s long-term debt is estimated based on the quoted market prices for the same or similar issues. International Paper’s long-term debt is classified as Level 2 within the fair value hierarchy, which is further defined in Note 14 in the Company’s Annual Report on Form 10-K for the year ended December 31, 2013.

Maintaining an investment-grade credit rating is an important element of International Paper’s financing strategy. At September 30, 2014 , the Company held long-term credit ratings of BBB (stable outlook) and Baa2 (stable outlook) by S&P and Moody’s, respectively.

NOTE 15 - DERIVATIVES AND HEDGING ACTIVITIES

As a multinational company we are exposed to market risks, such as changes in interest rates, currency exchanges rates and commodity prices.

For detailed information regarding the Company’s hedging activities and related accounting, refer to Note 14 in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2013.

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Three Months Ended


September 30,

In millions 2014 2013 2014 2013

Early debt reductions (a) $ 262 $ 442 $ 1,301 $ 500 Pre-tax early debt extinguishment costs (b) 13 15 275 24

(a) Reductions related to notes with interest rates ranging from 4.75% to 9.38% with original maturities from 2015 to 2027 and from 5.45% to 7.40% with original maturities from 2014 to 2033 for the three months ended September 30, 2014 and 2013 , respectively, and from 4.75% to 9.38% with original maturities from 2018 to 2029 and from 5.20% to 7.95% with original maturities from 2014 to 2033 for the nine months ended September 30, 2014 and 2013 , respectively.

(b) Amounts are included in Restructuring and other charges in the accompanying consolidated statements of operations.

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The notional amounts of qualifying and non-qualifying financial instruments used in hedging transactions were as follows:

The following table shows gains or losses recognized in AOCI, net of tax, related to derivative instruments:

During the next 12 months, the amount of the September 30, 2014 AOCI balance, after tax, that is expected to be reclassified to earnings is a gain of $7 million .

The amounts of gains and losses recognized in the consolidated statement of operations on qualifying and non-qualifying financial instruments used in hedging transactions were as follows:

22


Derivatives in Cash Flow Hedging Relationships: Foreign exchange contracts (Sell / Buy; denominated in sell notional): (a)

Brazilian real / U.S. dollar - Forward 282 502 British pounds / Brazilian real – Forward 7 17

European euro / Brazilian real – Forward 13 27

European euro / Polish zloty – Forward 228 252

U.S. dollar / Brazilian real – Forward 127 290

U.S. dollar / Brazilian real – Zero-cost collar — 18

Derivatives in Fair Value Hedging Relationships:

Interest rate contracts (in USD) 230 175 Derivatives Not Designated as Hedging Instruments: Foreign exchange contracts (Sell / Buy; denominated in sell notional): (b)

Indian rupee / U.S. dollar - Forward — 157

Mexican peso / U.S. dollar - Forward 187 —

U.S. dollar / Brazilian real - Forward 12 —

(a) These contracts had maturities of three years or less as of September 30, 2014 . (b) These contracts had maturities of one year or less as of September 30, 2014 .

Gain (Loss) Recognized in

AOCI on Derivatives

(Effective Portion)

Three Months Ended


September 30,

In millions 2014 2013 2014 2013

Foreign exchange contracts $ 1 $ 7 $ 17 $ (3 )

Total $ 1 $ 7 $ 17 $ (3 )

Gain (Loss) Reclassified from

AOCI (Effective Portion)

Location of Gain (Loss) Reclassified from AOCI

(Effective Portion)

Three Months Ended


September 30,

In millions 2014 2013 2014 2013

Derivatives in Cash Flow Hedging Relationships: Foreign exchange contracts $ 7 $ (4 ) $ 6 $ 5 Cost of products sold

Total $ 7 $ (4 ) $ 6 $ 5

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The following activity is related to fully effective interest rate swaps designated as fair value hedges:

Fair Value Measurements

For a discussion of the Company’s fair value measurement policies under the fair value hierarchy, refer to Note 14 in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2013 .

The Company has not changed its valuation techniques for measuring the fair value of any financial assets or liabilities during the year. Transfers between levels, if any, are recognized at the end of the reporting period.

The following table provides a summary of the impact of our derivative instruments in the consolidated balance sheet:

Fair Value Measurements Level 2 – Significant Other Observable Inputs

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Gain (Loss) Recognized

Location of Gain (Loss) In Consolidated

Statement of Operations

Three Months Ended


September 30,

In millions 2014 2013 2014 2013

Derivatives in Fair Value Hedging Relationships: Interest rate contracts $ (1 ) $ — $ — $ — Interest expense, net

Debt 1 — — — Interest expense, net

Total $ — $ — $ — $ — Derivatives Not Designated as Hedging Instruments:

Electricity contact $ (2 ) $ — $ 1 $ 2 Cost of products sold

Embedded derivatives — — — (1 ) Interest expense, net

Foreign exchange contracts (1 ) — (1 ) (5 ) Cost of products sold

Interest rate contracts 3 (a) 7 10 (b) 17 Interest expense, net

Total $ — $ 7 $ 10 $ 13

(a) Excluding gain of $1 million related to debt reduction recorded to Restructuring and other charges. (b) Excluding gain of $7 million , net related to debt issuance and debt reduction recorded to Restructuring and other charges.

2014 2013 In millions Issued Terminated Undesignated Issued Terminated Undesignated

First Quarter $ 55 $ — $ — $ — $ — $ — Total $ 55 $ — $ — $ — $ — $ —

Assets Liabilities

In millions September 30, 2014 December 31, 2013 September 30, 2014 December 31, 2013

Derivatives designated as hedging instruments Foreign exchange contracts – cash flow $ 23 (a) $ 37 (b) $ 11 (d) $ 33 (f)

Interest rate contracts - fair value — — 1 (e) 1 (e)

Total derivatives designated as hedging instruments 23 37 12 34

Derivatives not designated as hedging instruments Electricity contract — 2 (c) — —

Foreign exchange contracts — — 1 (d) —

Total derivatives not designated as hedging instruments — 2 1 —

Total derivatives $ 23 $ 39 $ 13 $ 34

(a) Includes $18 million recorded in Other current assets and $5 million recorded in Deferred charges and other assets in the accompanying consolidated balance sheet. (b) Includes $23 million recorded in Other current assets and $14 million recorded in Deferred charges and other assets in the accompanying consolidated balance sheet.

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The above contracts are subject to enforceable master netting arrangements that provide rights of offset with each counterparty when amounts are payable on the same date in the same currency or in the case of certain specified defaults. Management has made an accounting policy election to not offset the fair value of recognized derivative assets and derivative liabilities in the consolidated balance sheet. The amounts owed to the counterparties and owed to the Company are considered immaterial with respect to each counterparty and in the aggregate with all counterparties.

Credit-Risk-Related Contingent Features

Certain of the Company’s financial instruments used in hedging transactions are governed by standard credit support arrangements with counterparties. If the lower of the Company’s credit rating by Moody’s or S&P were to drop below investment grade, the Company would be required to post collateral for all of its derivatives in a net liability position, although no derivatives would terminate. The fair values of derivative instruments containing credit risk-related contingent features in a net liability position were $2 million and $3 million as of September 30, 2014 and December 31, 2013 , respectively. The Company was not required to post any collateral as of September 30, 2014 or December 31, 2013 . For more information on credit-risk-related contingent features, refer to Note 14 in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2013 .

NOTE 16 - RETIREMENT PLANS

International Paper sponsors and maintains the Retirement Plan of International Paper Company (the Pension Plan), a tax-qualified defined benefit pension plan that provides retirement benefits to substantially all U.S. salaried employees and hourly employees (receiving salaried benefits) hired prior to July 1, 2004, and substantially all other U.S. hourly and union employees who work at a participating business unit regardless of hire date. These employees generally are eligible to participate in the Pension Plan upon attaining 21 years of age and completing one year of eligibility service. U.S. salaried employees and hourly employees (receiving salaried benefits) hired after June 30, 2004, are not eligible for the Pension Plan, but receive a company contribution to their individual savings plan accounts; however, salaried employees hired by Temple Inland prior to March 1, 2007 also participate in the Pension Plan.

The Pension Plan provides defined pension benefits based on years of credited service and either final average earnings (salaried employees and hourly employees receiving salaried benefits), hourly job rates or specified benefit rates (hourly and union employees). A detailed discussion of these plans is presented in Note 16 to the consolidated financial statements included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2013 .

In connection with the Temple-Inland acquisition in February 2012, International Paper assumed responsibility for the Temple-Inland Retirement Plan, a defined benefit plan which covers substantially all employees of Temple-Inland.

The Company will freeze participation, including credited service and compensation, for salaried employees under the Pension Plan, the Pension Restoration Plan and the SERP for all service on or after January 1, 2019. In addition, compensation under the Temple-Inland Retirement Plan and the Temple-Inland Supplemental Executive Retirement Plan (collectively, the Temple Retirement Plans) will also be frozen beginning January 1, 2019. Credited service was previously frozen for the Temple Retirement Plans. This change will not affect benefits accrued through December 31, 2018. Due to the announcement of the pension freeze, the net pension plan obligations were determined on February 28, 2014, including the effect of the remeasurement and curtailment. This resulted in a net increase to the projected benefit obligation of approximately $170 million ( $103 million net of tax) during the first quarter of 2014.

Net periodic pension expense for our qualified and nonqualified U.S. defined benefit plans comprised the following:

The Company’s funding policy for our pension plans is to contribute amounts sufficient to meet legal funding requirements, plus any additional amounts that the Company may determine to be appropriate considering the funded status of the plan, tax

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(c) Included in Other current assets in the accompanying consolidated balance sheet. (d) Included in Other accrued liabilities in the accompanying consolidated balance sheet. (e) Included in Other liabilities in the accompanying consolidated balance sheet. (f) Includes $24 million recorded in Other accrued liabilities and $9 million recorded in Other liabilities in the accompanying consolidated balance sheet.

Three Months Ended


September 30,

In millions 2014 2013 2014 2013

Service cost $ 35 $ 47 $ 108 $ 142 Interest cost 150 143 450 430 Expected return on plan assets (190 ) (186 ) (571 ) (550 )

Actuarial loss 94 121 280 365 Amortization of prior service cost 7 9 23 26 Net periodic pension expense $ 96 $ 134 $ 290 $ 413

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deductibility, the cash flows generated by the Company, and other factors. The Company made cash contributions of $353 million to the qualified pension plan in the first nine months of 2014. The nonqualified defined benefit plans are funded to the extent of benefit payments, which totaled $30 million for the nine months ended September 30, 2014 .

NOTE 17 - STOCK-BASED COMPENSATION

International Paper has an Incentive Compensation Plan (ICP) which is administered by the Management Development and Compensation Committee of the Board of Directors (the Committee). The ICP authorizes the grants of restricted stock, restricted or deferred stock units, performance awards payable in cash or stock upon the attainment of specified performance goals, dividend equivalents, stock options, stock appreciation rights, other stock-based awards and cash-based awards at the discretion of the Committee. A detailed discussion of the ICP, including the now discontinued stock option program and executive continuity award program that provided for tandem grants of restricted stock and stock options, is presented in Note 18 to the consolidated financial statements included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2013 . As of September 30, 2014 , 16.3 million shares were available for grant under the ICP.

Stock-based compensation expense and related income tax benefits were as follows:

At September 30, 2014 , $159 million , net of estimated forfeitures, of compensation cost related to unvested restricted performance shares, executive continuity awards and restricted stock attributable to future service had not yet been recognized. This amount will be recognized in expense over a weighted-average period of 1.8 years.

Performance Share Plan

Under the Performance Share Plan (PSP), awards are granted by the Committee to approximately 1,300 employees. Awards are earned based on the Company’s performance achievement in relative return on investment (ROI) and total shareholder return (TSR) compared to peer groups. Awards are weighted 75% for ROI and 25% for TSR for all participants except for officers for whom awards are weighted 50% for ROI and 50% for TSR. The ROI component of the PSP awards is valued at the closing stock price on the day prior to the grant date. As the ROI component contains a performance condition, compensation expense, net of estimated forfeitures, is recorded over the requisite service period based on the most probable number of awards expected to vest. The TSR component of the PSP awards is valued using a Monte Carlo simulation as the TSR component contains a market condition. The Monte Carlo simulation estimates the fair value of the TSR component based on the expected term of the award, the risk-free rate, expected dividends, and the expected volatility for the Company and its competitors. The expected term was estimated based on the vesting period of the awards, the risk-free rate was based on the yield on U.S. Treasury securities matching the vesting period and the volatility was based on the Company’s historical volatility over the expected term.

Beginning with the 2011, PSP grants are made in performance-based restricted stock units (PSU’s). The PSP will continue to be paid in unrestricted shares of Company stock.

PSP awards issued to certain members of senior management are liability awards, which are required to be remeasured at fair value at each balance sheet date. The valuation of these PSP liability awards is computed based on the same methodology as other PSP awards.

The following table sets forth the assumptions used to determine compensation cost for the market condition component of the PSP plan:

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Three Months Ended


September 30,

In millions 2014 2013 2014 2013

Total stock-based compensation expense (selling and administrative) $ 29 $ 35 $ 81 $ 106 Income tax benefits related to stock-based compensation 2 3 89 70

Three Months Ended


September 30,

2014 2013 2014 2013

Expected volatility 25.30% - 55.33% 25.25% - 62.58% 25.30% - 55.33% 25.25% - 62.58%

Risk-free interest rate 0.13% - 0.78% 0.20% - 0.99% 0.13% - 0.78% 0.20% - 0.99%

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The following summarizes the activity for PSP for the nine months ended September 30, 2014 :

Stock Option Program

The Company discontinued its stock option program in 2004 for members of executive management, and in 2005 for all other eligible U.S. and non-U.S. employees. Shares granted in 2014 represent replacement options from a stock swap.

A summary of option activity under the plan as of September 30, 2014 is presented below:

All options were fully vested and exercisable as of September 30, 2014 .

Executive Continuity and Restricted Stock Award Program

The following summarizes the activity of the Executive Continuity and Restricted Stock Award Program for the nine months ended September 30, 2014 :

NOTE 18 - INDUSTRY SEGMENT INFORMATION

International Paper’s industry segments, Industrial Packaging, Printing Papers, and Consumer Packaging are consistent with the internal structure used to manage these businesses. All segments are differentiated on a common product, common customer basis consistent with the business segmentation generally used in the Forest Products industry. Following the spinoff of xpedx which historically represented the Company's Distribution reportable segment, the assets of the xpedx business totaling $1.2 billion as of December 31, 2013 were adjusted off the balance sheet.

The Company also has a 50% equity interest in Ilim in Russia that is a separate reportable industry segment.

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Nonvested

Shares / Units

Weighted Average Grant Date Fair Value

Outstanding at December 31, 2013 8,117,489 $ 31.20 Granted 3,572,823 48.26 Shares Issued (4,016,092 ) 37.20 Forfeited (478,646 ) 43.18 Outstanding at September 30, 2014 7,195,574 $ 35.53

Options

Weighted Average

Exercise Price

Weighted Average

Remaining Life (years)

Aggregate Intrinsic

Value (thousands)

Outstanding at December 31, 2013 1,752,789 $ 39.80 Granted 3,247 49.13 Exercised (1,485,992 ) 39.75 Expired (25,221 ) 39.77 Outstanding at September 30, 2014 244,823 $ 40.22 0.22 $ 1,845

Nonvested

Shares

Weighted Average Grant Date Fair Value

Outstanding at December 31, 2013 112,374 $ 36.24 Granted 67,500 47.45 Shares Issued (55,107 ) 34.76 Forfeited — — Outstanding at September 30, 2014 124,767 $ 42.96

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Sales by industry segment for the three months and nine months ended September 30, 2014 and 2013 were as follows:

Operating profit by industry segment for the three months and nine months ended September 30, 2014 and 2013 were as follows:

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Three Months Ended


September 30,

In millions 2014 2013 2014 2013 Industrial Packaging $ 3,754 $ 3,755 $ 11,247 $ 11,095 Printing Papers 1,453 1,555 4,280 4,635 Consumer Packaging 876 885 2,548 2,570 Corporate and Intersegment Sales (32 ) (220 ) (401 ) (665 ) Net Sales $ 6,051 $ 5,975 $ 17,674 $ 17,635

Three Months Ended


September 30,

In millions 2014 2013 2014 2013 Industrial Packaging $ 527 (a) $ 499 (d) $ 1,517 (a) $ 1,328 (d)

Printing Papers 177 (b) 93 (e) (164 ) (b) 318 (e)

Consumer Packaging 77 (c) 73 (f) 127 (c) 131 (f)

Operating Profit 781 665 1,480 1,777 Interest expense, net (152 ) (g) (146 ) (459 ) (g) (478 ) (h)

Noncontrolling interests/equity earnings adjustment (i) (2 ) (3 ) — 1 Corporate items, net (3 ) (20 ) (16 ) (57 ) Restructuring and other charges (18 ) (15 ) (281 ) (9 ) Non-operating pension expense (54 ) (78 ) (159 ) (245 ) Earnings (loss) from continuing operations before income taxes and equity earnings $ 552 $ 403 $ 565 $ 989 Equity earnings (loss), net of taxes – Ilim $ (70 ) $ 11 $ (58 ) $ (34 )

(a) Includes charges of $1 million for the three months ended September 30, 2014 and $15 million for the nine months ended September 30, 2014 for integration costs associated with the acquisition of Temple-Inland, a net gain of $5 million for the nine months ended September 30, 2014 associated with our Brazil Packaging business, charges of $35 million for the three months and nine months ended September 30, 2014 for costs associated with a multi-employer pension plan withdrawal liability, charges of $5 million for the three months and nine months ended September 30, 2014 for costs related to the restructuring of our EMEA packaging business, and charges of $1 million for the three months ended September 30, 2014 and net charges of $3 million for the nine months ended September 30, 2014 for other items.

(b) Includes charges of $3 million for the three months ended September 30, 2014 and $547 million for the nine months ended September 30, 2014 for costs associated with the shutdown of our Courtland, Alabama mill, a gain of $20 million (including $2 million of interest income) for the three months and nine months ended September 30, 2014 for the resolution of a legal contingency for India, and charges of $32 million (including $8 million of interest expense) for the three months and nine months ended September 30, 2014 for costs associated with a foreign tax amnesty program.

(c) Includes a charge of $2 million for the three months ended September 30, 2014 and $4 million for the nine months ended September 30, 2014 for costs associated with the Coated Paperboard sheet plant closures.

(d) Includes charges of $24 million for the three months ended September 30, 2013 and $50 million for the nine months ended September 30, 2013 for integration costs associated with the acquisition of Temple-Inland, a gain of $14 million for the nine months ended September 30, 2013 for a bargain purchase adjustment on the first quarter 2013 acquisition of a majority share of our operations in Turkey, a gain of $9 million for the three months and nine months ended September 30, 2013 related to the sale of the box plant facility in Bellevue, Washington, and charges of $3 million for the three months ended September 30, 2013 and $8 million for the nine months ended September 30, 2013 for other items.

(e) Includes charges of $51 million for the three months and nine months ended September 30, 2013 for costs associated with the announced shutdown of our Courtland, Alabama mill.

(f) Includes charges of $45 million for the nine months ended September 30, 2013 for costs associated with the permanent shutdown of a paper machine at our Augusta, Georgia mill.

(g) Excludes net interest expense of $6 million that is included in the Printing Papers segment operating profit for the three months and nine months ended September 30, 2014.

(h) Includes a gain of $6 million for interest related to the settlement of an IRS tax audit for the nine months ended September 30, 2013. (i) Operating profits for industry segments include each segment’s percentage share of the profits of subsidiaries included in that segment that are less than wholly owned.

The pre-tax noncontrolling interest and equity earnings for these subsidiaries are adjusted here to present consolidated earnings before income taxes and equity earnings.

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EXECUTIVE SUMMARY International Paper generated Operating Earnings per share attributable to International Paper common shareholders of $0.95 in the third quarter of 2014 , compared with 2014 second -quarter earnings of $0.93 and 2013 third -quarter earnings of $1.01 . Diluted earnings (loss) per share attributable to International Paper common shareholders were $0.83 in the third quarter of 2014 , compared with $0.37 in the second quarter of 2014 and $0.85 in the third quarter of 2013 . We delivered strong earnings and record free cash flow performance in the 2014 third quarter driven by outstanding performance in our North American Industrial Packaging business, as well as solid operating performance in our other key businesses. The strong operating results were in spite of continued pressure from input costs. Even with what are relatively higher input costs, particularly in the case of wood costs, we successfully grew our margins during the 2014 third quarter through better manufacturing operations and lower planned maintenance outage costs. Related to the Ilim joint venture, during the 2014 third quarter, we received a $56 million dividend payment. While Ilim continued to generate solid operational performance, the favorable operating results were more than offset by unfavorable non-cash foreign currency exchange impacts. During the 2014 third quarter, we completed the spin-off of the xpedx distribution business which included the receipt in July of a $385 million special payment from the newly formed Veritiv.

The 2014 third quarter reflected sequential improvements in operating performance and input costs. While input costs were lower on a sequential quarter basis, they remain elevated as compared to the 2013 third quarter, largely driven by higher wood costs. Industrial Packaging’s improved sequential quarter results were largely attributable to relatively stable prices and solid mill operating performance, primarily in our North American Industrial Packaging Business. Modest softness in North American Industrial Packaging pricing was attributable to lower export volume due to weaker global business conditions and the strengthening of the US dollar. Printing Papers results reflect sequential improvements in volume, particularly in the North American Printing Papers business, and favorable operating costs. The 2014 third quarter Consumer Packaging results reflect sequential quarter improvements in volume for both the US and European businesses, as well as, lower operating costs. Maintenance outages for Industrial Packaging, Printing Papers and Consumer Packaging were lower in the 2014 third quarter coming off of what is the peak maintenance outage quarter. Finally, our Ilim joint venture experienced continued solid operational performance in the 2014 third quarter following the successful completion of a maintenance outage at the Bratsk facility enabling the continued productivity ramp-up. Ilim’s 2014 third quarter results were significantly impacted by unfavorable non-cash foreign currency movements associated with Ilim’s US dollar denominated debt.

Looking ahead to the 2014 fourth quarter, we expect relatively stable volumes across much of our business but expect some decline in our North American Industrial Packaging business associated with three less shipping days in the quarter. We expect some seasonal increase in volume in our Brazil Printing Papers business. The North American Printing Papers business should see a seasonal decline in pricing and mix while continued export pricing weakness is expected to impact the North American Industrial Packaging business. We expect lower pricing and an unfavorable geographic mix to impact the European Printing Papers business. Input costs should be stable on a sequential quarter basis with any benefits resulting from lower OCC and energy costs likely being offset by higher wood costs. Maintenance outage costs will increase in the 2014 fourth quarter as the 2014 third quarter represents the low point in terms of maintenance outage costs. For Ilim, we expect continued operational performance improvements however there is uncertainty regarding the impact of foreign currency movements relative to Ilim’s dollar denominated debt.

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ITEM 2. MANAGEMENT ’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AN D RESULTS OF OPERATIONS

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Operating Earnings is a non-GAAP measure. Diluted earnings (loss) per share attributable to International Paper Company common shareholders is the most direct comparable GAAP measure. The Company calculates Operating Earnings by excluding the after-tax effect of items considered by management to be unusual from the earnings reported under GAAP, non-operating pension expense, and discontinued operations. Management uses this measure to focus on on-going operations, and believes that it is useful to investors because it enables them to perform meaningful comparisons of past and present operating results. The Company believes that using this information, along with the most direct comparable GAAP measure, provides for a more complete analysis of the results of operations. The following are reconciliations of Operating Earnings per share attributable to International Paper Company common shareholders to diluted earnings (loss) per share attributable to International Paper Company common shareholders.

RESULTS OF OPERATIONS

For the third quarter of 2014 , International Paper Company reported net sales of $6.1 billion , compared with $5.9 billion in the second quarter of 2014 and $6.0 billion in the third quarter of 2013 .

Net earnings attributable to International Paper totaled $355 million , or $0.83 per share, in the 2014 third quarter. This compared with $382 million , or $0.85 per share, in the third quarter of 2013 and $161 million or $0.37 per share, in the second quarter of 2014 .

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Three Months Ended

September 30, Three Months Ended

June 30,

2014 2013 2014

Operating Earnings (Loss) Per Share Attributable to Shareholders $ 0.95 $ 1.01 $ 0.93 Non-operating pension per share (0.08 ) (0.11 ) (0.09 )

Special items per share (0.08 ) (0.04 ) (0.44 )

Diluted Earnings (Loss) Per Share from Continuing Operations 0.79 0.86 0.40 Discontinued operations per share 0.04 (0.01 ) (0.03 )

Diluted Earnings (Loss) Per Share Attributable to Shareholders $ 0.83 $ 0.85 $ 0.37

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Earnings from continuing operations attributable to International Paper Company were $339 million in the third quarter of 2014 compared with earnings of $387 million in the third quarter of 2013 and $174 million in the second quarter of 2014 . Compared with the third quarter of 2013 , the 2014 third quarter reflects higher average sales price realizations ($ 76 million ), lower mill maintenance outage costs ( $27 million ), lower other items ( $23 million ) and lower non-operating pension expense ( $15 million ). These benefits were offset by lower sales volumes ( $17 million ), higher raw material and freight costs ($ 21 million ), higher net interest expense ( $4 million ) and higher tax expense ( $49 million ) reflecting a higher estimated tax rate. Equity earnings, net of taxes, relating to International Paper’s investment in Ilim Holding S.A. were $81 million lower in the 2014 third quarter than in the 2013 third quarter. Net special items were a loss of $37 million in the 2014 third quarter compared with a loss of $20 million in the 2013 third quarter.

Compared with the second quarter of 2014 , earnings benefited from higher sales volumes ( $1 million ), lower operating costs ( $17 million ) including higher closure and transition costs in the second quarter of 2014 associated with the Courtland mill closure, lower raw material and freight costs ( $4 million ), lower mill maintenance outage costs ( $91 million ), lower net interest expense ($ 8 million ), a lower tax expense ( $9 million ) reflecting a lower estimated tax rate, lower corporate and other items ( $1 million ) and lower non-operating pension expense ( $4 million ). These benefits were offset by lower average sales price realizations ( $9 million ). Equity earnings, net of taxes, for Ilim Holding, S.A. decreased by $113 million versus the 2014 second quarter. Net special items were a loss of $37 million in the 2014 third quarter compared with a loss of $189 million, including $30 million associated with the Courtland mill shutdown, in the 2014 second quarter.

To measure the performance of the Company’s business segments from period to period without variations caused by special or unusual items, International Paper’s management focuses on industry segment operating profit. This is defined as earnings from continuing operations before taxes, equity earnings and noncontrolling interests, net of taxes, excluding interest expense, corporate charges and corporate special items which may include restructuring charges and (gains) losses on sales and impairments of businesses.

The following table presents a reconciliation of net earnings attributable to International Paper Company to its operating profit:

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Three Months Ended

September 30 June 30,

In millions 2014 2013 2014

Earnings (Loss) From Continuing Operations Attributable to International Paper Company $ 339 $ 387 $ 174 Add back (deduct):

Income tax provision (benefit) 147 38 22 Equity (earnings) loss, net of taxes 72 (16 ) (41 )

Noncontrolling interests, net of taxes (6 ) (6 ) (3 )

Earnings (Loss) From Continuing Operations Before Income Taxes and Equity Earnings 552 403 152 Interest expense, net 152 146 164 Noncontrolling interests / equity earnings included in operations 2 3 (2 )

Corporate items 3 20 2 Special items 18 15 262 Non-operating pension expense 54 78 61

$ 781 $ 665 $ 639 Industry Segment Operating Profit: Industrial Packaging $ 527 $ 499 $ 537 Printing Papers 177 93 69 Consumer Packaging 77 73 33 Total Industry Segment Operating Profit $ 781 $ 665 $ 639

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Industry Segment Operating Profit

Total industry segment operating profits of $781 million in the 2014 third quarter were higher than the $665 million in the 2013 third quarter and the $639 million in the 2014 second quarter. Compared with the third quarter of 2013 , operating profits in the current quarter benefited from higher average sales price realizations ($ 99 million ), lower operating costs ( $1 million ), lower mill outage costs ( $35 million ) and lower other costs ( $20 million ). These benefits were offset by lower sales volumes ( $22 million ) and higher raw material and freight costs ($ 27 million ). Special items were a loss of $59 million in the 2014 third quarter compared with a loss of $69 million in the 2013 third quarter.

Compared with the second quarter of 2014 , operating profits benefited from higher sales volumes ( $2 million ), lower operating costs ( $26 million ) including higher costs in the second quarter of 2014 associated with the Courtland mill closure, lower raw material and freight costs ( $5 million ), lower mill outage costs ( $133 million ) and lower other items ( $1 million ). These benefits were offset by lower average sales price realizations ( $13 million ). Special items were a loss of $59 million in the 2014 third quarter compared with a loss of $47 million in the 2014 second quarter.

During the 2014 third quarter, International Paper took approximately 130,000 tons of downtime of which approximately 69,000 tons were market-related compared with approximately 197,000 tons of downtime, which included about 70,000 tons that were market-related, in the 2013 third quarter. During the 2014 second quarter, International Paper took approximately 290,000 tons of downtime of which approximately 58,000 tons were market-related. Market-related downtime is taken to balance internal supply with our customer demand, while maintenance downtime is taken periodically during the year.

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Sales Volumes by Product (a)

Sales volumes of major products for the three months and nine months ended September 30, 2014 and 2013 were as follows:


2014: On July 1, 2014, International Paper completed the spinoff of its distribution solutions business, xpedx, and xpedx's merger with Unisource Worldwide, Inc., with the combined companies now operating as Veritiv Corporation (Veritiv). The xpedx business had historically represented the Company's Distribution reportable segment.

The spinoff was accomplished by the contribution of the xpedx business to Veritiv and the distribution of 8,160,000 shares of Veritiv common stock on a pro-rata basis to International Paper shareholders. International Paper received a payment of approximately $385 million , subject to final working capital, net debt adjustments, financed with new debt in Veritiv's capital structure. A payment of $25 million for the final working capital, net debt adjustments was received in the fourth quarter of 2014.

All current and historical operating results for xpedx are included in Discontinued operations, net of tax, in the consolidated statement of operations.

2013: On April 1, 2013, the Company finalized the sale of Temple-Inland's 50% interest in Del-Tin Fiber L.L.C. (Del-Tin) to joint venture partner Deltic Timber Corporation (Deltic) for $20 million in assumed liabilities and cash.

On July 19, 2013, the Company finalized the sale of its Temple-Inland Building Products division to Georgia-Pacific Building Products, LLC for approximately $726 million in cash.

Related to the these divestitures, the Company recorded income of $2 million and a loss of $10 million for the three months ended September 30, 2014 and 2013, respectively, and a loss of $3 million and income of $40 million for the nine months ended September 30, 2014 and 2013, respectively. These amounts are included in Discontinued operations, net of tax in the consolidated statement of operations.

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Three Months Ended


September 30,

In thousands of short tons 2014 2013 2014 2013

Industrial Packaging North American Corrugated Packaging 2,618 2,609 7,767 7,837 North American Containerboard 755 801 2,264 2,520 North American Recycling 537 603 1,850 1,764 North American Saturated Kraft 49 49 143 138 North American Gypsum/Release Kraft 49 47 129 113 North American Bleached Kraft 7 39 21 110 EMEA Industrial Packaging 331 325 1,023 996 Asian Box 102 111 295 312 Brazilian Packaging (b) 76 85 238 208

Industrial Packaging 4,524 4,669 13,730 13,998 Printing Papers

U.S. Uncoated Papers 506 650 1,479 1,904 EMEA and Russian Uncoated Papers 362 359 1,122 1,027 Brazilian Uncoated Papers 278 288 821 831 Indian Uncoated Papers 58 53 173 170

Uncoated Papers 1,204 1,350 3,595 3,932 Market Pulp (c) 471 413 1,312 1,272

Consumer Packaging North American Consumer Packaging 396 409 1,129 1,188 EMEA Coated Paperboard 91 87 253 268 Asian Coated Paperboard 332 365 1,007 1,063

Consumer Packaging 819 861 2,389 2,519

(a) Sales volumes include third party and inter-segment sales and exclude sales of equity investees. (b) Includes volumes for Brazil Packaging from date of acquisition in mid-January 2013. (c) Includes North American, European and Brazilian volumes and internal sales to mills.

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Income Taxes

An income tax provision of $147 million was recorded for the 2014 third quarter. Excluding a benefit of $ 40 million related to the tax effects of special items and a benefit of $21 million related to the tax effects of non-operating pension expense, the effective income tax rate for continuing operations was 30.5% for the quarter.

An income tax provision of $22 million was recorded for the 2014 second quarter. Excluding a tax benefit of $120 million related to the tax effects of special items and a benefit of $24 million related to the tax effects of non-operating pension expense, the effective income tax rate for continuing operations was 32% for the quarter.

An income tax provision of $38 million was recorded for the 2013 third quarter. Excluding a benefit of $ 64 million related to the tax effects of special items and a benefit of $30 million related to the tax effects of non-operating pension expense, the effective income tax rate for continuing operations was 23% for the quarter.

Interest Expense and Corporate Items

Net interest expense for the 2014 third quarter was $158 million ( $152 million excluding special items net interest expense reported in the Printing Papers business segment) compared with $164 million in the 2014 second quarter and $146 million in the 2013 third quarter.

Corporate items, net, were $3 million in the 2014 third quarter compared with $2 million in the 2014 second quarter, and $20 million in the 2013 third quarter.

Restructuring and Other Charges


During the three months ended June 30, 2014, restructuring and other charges totaling $307 million before taxes ( $188 million after taxes) were recorded. Details of these charges were as follows:


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Courtland mill shutdown (a) $ 3 $ 2 Early debt extinguishment costs 13 8 EMEA packaging restructuring 5 3 Other 3 2 Total $ 24 $ 15

Three Months Ended

June 30, 2014



Courtland mill shutdown (a) $ 49 $ 30 Early debt extinguishment costs 262 160 Brazil packaging (7 ) (5 )

Other 3 3 Total $ 307 $ 188

Three Months Ended

March 31, 2014



Courtland mill shutdown (a) $ 495 $ 302 Other 4 3 Total $ 499 $ 305

(a) During 2013, the Company deferred accelerating depreciation for certain assets as we evaluated possible alternative uses by one of our other businesses. The net book value of these assets at December 31, 2013 was approximately $470 million . During the first quarter of 2014, we completed

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our evaluation and concluded that there were no alternative uses for these assets. We recognized approximately $430 million and approximately $36 million of accelerated

depreciation related to these assets during the first quarter of 2014 and second quarter of 2014, respectively. Other components of the second quarter of 2014 Courtland

mill shutdown cost include site closure costs of $7 million , and severance charges of $6 million . Other components of the first quarter of 2014 Courtland mill shutdown

cost include site closure costs of $30 million , severance charges of $15 million and $20 million of other non-cash charges. Components of the third quarter of 2014

Courtland mill shutdown cost include severance charges of $2 million .


During the three months ended June 30, 2013, restructuring and other charges totaling a gain of $24 million before taxes ( $14 million after taxes) were recorded. Details of these charges were as follows:


BUSINESS SEGMENT OPERATING RESULTS

The following presents business segment discussions for the third quarter of 2014 .

Industrial Packaging

Industrial Packaging net sales for the third quarter of 2014 were 1% lower than in the second quarter of 2014 and 0% lower than in the third quarter of 2013 . Operating profits in the third quarter of 2014 included a charge of $35 million for costs associated with a multi-employer pension plan withdrawal liability, charges of $1 million for integration costs associated with the Temple-Inland acquisition, charges of $5 million for costs associated with the restructuring of our EMEA Packaging business and net charges of $1 million for other items. Operating profits in the second quarter of 2014 included charges of $2 million for integration costs associated with the Temple-Inland acquisition, a gain of $7 million related to our Brazil Packaging business and net charges of $2 million for other items. Operating profits in the third quarter of 2013 included charges of $ 24

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Early debt extinguishment costs $ 15 $ 9 Courtland mill shutdown 51 31 Bellevue box plant facility sale (9 ) (6 )

Other 2 2 Total $ 59 $ 36

Three Months Ended

June 30, 2013



Early debt extinguishment costs $ 3 $ 2 Insurance reimbursements (30 ) (19 )

Other 3 3 Total $ (24 ) $ (14 )

Three Months Ended

March 31, 2013



Early debt extinguishment costs $ 6 $ 4 Augusta paper machine shutdown 44 27 Other 2 1 Total $ 52 $ 32

2014 2013

In millions 3rd Quarter 2nd Quarter Nine Months 3rd Quarter 2nd Quarter Nine Months

Sales $ 3,754 $ 3,800 $ 11,247 $ 3,755 $ 3,780 $ 11,095 Operating Profit 527 537 1,517 499 474 1,328

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million for integration costs associated with the Temple-Inland acquisition, a gain of $9 million on the sale of the Bellevue, Washington box plant facility which was closed in 2010, and net charges of $3 million for other items. Excluding these items, operating profits in the third quarter of 2014 were 7% higher than in the second quarter of 2014 and 10% higher than in the third quarter of 2013 .

North American Industrial Packaging net sales were $3.2 billion in the third quarter of 2014 compared with $3.2 billion in the second quarter of 2014 and $3.2 billion in the third quarter of 2013 . Operating profits were $535 million ($570 million excluding pension plan withdrawal costs, Temple-Inland integration costs and a gain related to the release of reserves for box plant closures) in the third quarter of 2014 compared with $521 million ($523 million excluding Temple-Inland integration costs) in the second quarter of 2014 and $499 million ($516 million excluding Temple-Inland acquisition costs and a net gain related to closed facilities) in the third quarter of 2013 .

Sales volumes for boxes in the third quarter of 2014 were seasonally lower than in the second quarter of 2014 , despite having one more shipping day. Containerboard shipments to the domestic market increased, but shipments to export markets were lower. Total maintenance and market-related downtime decreased 64,000 tons from 181,000 tons to 117,000 tons which reflects a decrease of 75,000 tons for maintenance downtime, partially offset by an increase of 11,000 tons for market-related downtime. Average sales prices were flat for both boxes and domestic containerboard, but export containerboard sales prices declined due to competitive pressures. Lower input costs for energy and recycled fiber were offset by higher costs for wood and freight. Planned maintenance downtime costs were $68 million lower in the 2014 third quarter with an outage at the Rome, Georgia mill compared with the 2014 second quarter which had outages at eight mills. Manufacturing operating costs were lower reflecting strong operational performance.

Compared with the third quarter of 2013 , sales volumes in the third quarter of 2014 increased slightly due to one more shipping day for boxes. Containerboard shipments were lower for both domestic and export shipments. Total maintenance and market-related downtime was 41,000 tons lower in the third quarter of 2014 which reflects a decrease of 40,000 tons for maintenance downtime and a decrease of 1,000 tons for market-related downtime. Average sales price realizations were higher due to sales price increases for boxes and domestic containerboard that were implemented in late 2013. Input costs for wood and energy increased, partially offset by lower costs for starch and recycled fiber. Planned maintenance downtime costs were $14 million lower in the third quarter of 2014 compared with the third quarter of 2013.

Entering the fourth quarter of 2014 , sales volumes are expected to be lower reflecting three fewer shipping days for boxes and seasonally lower sales volumes for containerboard. Input costs are expected to be flat with lower costs for recycled fiber offset by higher costs for starch. Planned maintenance downtime costs should be $24 million higher.

European Industrial Packaging net sales were $310 million in the third quarter of 2014 compared with $339 million in the second quarter of 2014 and $305 million in the third quarter of 2013 . Operating profits were a loss of $1 million (a gain of $4 million excluding restructuring costs) in the third quarter of 2014 compared with a gain of $9 million ($10 million excluding costs associated with the 2013 acquisition of a majority share of our operations in Turkey) in the second quarter of 2014 and a loss of $2 million in the third quarter of 2013 .

Sales volumes in the third quarter of 2014 were lower than in the second quarter of 2014 reflecting seasonally weaker market demand. Average sales margins decreased despite lower board costs due to an unfavorable mix. Input costs for energy were slightly higher.

Compared with the third quarter of 2013 , sales volumes in the third quarter of 2014 increased reflecting recovering economic conditions and improved demand for industrial packaging. Average sales margins were significantly higher due to improved sales prices for boxes and decreased material costs. Energy costs were slightly lower.

Looking ahead to the fourth quarter of 2014 , sales volumes are expected to be seasonally higher, primarily in the fruit and vegetable packaging market. Average sales margins are expected to be slightly higher.

Brazilian Industrial Packaging net sales were $88 million in the third quarter of 2014 compared with $97 million in the second quarter of 2014 and $95 million in the third quarter of 2013 . Operating profits were a loss of $2 million in the third quarter of 2014 compared with a gain of $8 million ($1 million excluding a special items adjustment gain) in the second quarter of 2014 and about breakeven (a gain of $1 million excluding acquisition costs) in the third quarter of 2013 .

Sales volumes in the third quarter of 2014 were lower than in the second quarter of 2014 due to the slowing of economic activity in Brazil in June due to the World Cup events and overall weaker market demand. (Note that Brazil Packaging results are reported on a one-month lag.) Average sales margins decreased as higher box prices resulting from the sales price increase announced during the 2014 second quarter were offset by a less favorable product mix. Input costs decreased for recycled fiber. Planned maintenance downtime costs were $3 million higher related to outages at the Nova Campina and Paulinia mills. Compared with the third quarter of 2013, sales volumes in the third quarter of 2014 were lower. Average sales price realizations were higher. Input costs increased primarily for recycled fiber and chemicals. Operating profits in the fourth quarter of 2014 are expected to improve reflecting seasonally higher sales volumes and a more favorable mix. Planned maintenance downtime

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costs should be $3 million lower with no outages scheduled in the fourth quarter. Input costs, mainly for recycled fiber, are expected to decrease.

Asian Industrial Packaging net sales for the packaging operations were $89 million in the third quarter of 2014 compared with $89 million in the second quarter of 2014 and $105 million in the third quarter of 2013 . Operating profits for the packaging operations were a loss of $5 million (a loss of $3 million excluding restructuring costs) in the third quarter of 2014 compared with a loss of $2 million (a loss of $1 million excluding restructuring costs) in the second quarter of 2014 and a gain of $1 million in the third quarter of 2013 .

Net sales for the distribution operations were $57 million in the third quarter of 2014 compared with $65 million in the second quarter of 2014 and $60 million in the third quarter of 2013 . Operating profits for the distribution operations were about breakeven in the third quarter of 2014 , $1 million in the second quarter of 2014 and $1 million in the third quarter of 2013 .

Compared with the second quarter of 2014 , sales volumes for the packaging business were about flat in the third quarter of 2014 as market demand remains soft. Average sales margins were squeezed reflecting declining sales prices resulting from competitive pressure. Operating profits in the fourth quarter of 2014 are expected to continue to be affected by the difficult market conditions. Initiatives to control costs are being implemented to offset some of this negative impact.

Printing Papers

Printing Papers net sales for the third quarter of 2014 were 2% higher than in the second quarter of 2014 and 7% lower than in the third quarter of 2013 . Operating profits in the third and second quarters of 2014 included charges of $3 million and $49 million , respectively, for costs associated with the closure of our Courtland, Alabama mill. Operating profits in the third quarter of 2014 also included a charge of $32 million related to a tax amnesty program in Brazil and a gain of $20 million related to the resolution of a legal contingency in India. Excluding these items, operating profits in the third quarter of 2014 were 63% higher than in the second quarter of 2014 and 33% higher than in the third quarter of 2013 .

North American Printing Papers net sales were $529 million in the third quarter of 2014 compared with $500 million in the second quarter of 2014 and $660 million in the third quarter of 2013 . Operating profits were $72 million ($75 million excluding mill closure costs) in the third quarter of 2014 compared with a loss of $16 million (a gain of $33 million excluding mill closure costs) in the second quarter of 2014 and a gain of $11 million ($62 million excluding mill closure costs) in the third quarter of 2013 .

Sales volumes in the third quarter of 2014 were higher compared with the second quarter of 2014 reflecting seasonally higher demand for uncoated freesheet paper and new business gained in selected channels. Average sales price realizations were stable in both the domestic and export markets. Input costs decreased, primarily for energy and chemicals while wood costs remained high. Planned maintenance downtime costs in the third quarter of 2014 included an outage at the Franklin mill and were $19 million lower than in the second quarter of 2014 which included outages at the Eastover and Ticonderoga mills. Manufacturing operating costs were lower reflecting improved productivity. Operating profits were also favorably impacted by lower non-recurring costs associated with the shutdown of the Courtland mill.

Compared with the third quarter of 2013 , sales volumes in the third quarter of 2014 were significantly lower due to the closure of the Courtland mill and weaker market demand for uncoated freesheet paper. However, this negative impact was more than offset by increased average sales price realizations reflecting price increases implemented during 2013 and the first half of 2014 and a more favorable sales mix. Input costs were flat as lower costs for chemicals offset higher wood and energy costs. Planned maintenance downtime costs were $9 million lower than in the third quarter of 2013. Operating earnings in the third quarter of 2014 include $7 million of costs associated with the Courtland mill shutdown.

Entering the fourth quarter of 2014 , sales volumes are expected to be flat for uncoated freesheet paper in the domestic market. Average sales price realizations are expected to be seasonally lower. Input costs are expected to remain elevated. Planned maintenance downtime costs should be $35 million higher with outages scheduled in the fourth quarter at the Eastover and Riverdale mills.

European Printing Papers net sales were $365 million in the third quarter of 2014 compared with $380 million in the second quarter of 2014 and $355 million in the third quarter of 2013 . Operating profits were $44 million in the third quarter of 2014 compared with $20 million in the second quarter of 2014 and $46 million in the third quarter of 2013 .

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2014 2013


Sales $ 1,453 $ 1,421 $ 4,280 $ 1,555 $ 1,540 $ 4,635 Operating Profit 177 69 (164 ) 93 76 318

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Compared with the second quarter of 2014 , sales volumes in the third quarter of 2014 for uncoated freesheet paper decreased slightly, while sales volumes of pulp increased. Average sales price realizations for uncoated freesheet paper were flat in Russia and slightly lower in Europe. Input costs for wood increased in Russia and France, but decreased in Poland. Planned maintenance downtime costs were $23 million lower in the third quarter of 2014 which included a small outage at the Kwidzyn mill compared with outages at the Kwidzyn and Svetogorsk mills in the second quarter of 2014.

Sales volumes in the third quarter of 2014 compared with the third quarter of 2013 were higher, primarily for shipments of uncoated freesheet paper in Russia, while sales volumes in Europe were lower. Average sales price realizations for uncoated freesheet paper decreased due to weak economic conditions and competitive pressure. Input costs for wood were higher in both Russia and Europe. Planned maintenance downtime costs were $2 million lower in the third quarter of 2014 compared with the third quarter of 2013. Manufacturing operating costs were lower.

Looking forward to the fourth quarter of 2014 , sales volumes are expected to be seasonally higher. Average sales price realizations for uncoated freesheet paper are expected to be higher in Russia due to a price increase, but lower in Europe reflecting competitive market conditions. Input costs are expected to be higher for energy and wood in Russia. In Europe, higher costs for energy and purchased fiber in Europe should be partially offset by lower costs for wood. Planned maintenance downtime costs should be $1 million lower with no outages scheduled during the fourth quarter of 2014.

Brazilian Printing Papers net sales were $266 million in the third quarter of 2014 compared with $262 million in the second quarter of 2014 and $265 million in the third quarter of 2013 . Operating profits were $26 million ($58 million excluding costs associated with a tax amnesty program) in the third quarter of 2014 , $53 million in the second quarter of 2014 and $45 million in the third quarter of 2013 .

Sales volumes in the third quarter of 2014 were higher than in the second quarter of 2014 due to seasonally higher demand for uncoated freesheet paper in the domestic market, partially offset by lower export shipments to Latin America. Average sales price realizations were up slightly in the domestic market and were flat in the Latin American export markets. Average sales margins were positively impacted by the geographic mix. Input costs were flat. Manufacturing operating costs were slightly higher. Planned maintenance downtime costs were $1 million lower in the third quarter of 2014 which included no outages compared with the second quarter of 2014 which included an outage at the Tres Lagoas mill.

Compared with the third quarter of 2013 , sales volumes in the third quarter of 2014 decreased. Average sales price realizations improved for domestic uncoated freesheet paper due to price increases implemented in the second half of 2013 and during the first half of 2014. Input costs were higher for wood and chemicals. Planned maintenance downtime costs were $7 million lower than in the third quarter of 2013 which included an outage at the Mogi Guacu mill.

Entering the fourth quarter of 2014 , sales volumes are expected to increase reflecting seasonally stronger demand for uncoated freesheet paper in the domestic market. Average export sales price realizations are expected to be lower, but average sales margins should benefit from a more favorable geographic mix. Planned maintenance outage costs should be $9 million higher with an outage scheduled at the Mogi Guacu mill.

Indian Printing Papers net sales were $44 million in the third quarter of 2014 compared with $46 million in the second quarter of 2014 and $40 million ($38 million excluding excise duties which were included in net sales in 2013) in the third quarter of 2013 . Operating profits were $15 million (a loss of $5 million excluding a gain related to the resolution of a legal contingency) in the third quarter of 2014 , and losses of $2 million in the second quarter of 2014 and $12 million in the third quarter of 2013 .

Compared with the second quarter of 2014 , sales volumes in the third quarter of 2014 were flat as market demand for uncoated freesheet paper remains soft. Average sales price realizations were marginally lower due to competitive pressures. Input costs for wood were flat. Planned maintenance downtime costs were $1 million higher in the third quarter of 2014 with an outage at the Rajahmundry mill. Operating costs were also higher. Compared with the third quarter of 2013, sales volumes in the third quarter of 2014 increased marginally. Average sales price realizations improved, reflecting price increases implemented in 2013. Input costs for wood were higher. Planned maintenance downtime costs were $6 million lower in the third quarter of 2014.

Looking ahead to the fourth quarter of 2014, market demand is expected to be seasonally stronger. Sales volumes and average sales price realizations should improve. Input costs for wood are expected to decrease. No planned maintenance outages are scheduled for the fourth quarter of 2014.

Asian Printing Papers net sales were $14 million in the third quarter of 2014 compared with $14 million in the second quarter of 2014 and $30 million in the third quarter of 2013 . Operating profits were about breakeven in the third and second quarters of 2014 and the third quarter of 2013.

U.S. Market Pulp net sales were $235 million in the third quarter of 2014 compared with $219 million in the second quarter of 2014 and $205 million in the third quarter of 2013 . Operating profits were $20 million in the third quarter of 2014 compared with $14 million in the second quarter of 2014 and $3 million in the third quarter of 2013 .

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Sales volumes in the third quarter of 2014 compared with the second quarter of 2014 were higher reflecting increased shipments of market pulp, partially offset by seasonally lower fluff pulp shipments. Average sales price realizations for fluff pulp increased, but softwood and hardwood pulp average sales price realizations decreased. Operating costs were slightly higher, while input costs were flat. Planned maintenance downtime costs in the third quarter of 2014 were $2 million lower than in the second quarter of 2014.

Compared with the third quarter of 2013 , sales volumes increased in the third quarter of 2014 reflecting higher shipments of market pulp partially offset by lower fluff pulp shipments. Average sales margins increased due to higher sales price realizations. Input costs were higher for wood and energy. Planned maintenance downtime costs were $3 million lower, but operating costs were slightly higher.

Entering the fourth quarter of 2014 , sales volumes are expected to decrease reflecting lower market pulp shipments following a strong third quarter, partially offset by higher fluff pulp shipments. Average sales price realizations are expected to be stable for both fluff pulp and market pulp. Input costs should also be flat. Planned maintenance downtime costs should be $11 million lower with no planned maintenance outages scheduled for the fourth quarter.

Consumer Packaging

Consumer Packaging net sales in the third quarter of 2014 were 4% higher than in the second quarter of 2014 and 1% lower than in the third quarter of 2013 . Operating profits included charges of $2 million in the third quarter of 2014 and $1 million in the second quarter of 2014 related to sheet plant closures. Excluding these items, operating profits in the third quarter of 2014 were 132% higher than in the second quarter of 2014 and 8% higher than in the third quarter of 2013 .

North American Consumer Packaging net sales in the third quarter of 2014 were $528 million compared with $505 million in the second quarter of 2014 and $505 million in the third quarter of 2013 . Operating profits were $50 million ($52 million excluding sheet plant closure costs) in the third quarter of 2014 compared with $21 million ($22 million excluding sheet plant closure costs) in the second quarter of 2014 and $51 million in the third quarter of 2013 .

Coated Paperboard sales volumes in the third quarter of 2014 were higher than the second quarter of 2014 partly due to the increased production capacity resulting from less maintenance outage downtime during the quarter. Average sales price realizations improved reflecting the continuing realization of sales price increases announced during the prior quarter. Operating costs were lower due to good overall performance by the manufacturing facilities. Planned maintenance downtime costs were $18 million lower in the 2014 third quarter which included a small outage at the Texarkana mill compared with the second quarter of 2014 which included outages at the Riegelwood and Texarkana mills. Input costs for wood were slightly higher.

Compared with the third quarter of 2013 , sales volumes in the third quarter of 2014 were slightly lower. Average sales price realizations were significantly higher due to the impact of price increases implemented in both 2014 and 2013. Input costs were higher, primarily for wood. Planned maintenance downtime costs were $1 million higher in the third quarter of 2014. Operating costs were higher.

Foodservice sales volumes in the third quarter of 2014 were higher than in the second quarter of 2014 . Average sales margins reflected higher average sales price realizations more than offset by a less favorable customer mix and higher input costs for board and resins. Compared with the third quarter of 2013 , sales volumes in the third quarter of 2014 increased. Average sales margins were lower as higher average sales price realizations and a favorable mix were more than offset by higher input costs.

Looking forward to the fourth quarter of 2014 , coated paperboard sales volumes are expected to decrease reflecting softer market conditions. Average sales margins are expected to increase due to the partial realization of price increases announced in September and a more favorable mix. Planned maintenance downtime costs should be $10 million higher than in the third quarter of 2014 with an outage scheduled at the Texarkana mill during the fourth quarter of 2014. Input costs are expected to be stable. Foodservice sales volumes are expected to be seasonally higher, but average sales margins are expected to be lower due to an unfavorable product mix.

European Consumer Packaging net sales were $94 million in the third quarter of 2014 compared with $85 million in the second quarter of 2014 and $95 million in the third quarter of 2013 . Operating profits in the third quarter of 2014 were $27 million compared with $11 million in the second quarter of 2014 and $25 million in the third quarter of 2013 .

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2014 2013


Sales $ 876 $ 843 $ 2,548 $ 885 $ 855 $ 2,570 Operating Profit 77 33 127 73 51 131

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Sales volumes in the third quarter of 2014 compared with the second quarter of 2014 were higher in both Russia and Europe. However, the geographic mix of the shipments was impacted by the unstable economic situation in the Ukraine. Average sales margins were flat in Russia and lower in Europe reflecting a decrease in sales prices and an unfavorable mix. Input costs were flat. Planned maintenance downtime costs were $7 million lower in the third quarter of 2014 compared with the second quarter of 2014 which had outages at the Kwidzyn and Svetogorsk mills. Operating costs were lower in both Europe and Russia. Compared with the third quarter of 2013 , sales volumes increased in both Europe and Russia. In Europe, average sales price realizations were lower and the impact of mix was unfavorable, while in Russia average sales margins were flat. There were no planned maintenance outages in either period. Input costs increased for wood, but were partially offset by lower chemicals costs. Operating costs were lower.

Entering the fourth quarter of 2014 , sales volumes are expected to increase. Average sales margins are expected to decrease reflecting an unfavorable geographic mix in both Europe and Russia. Planned maintenance downtime costs are expected to be flat with no outages scheduled in the fourth quarter. Input costs are expected to be higher in Russia.

Asian Consumer Packaging net sales were $254 million in the third quarter of 2014 , $253 million in the second quarter of 2014 and $285 million in the third quarter of 2013 . Operating profits were about breakeven in the third quarter of 2014 compared with $1 million in the second quarter of 2014 and a loss of $3 million in the third quarter of 2013 . Compared with the second quarter of 2014 , sales volumes in the third quarter of 2014 were slightly higher, reflecting mild market demand growth although the market continues to be highly competitive. Sales prices also remained under pressure due to the over-supplied market conditions. Input costs and operating costs were improved, helping offset the pricing impact on earnings. Compared with the third quarter of 2013 , sales volumes in the third quarter of 2014 were lower. Average sales margins also decreased, reflecting lower sales prices partially offset by a more favorable product mix. Operating costs were lower.

Looking ahead to the fourth quarter of 2014 , operating profits are expected to be negatively impacted by continuing price pressures due to challenging market conditions.

Equity Earnings, Net of Taxes – Ilim

Since October 2007, International Paper and Ilim Holding S.A. (Ilim) have operated a 50:50 joint venture in Russia. Ilim is a separate reportable industry segment. The Company recorded an equity loss, net of taxes, of $70 million in the third quarter of 2014 , compared with equity earnings, net of taxes, of $43 million in the second quarter of 2014 and $11 million in the third quarter of 2013 . In the third quarter of 2014 , the after-tax foreign exchange impact was a loss of $82 million on the remeasurement of U.S. dollar-denominated debt compared with a gain of $29 million in the second quarter of 2014 . Compared with the second quarter of 2014, in the third quarter of 2014 sales volumes were lower reflecting increased shipments of pulp, containerboard and paper in the domestic market, offset by decreased shipments of linerboard to China and paper to other export markets. Average sales price realizations decreased for sales of pulp to export markets and for cut-size paper in the domestic market. Input costs for wood were seasonally lower. Operating costs increased due to higher planned maintenance outage costs with an outage at the Bratsk mill in the third quarter. The Company received cash dividends from the joint venture of $56 million during the third quarter of 2014.

Compared with the third quarter of 2013 , sales volumes in the third quarter of 2014 reflected increased sales of pulp to China and higher sales of paper in the domestic market, partially offset by lower sales of pulp to the domestic market. Average sales price realizations were flat. Input costs for wood, chemicals and energy increased. Operating costs were about flat as the benefit of the absence of start-up and ramp-up costs associated with major capital projects at the Bratsk and Koryazhma mills in 2013 was offset by higher depreciation expense and higher outage costs. An after-tax foreign exchange gain of $8 million on the remeasurement of U.S. dollar-denominated debt was recorded in the third quarter of 2013.

Looking forward to the fourth quarter of 2014 , sales volumes are expected to improve. Average sales price realizations are expected to decrease versus the third quarter of 2014 as weak demand for softwood pulp in China affects pricing. Input costs are expected to be higher for wood and energy. Operating results should be better because of operational enhancements implemented during the third quarter outage and no maintenance outages scheduled in the fourth quarter.

LIQUIDITY AND CAPITAL RESOURCES

Cash provided by operations totaled $1.9 billion for the first nine months of 2014 , compared with $2.0 billion for the comparable 2013 nine -month period. Earnings from operations adjusted for non-cash charges and the cash pension plan contributions were $2.3 billion for the first nine months of 2014 compared to $2.6 billion for the first nine months of 2013 . Cash used for working capital components totaled $336 million for the first nine months of 2014 compared to $585 million for the comparable 2013 nine -month period.

The Company generated free cash flow of approximately $1.3 billion and $1.2 billion in the first first nine months of 2014 and 2013 , respectively. Free cash flow is a non-GAAP measure and the most comparable GAAP measure is cash provided by operations. Management uses free cash flow as a liquidity metric because it measures the amount of cash generated that is available to maintain our assets, make investments or acquisitions, pay dividends, reduce debt, and fund other activities.

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The following is a reconciliation of free cash flow to cash provided by operations:

Investments in capital projects totaled $961 million in the first nine months of 2014 compared to $759 million in the first nine months of 2013 . Full-year 2014 capital spending is currently expected to be approximately $1.4 billion, or about 95% of depreciation and amortization expense for our current businesses.

Amounts related to early debt extinguishment during the three months and nine months ended September 30, 2014 and 2013 were as follows:

Financing activities for the first nine months of 2014 included a $208 million net increase in debt versus a $425 million net decrease in debt during the comparable 2013 nine -month period.

During the second quarter of 2014, International Paper issued $800 million of 3.65% senior unsecured notes with a maturity date in 2024 and $800 million of 4.80% senior unsecured notes with a maturity date in 2044 . The proceeds from this borrowing were used to repay approximately $957 million of notes with interest rates ranging from 7.95% to 9.38% and original maturities from 2018 to 2019 . Pre-tax early debt retirement costs of $262 million related to these debt repayments, including $257 million of cash premiums, are included in Restructuring and other charges in the accompanying consolidated statement of operations for the nine months ended September 30, 2014.

Subsequent to September 30, 2014, the Company repaid approximately $160 million of variable rate debt with an original maturity of February 2017.

During the first nine months of 2014 , International Paper issued approximately 1.5 million shares of common stock and used 4.7 million shares of treasury stock for various incentive plans, including stock option exercises that generated approximately $59 million of cash. International Paper also acquired 19 million shares of treasury stock, including restricted stock tax withholding. Repurchases of common stock and payments of restricted stock withholding taxes totaled $891 million , including $813 million related to shares repurchased under the Company's share repurchase program. In September 2013, the Company announced a share repurchase program to acquire up to $1.5 billion of the Company's common stock over the next two to three years in open market repurchase transactions. In addition, in July 2014, the Company announced that it would acquire up to $1.5 billion of additional shares of the Company's common stock to supplement the $1.5 billion share repurchase program authorized in September 2013 and intends to continue to repurchase such shares in open market repurchase transactions. The Company has repurchased 28.0 million shares at an average price of $46.29, for a total of approximately $1.3 billion, as of September 30, 2014 .

During the first nine months of 2013, International Paper issued approximately 7.1 million shares of common stock and used approximately 0.5 million shares of treasury stock for various incentive plans, including stock option exercises that generated approximately $288 million of cash. Also in the first six months of 2013, International Paper acquired 1.6 million shares of treasury stock primarily related to restricted stock tax withholding. Payments of restricted stock withholding taxes totaled $70 million . Cash dividend payments related to common stock totaled $451 million and $400 million for the first nine months of

40

Nine Months Ended

September 30,


Cash provided by operations $ 1,933 $ 1,991 Adjustments:

Cash invested in capital projects (961 ) (759 )

Cash contribution to pension plan 353 31 Insurance reimbursement for Guaranty Bank settlement — (30 )

Free Cash Flow $ 1,325 $ 1,233

Three Months Ended


September 30,

In millions 2014 2013 2014 2013

Early debt reductions (a) $ 262 $ 442 $ 1,301 $ 500 Pre-tax early debt extinguishment costs (b) 13 15 275 24

(a) Reductions related to notes with interest rates ranging from 4.75% to 9.38% with original maturities from 2015 to 2027 and from 5.45% to 7.40% with original maturities from 2014 to 2033 for the three months ended September 30, 2014 and 2013 , respectively, and from 4.75% to 9.38% with original maturities from 2018 to 2029 and from 5.20% to 7.95% with original maturities from 2014 to 2033 for the nine months ended September 30, 2014 and 2013 , respectively.

(b) Amounts are included in Restructuring and other charges in the accompanying consolidated statements of operations.

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2014 and 2013 , respectively. Dividends were $1.0500 per share and $0.9000 per share for the first nine months in 2014 and 2013 , respectively.

At September 30, 2014 , contractual obligations for future payments of debt maturities by calendar year were as follows: $204 million in 2014; $577 million in 2015; $531 million in 2016; $206 million in 2017; $1.3 billion in 2018; $602 million in 2019; and $6.3 billion thereafter.

Maintaining an investment-grade credit rating is an important element of International Paper’s financing strategy. At September 30, 2014 , the Company held long-term credit ratings of BBB (stable outlook) and Baa2 (stable outlook) by S&P and Moody’s, respectively.

At September 30, 2014 , International Paper’s credit agreements totaled $2.0 billion , which management believes are adequate to cover expected operating cash flow variability during the current economic cycle. The credit agreements generally provide for interest rates at a floating rate index plus a pre-determined margin dependent upon International Paper’s credit rating. The liquidity facilities include a $1.5 billion contractually committed bank credit agreement that expires in August 2019 and has a facility fee of 0.15% payable annually. The liquidity facilities also include up to $500 million of uncommitted commercial paper-based financings based on eligible receivable balances ( $500 million available at September 30, 2014 ) under a receivables securitization program. On January 8, 2014, the Company amended the receivables securitization facility to extend the maturity date from January 2014 to December 2014. During the first quarter of 2013, International Paper borrowed $260 million under the receivable securitization facility at a rate of 0.95% payable monthly. Prior to June 30, 2013, International Paper fully repaid the $260 million borrowed. During the second quarter of 2014, International Paper borrowed $225 million under a receivable securitization facility at a rate of 0.90% . Prior to June 30, 2014, International Paper fully repaid the $225 million borrowed. At September 30, 2014, International Paper had no borrowings under the liquidity facilities.

International Paper expects to be able to meet projected capital expenditures, service existing debt and meet working capital and dividend requirements during 2014 with current cash balances and cash from operations, supplemented as required by its existing credit facilities. The Company will continue to rely on debt and capital markets for the majority of any necessary long-term funding not provided by operating cash flows. Funding decisions will be guided by our capital structure planning objectives. The primary goals of the Company’s capital structure planning are to maximize financial flexibility and preserve liquidity while reducing interest expense. The majority of International Paper’s debt is accessed through global public capital markets where we have a wide base of investors.

Olmuksan

2014: In May 2014, the Company launched a voluntary tender offer for the remaining outstanding 12.6% public shares of Olmuksan. The Company continues to purchase outstanding shares in an effort to obtain 100% ownership status. As of September 30, 2014, the Company owned 91.5% of Olmuksan's outstanding and issued shares.

2013: On January 3, 2013, International Paper completed the acquisition (effective date of acquisition on January 1, 2013) of the shares of its joint venture partner, Sabanci Holding, in the Turkish corrugated packaging company, Olmuksa International Paper Sabanci Ambalaj Sanayi ve Ticaret A.S., now called Olmuksan International Paper Ambalaj Sanayi ve Ticaret A.S. (Olmuksan), for a purchase price of $56 million . The acquired shares represent 43.7% of Olmuksan's shares. Prior to this acquisition, International Paper held a 43.7% equity interest in Olmuksan.

Because the transaction resulted in International Paper becoming the majority shareholder, owning 87.4% of Olmuksan's outstanding and issued shares, its completion triggered a mandatory call for tender of the remaining public shares which began in March 2013 and ended in April 2013, with no shares tendered. As a result, the remaining 12.6% owned by other parties have been considered noncontrolling interests. Olmuksan's financial results have been consolidated with the Company's Industrial Packaging segment beginning January 1, 2013, the effective date on which International Paper obtained majority control of the entity.

Following the transaction, the Company's previously held 43.7% equity interest in Olmuksan was remeasured to a fair value of $75 million , resulting in a gain of $9 million . In addition, the cumulative translation adjustment balance of $17 million relating to the previously held equity interest was reclassified, as expense, to Net bargain purchase gain on acquisition of business in the accompanying consolidated statement of operations, from accumulated other comprehensive income.

The preliminary purchase price allocation indicated that the sum of the cash consideration paid, the fair value of the noncontrolling interest and the fair value of the previously held interest was less than the fair value of the underlying assets by $22 million , resulting in a bargain purchase price gain being recorded on this transaction.

The $17 million reclassification of the cumulative translation balance and $18 million of the estimated bargain purchase gain were recorded in the 2013 first-quarter earnings. The $9 million gain resulting from the measurement of the previously held equity interest and an additional $4 million bargain purchase gain were recorded in 2013 second-quarter earnings and are

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included in Net bargain purchase gain on acquisition of business line item in the accompanying consolidated statement of operations.

Orsa IP

2014: On April 8, 2014, the Company acquired the remaining 25% of shares of Orsa International Paper Embalagens S.A. (Orsa IP) from its joint venture partner, Jari Celulose, Papel e Embalagens S.A. (Jari), a Grupo Orsa company, for approximately $127 million , of which $105 million was paid in cash with the remaining $22 million held back pending satisfaction of certain indemnification obligations by Jari. An additional $11 million , which was initially not included in the purchase price, was placed in an escrow account pending resolution of certain open matters. During the third quarter, these open matters were successfully resolved, which resulted in $9 million paid out of escrow to Jari and correspondingly added to the final purchase consideration. The remaining $2 million was released back to the Company. During the second quarter of 2014, the Company reversed the $168 million of Redeemable noncontrolling interest included on the March 31, 2014 consolidated balance sheet with the net difference between this balance and the 25% purchase price being reflected as an increase to Retained earnings on the consolidated balance sheet.

2013: On January 14, 2013, International Paper and Jari formed Orsa IP with International Paper holding a 75% stake. The value of International Paper's initial investment in Orsa IP was approximately $471 million . Because International Paper acquired majority control of the joint venture, Orsa IP's financial results have been consolidated with our Industrial Packaging segment from the date of formation on January 14, 2013. The 25% owned by Jari was considered a redeemable noncontrolling interest and met the requirements to be classified outside permanent equity. As such, the Company reported $163 million in Redeemable noncontrolling interest in the December 31, 2013 consolidated balance sheet.

Ilim Holding S.A. Shareholders’ Agreement

In October 2007, in connection with the formation of the Ilim Holding S.A. joint venture, International Paper entered into a shareholder’s agreement that includes provisions relating to the reconciliation of disputes among the partners. This agreement was amended May 7, 2014. Pursuant to the amended agreement, beginning on January 1, 2017, either the Company or its partners may commence certain procedures specified under the deadlock provisions. If these or any other deadlock procedures are commenced, although it is not obligated to do so, the Company may in certain situations, choose to purchase its partners' 50% interest in Ilim. Any such transaction would be subject to review and approval by Russian and other relevant anti-trust authorities. Any such purchase by International Paper would result in the consolidation of Ilim’s financial position and results of operations in all subsequent periods.

CRITICAL ACCOUNTING POLICIES AND SIGNIFICANT ACCOUN TING ESTIMATES

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires International Paper to establish accounting policies and to make estimates that affect both the amounts and timing of the recording of assets, liabilities, revenues and expenses. Some of these estimates require judgments about matters that are inherently uncertain.

Accounting policies whose application may have a significant effect on the reported results of operations and financial position of International Paper, and that can require judgments by management that affect their application, include accounting for contingencies, impairment or disposal of long-lived assets, goodwill and other intangible assets, pensions, postretirement benefits other than pensions, stock options and income taxes.

The Company has included in its 2013 Form 10-K a discussion of these critical accounting policies, which are important to the portrayal of the Company’s financial condition and results of operations and require management’s judgments. The Company has not made any changes in these critical accounting policies during the first nine months of 2014 .

Pension Accounting

Net pension expense totaled approximately $290 million for International Paper’s U.S. plans for the nine months ended September 30, 2014 , or about $123 million less than the pension expense for the first nine months of 2013 . The decrease in U.S. plan expense was principally due to an increase in the assumed discount rate to 4.60% in 2014 from 4.10% in 2013 and lower amortization of unrecognized actuarial losses. Net pension expense for non-U.S. plans was about $3 million and $4 million for the first nine months of 2014 and 2013 , respectively.

After consultation with our actuaries, International Paper determines key actuarial assumptions on December 31 of each year that are used to calculate liability information as of that date and pension expense for the following year. Key assumptions affecting pension expense include the discount rate, the expected long-term rate of return on plan assets, the projected rate of future compensation increases, and various demographic assumptions including expected mortality. The discount rate assumption is determined based on approximately 500 Aa-rated bonds appropriate to provide the projected benefit payments of the plan. A bond portfolio is selected and a single rate is determined that equates the market value of the bonds purchased to the

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discounted value of the plan’s benefit payments. The expected long-term rate of return on plan assets is based on projected rates of return for current and planned asset classes in the plan’s investment portfolio. At September 30, 2014 , the market value of plan assets for International Paper’s U.S. plans totaled approximately $11.0 billion , consisting of approximately 49% equity securities, 31% fixed income securities, and 20% real estate and other assets. Plan assets did not include International Paper common stock.

The Company’s funding policy for its qualified pension plans is to contribute amounts sufficient to meet legal funding requirements, plus any additional amounts that the Company may determine to be appropriate considering the funded status of the plans, tax deductibility, the cash flow generated by the Company, and other factors. The Company made cash contributions of $353 million to the qualified pension plan in the first nine months of 2014. The U.S. nonqualified plans are only funded to the extent of benefits paid which are expected to be $46 million in 2014 .

FORWARD-LOOKING STATEMENTS

Certain statements in this Annual Report on Form 10-K that are not historical in nature may be considered “forward-looking” statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are often identified by the words, “will,” “may,” “should,” “continue,” “anticipate,” “believe,” “expect,” “plan,” “appear,” “project,” “estimate,” “intend,” and words of a similar nature. These statements are not guarantees of future performance and reflect management’s current views with respect to future events, which are subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied in these statements. Factors which could cause actual results to differ include but are not limited to: (i) the level of our indebtedness and increases in interest rates; (ii) industry conditions, including but not limited to changes in the cost or availability of raw materials, energy and transportation costs, competition we face, cyclicality and changes in consumer preferences, demand and pricing for our products; (iii) global economic conditions and political changes, including but not limited to the impairment of financial institutions, changes in currency exchange rates, credit ratings issued by recognized credit rating organizations, the amount of our future pension funding obligation, changes in tax laws and pension and health care costs; (iv) unanticipated expenditures related to the cost of compliance with existing and new environmental and other governmental regulations and to actual or potential litigation; (v) whether we experience a material disruption at one of our manufacturing facilities; (vi) risks inherent in conducting business through a joint venture; (vii) our ability to achieve the benefits we expect from all strategic acquisitions, divestitures and restructurings; and (viii) other factors you can find in our press releases and filings with the Securities and Exchange Commission, including the risk factors identified in Item 1A (“Risk Factors”) of Part I of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2013 . We undertake no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise. All financial information and statistical measures regarding our 50/50 Ilim joint venture in Russia (“Ilim”), other than historical International Paper Equity Earnings and dividends received by International Paper, have been prepared by the management of Ilim. Ilim management has indicated that the financial information was prepared in accordance with International Financial Reporting Standards and extracted from Ilim’s financial statements, but International Paper has not verified or audited any of this information. Any projected financial information and statistical measures reflect the current views of Ilim management and are subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such projections.

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Information relating to quantitative and qualitative disclosures about market risk is shown on pages 43 and 44 of International Paper’s 2013 Form 10-K, which information is incorporated herein by reference. There have been no material changes in the Company’s exposure to market risk since December 31, 2013 .

Evaluation of Disclosure Controls and Procedures:

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Securities Exchange Act of 1934, as amended (Exchange Act), is recorded, processed, summarized and reported (and accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure) within the time periods specified in the Securities and Exchange Commission’s rules and forms. As of the end of the period covered by this report, we conducted an evaluation, under the supervision and with the participation of our management, including the Chief Executive Officer and Chief Financial Officer, of the effectiveness of our disclosure controls and procedures pursuant to Rules 13a-15 and 15d-15 of the Exchange Act. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures were effective as of September 30, 2014 (the end of the period covered by this report).

Changes in Internal Control over Financial Reporting:

There have been no changes in our internal control over financial reporting during the quarter ended September 30, 2014 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

During the first quarter of 2013, the Company completed the acquisitions of Olmuksan and Orsa IP. Integration activities, including a preliminary assessment of internal controls over financial reporting, are currently in process. The initial annual assessment of internal controls over financial reporting for Olmuksan and Orsa IP will be conducted over the course of our 2014 assessment cycle.

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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARK ET RISK

ITEM 4. CONTROLS AND PROCEDURES

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PART II. OTHER INFORMATION

A discussion of material developments in the Company’s litigation matters occurring in the period covered by this report is found in Note 12 to the financial statements in this Form 10-Q.

There have been no material changes from the risk factors disclosed in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2013 in response to Part I, Item 1A of Form 10-K.

PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS.

45

ITEM 1. LEGAL PROCEEDINGS

ITEM 1A. RISK FACTORS

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Period Total Number of Shares

Purchased (a) Average Price Paid per

Share

Total Number of Shares Purchased as Part of a

Publicly Announced Plan or Program

Maximum Number (or Approximate Dollar

Value) of Shares that May Yet Be Purchased Under the Plans or Programs (in

billions)

July 1, 2014 - July 31, 2014 1,051,954 $49.05 1,040,709 $1.88

August 1, 2014 - August 31, 2014 2,436,421 47.65 2,440,241 1.76

September 1, 2014 - September 30, 2014 788,428 48.63 785,579 1.73

Total 4,276,803

(a) 10,275 shares were acquired from employees from share withholdings to pay income taxes under the Company's restricted stock programs. The remainder were purchased under the Company's $3 billion Share Repurchase Program.

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ITEM 6. EXHIBITS

10.1

Five-Year Credit Agreement dated as of August 5, 2014, among International Paper Company, JPMorgan Chase Bank, N.A., individually and as administrative agent, and certain lenders.

11 Statement of Computation of Per Share Earnings.

12 Computation of Ratio of Earnings to Fixed Charges and Preferred Stock Dividends.

31.1 Certification of principal executive officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2 Certification of principal financial officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32 Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS XBRL Instance Document.

101.SCH XBRL Taxonomy Extension Schema.

101.CAL XBRL Taxonomy Extension Calculation Linkbase.

101.DEF XBRL Taxonomy Extension Definition Linkbase.

101.LAB XBRL Taxonomy Extension Label Linkbase.

101.PRE XBRL Extension Presentation Linkbase.

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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.

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INTERNATIONAL PAPER COMPANY (Registrant)

November 6, 2014 By /s/ Carol L. Roberts

Carol L. Roberts

Senior Vice President and Chief Financial Officer

November 6, 2014 By /s/ Terri L. Herrington

Terri L. Herrington

Vice President – Finance and Controller

Exhibit 10.1

5-YEAR CREDIT AGREEMENT

dated as of

August 5, 2014

Between


The LENDERS Party Hereto

and

JPMORGAN CHASE BANK, N.A. as Administrative Agent

------------------

CITIBANK, N.A. as Syndication Agent

------------------

J.P. MORGAN SECURITIES LLC and CITIGROUP GLOBAL MARKETS INC. as Joint Lead Arrangers and Joint Bookrunners

$1,500,000,000

ACTIVE 201234646v.8

TABLE OF CONTENTS

Page

ARTICLE I DEFINITIONS 1

SECTION 1.01 Defined Terms 1 SECTION 1.02 Classification of Loans and Borrowings 17 SECTION 1.03 Terms Generally 18 SECTION 1.04 Accounting Terms and Determinations 18 SECTION 1.05 Currencies; Currency Equivalents 19

ARTICLE II THE CREDITS 19

SECTION 2.01 The Commitments; Borrowings by Approved Borrowers 19 SECTION 2.02 Loans and Borrowings 20 SECTION 2.03 Requests for Syndicated Borrowings 21 SECTION 2.04 Competitive Bid Procedure 21 SECTION 2.05 Funding of Borrowings 24 SECTION 2.06 Interest Elections 24 SECTION 2.07 Changes of Commitments 25 SECTION 2.08 Repayment of Loans; Evidence of Debt 26 SECTION 2.09 Prepayment of Loans 27 SECTION 2.10 Fees 28 SECTION 2.11 Interest 28 SECTION 2.12 Alternate Rate of Interest 29 SECTION 2.13 Increased Costs 30 SECTION 2.14 Break Funding Payments 31 SECTION 2.15 U.S. Taxes 32 SECTION 2.16 Foreign Taxes 33 SECTION 2.17 Payments Generally; Pro Rata Treatment; Sharing of Set-offs 34 SECTION 2.18 Mitigation Obligations; Replacement of Lenders 36 SECTION 2.19 Expansion Option 36 SECTION 2.20 Defaulting Lenders 37 SECTION 2.21 Extension of Commitment Termination Date 38

ARTICLE III REPRESENTATIONS AND WARRANTIES 41

SECTION 3.01 Corporate Existence 41 SECTION 3.02 Financial Condition 41 SECTION 3.03 Litigation 41 SECTION 3.04 No Breach 41 SECTION 3.05 Corporate Action of the Obligors 42 SECTION 3.06 Approvals 42 SECTION 3.07 Use of Loans 42 SECTION 3.08 ERISA 42 SECTION 3.09 Taxes 42 SECTION 3.10 Investment Company Act 42 SECTION 3.11 Credit Agreements 42 SECTION 3.12 Hazardous Materials and Environmental Matters 42 SECTION 3.13 Full Disclosure 43

2

SECTION 3.14 Anti-Terrorism Laws and Sanctions 44 SECTION 3.15 Existence of Approved Borrowers 44 SECTION 3.16 No Breach 44 SECTION 3.17 Corporate Action 44 SECTION 3.18 Approvals 44 SECTION 3.19 Taxes on Payments of Approved Borrowers 44

ARTICLE IV GUARANTEE 45

SECTION 4.01 Guarantee 45 SECTION 4.02 Obligations Unconditional 45 SECTION 4.03 Reinstatement 46 SECTION 4.04 Subrogation 46 SECTION 4.05 Remedies 46 SECTION 4.06 Continuing Guarantee 46

ARTICLE V CONDITIONS 47

SECTION 5.01 Effective Date 47 SECTION 5.02 Initial Loan to any Approved Borrower 48 SECTION 5.03 Each Credit Event 48

ARTICLE VI COVENANTS OF THE COMPANY 48

SECTION 6.01 Financial Statements 49 SECTION 6.02 Litigation 50 SECTION 6.03 Corporate Existence, Etc. 50 SECTION 6.04 Insurance 51 SECTION 6.05 Use of Proceeds 51 SECTION 6.06 Prohibition of Fundamental Changes 51 SECTION 6.07 Limitation on Liens 52 SECTION 6.08 Total Debt to Total Capital Ratio 53 SECTION 6.09 Minimum Consolidated Net Worth 53

ARTICLE VII EVENTS OF DEFAULT 53

ARTICLE VIII THE ADMINISTRATIVE AGENT 56

ARTICLE IX MISCELLANEOUS 58

SECTION 9.01 Notices 58 SECTION 9.02 Waivers; Amendments 60 SECTION 9.03 Expenses; Indemnity; Damage Waiver 61 SECTION 9.04 Successors and Assigns 62 SECTION 9.05 Survival 65 SECTION 9.06 Counterparts; Integration; Effectiveness 66 SECTION 9.07 Severability 66 SECTION 9.08 Right of Setoff 66 SECTION 9.09 Governing Law; Jurisdiction; Etc. 66 SECTION 9.10 Waiver Of Jury Trial 67 SECTION 9.11 Headings 67 SECTION 9.12 Treatment of Certain Information; Confidentiality 67

3

SECTION 9.13 European Monetary Union 68 SECTION 9.14 Judgment Currency 70 SECTION 9.15 USA PATRIOT Act 70 SECTION 9.16 Interest Rate Limitation 71

SCHEDULE I – SCHEDULE II – SCHEDULE III – SCHEDULE IV –

Commitments Material Agreements Approved Borrowers Existing Liens

EXHIBIT A – EXHIBIT B – EXHIBIT C – EXHIBIT D-1 – EXHIBIT D-2 – EXHIBIT E – EXHIBIT F –

Form of Assignment and Assumption [Reserved] Form of Officer’s Certificate Form of Designation Letter Form of Termination Letter Form of Increasing Lender Supplement Form of Augmenting Lender Supplement

5-YEAR CREDIT AGREEMENT (this “Agreement”), dated as of August 5, 2014, between INTERNATIONAL PAPER COMPANY, the LENDERS party hereto, and JPMORGAN CHASE BANK, N.A., as Administrative Agent.

The Company has requested that the Lenders (as hereinafter defined) make loans to the Company and to Approved Borrowers (as so defined) in an aggregate principal amount not exceeding $1,500,000,000 at any one time outstanding. The Lenders are prepared to make such loans upon the terms and conditions hereof, and, accordingly, the parties hereto agree as follows:

Article I

DEFINITIONS

SECTION 1.01 Defined Terms . As used in this Agreement, the following terms have the meanings specified below:

“ 2011 Credit Agreement ” means the 5-Year Credit Agreement dated as of August 26, 2011 between the Company, each of the lenders party thereto and JPMCB, as Administrative Agent.

“ ABR ”, when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans constituting such Borrowing, are denominated in Dollars and bearing interest at a rate determined by reference to the Alternate Base Rate.

“ Adjusted Eurocurrency Rate ” means, for the Interest Period for any Eurocurrency Borrowing, an interest rate per annum (rounded upwards, if necessary, to the next 1/16 of 1%) equal to (a) the Eurocurrency Rate for such Interest Period multiplied by (b) the Statutory Reserve Rate for such Interest Period.

“ Administrative Agent ” means JPMCB, in its capacity as Administrative Agent for the Lenders hereunder and any successor pursuant to Article VIII.

“ Administrative Agent’s Account ” means, for each Currency, an account in respect of such Currency designated by the Administrative Agent in a notice to the Company and the Lenders.

“ Administrative Questionnaire ” means an Administrative Questionnaire in a form supplied by the Administrative Agent.

“ Affiliate ” means, with respect to a specified Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified.

“ Agent Party ” has the meaning assigned to such term in Section 9.01(b).

“ Agreement ” has the meaning set forth in the introductory section.

“ Alternate Base Rate ” means, for any day, a fluctuating interest rate per annum in effect from time to time, which rate per annum shall at all times be equal to the highest of (a) the rate of interest announced publicly by the Administrative Agent in New York, New York, from time to time, as the Administrative Agent’s prime rate on such day, (b) 0.50% per annum above the Federal Funds Effective Rate in effect on such day and (c) 1% per annum above the Adjusted Eurocurrency Rate for a one month Interest Period in Dollars on such day (or if such day is not a Business Day, the immediately preceding Business Day); provided that, for the avoidance of doubt, the Adjusted Eurocurrency Rate for any day shall be based on the rate

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appearing on Reuters Screen LIBOR01 Page (or on any successor or substitute page of such page) or, if such service is not available, by any other generally recognized financial information service, as of 11:00 a.m. (London time) on such day. Each change in any interest rate provided for herein based upon the Alternate Base Rate resulting from a change in the Alternate Base Rate shall take effect at the time of such change in the Alternate Base Rate.

“ Applicable Lender ” has the meaning assigned to such term in Section 2.01(b).

“ Applicable Percentage ” means, with respect to any Lender, the percentage of the total Commitments represented by such Lender’s Commitment. If the Commitments have terminated or expired, the Applicable Percentages shall be determined based upon the Commitments most recently in effect, giving effect to any assignments.

“ Applicable Rate ” means, for any day, with respect to the facility fees payable hereunder, or with respect to any Syndicated Loan, as the case may be, the applicable rate per annum set forth below under the caption “Facility Fee” or “Eurocurrency Margin” and/or “ABR Margin”, respectively, based upon the long-term debt ratings by Moody’s and S&P, respectively, applicable on such date to the Index Debt:

For purposes of the foregoing, (i) if either Moody’s or S&P shall not have in effect a rating for the Index Debt (other than

by reason of the circumstances referred to in the last sentence of this definition), then such rating agency shall be deemed to have established a rating in the lowest category in the schedule above; (ii) if the ratings established or deemed to have been established by Moody’s and S&P for the Index Debt shall fall within different categories in the schedule above, the Applicable Rate shall be based on the higher of the two ratings; unless one of the two ratings is two or more categories lower than the other, in which case the Applicable Rate shall be determined by reference to the category next below that of the higher of the two ratings; and (iii) if the ratings established or deemed to have been established by Moody’s and S&P for the Index Debt shall be changed (other than as a result of a change in the rating system of Moody’s or S&P), such change shall be effective as of the date on which it is first announced by the applicable rating agency. Each change in the Applicable Rate shall apply during the period commencing on the effective date of such change and ending on the date immediately preceding the effective date of the next such change. If the rating system of Moody’s or S&P shall change, or if either such rating agency shall cease to be in the business of rating corporate debt obligations, the Company (on its own behalf and on behalf of each Approved Borrower) and the Lenders shall negotiate in good faith to amend this definition to reflect such changed rating system or the unavailability of ratings from such rating agency and, pending the effectiveness of any such amendment, the Applicable Rate shall be determined by reference to the rating most recently in effect prior to such change or cessation.

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Senior unsecured non-credit enhanced debt rating

S&P/Moody’s Facility Fee Eurocurrency Margin ABR Margin

A-/A3 or above 10.0 bps 90.0 bps 0 bps

BBB+/Baa1 12.5 bps 100.0 bps 0 bps

BBB/Baa2 15.0 bps 110.0 bps 10.0 bps

BBB-/Baa3 20.0 bps 130.0 bps 30.0 bps

BB+/Ba1 or lower 25.0 bps 150.0 bps 50.0 bps

“ Approved Borrower ” means (i) each of the entities set forth on Schedule III and (ii) any Wholly Owned Consolidated

Subsidiary of the Company as to which a Designation Letter has been delivered to the Administrative Agent and as to which a Termination Letter shall not have been delivered to the Administrative Agent, which Subsidiary has been approved as a borrower hereunder by the Administrative Agent and the Applicable Lenders, all in accordance with Section 2.01(b).

“ Approved Fund ” means any Person (other than a natural person) that is engaged in making, purchasing, holding or investing in bank loans and similar extensions of credit in the ordinary course of its business and that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers or manages a Lender.

“ Assignment and Assumption ” means an assignment and assumption entered into by a Lender and an assignee pursuant to Section 9.04, in substantially the form of Exhibit A .

“ Augmenting Lender ” has the meaning assigned to such term in Section 2.19.

“ Availability Period ” means the period from and including the Effective Date to but excluding the earlier of the Commitment Termination Date and the date of termination of the Commitments.

“ Bankruptcy Code ” means title 11 of the United States Bankruptcy Code entitled “Bankruptcy”, as now and hereafter in effect, or any successor statute.

“ Board ” means the Board of Governors of the Federal Reserve System of the United States of America.

“ Borrowers ” means the Company and each Approved Borrower.

“ Borrowing ” means (a) all ABR Loans made, converted or continued on the same date or (b) all Syndicated Eurocurrency Loans or Competitive Loans of the same Class, Type and Currency that have the same Interest Period (or any single Competitive Loan that does not have the same Interest Period as any other Competitive Loan of the same Type and Currency). For purposes hereof, the date of a Syndicated Borrowing comprising one or more Loans that have been converted or continued shall be the effective date of the most recent conversion or continuation of such Loan or Loans.

“ Borrowing Request ” means a request by a Borrower for a Syndicated Borrowing in accordance with Section 2.03.

“ Business Day ” means any day (a) that is not a Saturday, Sunday or other day on which commercial banks in New York City are authorized or required by law to remain closed, (b) if such day relates to a Competitive Bid Request or Competitive Bid for a Competitive Eurocurrency Loan, or to a borrowing of, a payment or prepayment of principal of or interest on, a continuation or conversion of or into, or the Interest Period for, a Eurocurrency Borrowing, or to a notice by the Company with respect to any such borrowing, payment, prepayment, continuation, conversion, or Interest Period, that is also (i) a day (other than a Saturday or Sunday) on which commercial banks are open for general business in London and (ii) if the applicable Currency is a Foreign Currency (other than Euros) that is also a day on which commercial banks are open for general business in the Principal Financial Center for such Currency and (c) if such day relates to a Competitive Bid Request or Competitive Bid for a Competitive Eurocurrency Loan denominated in Euros, or to a borrowing or continuation of, a payment or prepayment of principal of or interest on, or the Interest Period for, any Borrowing denominated in Euros, or to a notice by the Company with respect to any such borrowing, continuation, payment, prepayment or Interest Period, that is also a Target Operating Day.

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“ Capital Lease Obligations ” means, as to any Person, the obligations of such Person to pay rent or other amounts under a

lease of (or other agreement conveying the right to use) real and/or personal property which obligations are required to be classified and accounted for as a capital lease on a balance sheet of such Person under GAAP (including Statement of Financial Accounting Standards No. 13 of the Financial Accounting Standards Board) and, for purposes of this Agreement, the amount of such obligations shall be the capitalized amount thereof, determined in accordance with GAAP (including such Statement No. 13).

“ Change in Law ” means (a) the adoption of any law, rule, treaty or regulation after the date of this Agreement, (b) any change in any law, rule, treaty or regulation or in the administration, implementation, interpretation or application thereof by any Governmental Authority after the date of this Agreement or (c) compliance by any Lender (or, for purposes of Section 2.13(b), by any lending office of such Lender or by such Lender’s holding company, if any) with any request, rule, guideline, requirement or directive (whether or not having the force of law) of any Governmental Authority made or issued after the date of this Agreement; provided however , that notwithstanding anything herein to the contrary, (i) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines, requirements and directives thereunder, issued in connection therewith or in implementation thereof, and (ii) all requests, rules, guidelines, requirements and directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a “Change in Law”regardless of the date enacted, adopted, issued or implemented.

“ Class ”, when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans constituting such Borrowing, are Syndicated Loans or Competitive Loans.

“ Code ” means the Internal Revenue Code of 1986, as amended from time to time.

“ COF Rate ” has the meaning assigned to such term in Section 2.12(a).

“ Commitment ” means, with respect to each Lender, the commitment of such Lender to make Syndicated Loans hereunder, expressed as an amount representing the maximum aggregate amount of such Lender’s Revolving Credit Exposure hereunder, as such commitment may be (a) reduced from time to time pursuant to Section 2.07, (b) reduced or increased from time to time pursuant to assignments by or to such Lender pursuant to Section 9.04 and (c) increased from time to time pursuant to Section 2.19. The initial amount of each Lender’s Commitment is set forth on Schedule I or in the Assignment and Assumption pursuant to which such Lender shall have assumed its Commitment, as applicable. The initial aggregate amount of the Lenders’Commitments is $1,500,000,000.

“ Commitment Termination Date ” means August 5, 2019 subject to extension (in the case of each Lender consenting thereto) as provided in Section 2.21.

“ Communications ” has the meaning assigned to such term in Section 9.01(b).

“ Company ” means International Paper Company, a New York corporation.

“ Competitive ”, when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans constituting such Borrowing, are made pursuant to Section 2.04.

“ Competitive Bid ” means an offer by a Lender to make a Competitive Loan in accordance with Section 2.04.

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“ Competitive Bid Rate ” means, with respect to any Competitive Bid, the Margin or the Fixed Rate, as applicable, offered

by the Lender making such Competitive Bid.

“ Competitive Bid Request ” means a request by a Borrower for Competitive Bids in accordance with Section 2.04.

“ Competitive Loan ” means any Loan made in accordance with Section 2.04.

“ Consolidated Net Worth ” means, as at any time, the sum of the following for the Company and its Consolidated Subsidiaries determined on a consolidated basis (without duplication) in accordance with GAAP:

provided , however , the foregoing calculation shall not take into account any (i) impairment of goodwill arising under Accounting Standards Codification 350 regardless of whether such impairment arises prior to or after the date hereof and (ii) election to value any Indebtedness or other liabilities at “fair value”, as further described in Section 1.04(a).

“ Consolidated Subsidiary ” means, as to any Person, each Subsidiary of such Person (whether now existing or hereafter created or acquired) the financial statements of which shall be (or should have been) consolidated with the financial statements of such Person in accordance with GAAP.

“ Control ” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise. “Controlling” and “Controlled”have meanings correlative thereto.

“ Currency ” means Dollars or any Foreign Currency.

“ Default ” means any event or condition which constitutes an Event of Default or which upon notice, lapse of time or both would, unless cured or waived, become an Event of Default.

“ Defaulting Lender ” means any Lender, as reasonably determined by the Administrative Agent, that has (a) failed to fund any portion of its Loans within three (3) Business Days of the date required to be funded by it hereunder unless such Lender’s failure to fund such Loan is based on such Lender’s good faith determination that the conditions precedent to funding such Loan under this Agreement have not been satisfied and such Lender has notified the Administrative Agent in writing of such determination, (b) notified the Company, the Administrative Agent or any Lender in writing that it does not intend to comply with any of its funding obligations under this Agreement or has made a public statement to the effect that it does not intend to comply with its funding obligations under (i) this Agreement or (ii) generally under other agreements in which it is obligated to extend credit unless, in the case of this clause (ii), such obligation is the subject of a good faith dispute, (c) failed, within three (3) Business Days after request by the Administrative Agent, to confirm that it will comply with the terms of this Agreement relating to its obligations to fund prospective Loans unless subject to a good faith dispute based on such Lender’s good faith determination that the conditions precedent to funding such Loan under this Agreement have not been satisfied and such Lender

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(a) the amount of capital stock; plus

(b) the amount of surplus and retained earnings (or, in the case of a surplus or retained earnings deficit, minus the amount of such deficit); minus

(c) the cost of treasury shares.

has notified the Administrative Agent in writing of such determination, provided that any such Lender shall cease to be a Defaulting Lender under this clause (c) upon receipt of such confirmation by the Administrative Agent, (d) otherwise failed to pay over to the Administrative Agent or any other Lender any other amount required to be paid by it hereunder within three (3) Business Days of the date when due, unless the subject of a good faith dispute, or (e) (i) become or is insolvent or has a parent company that has become or is insolvent or (ii) become the subject of a bankruptcy or insolvency proceeding, or has had a receiver, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or custodian, appointed for it, or has taken any action in furtherance of, or indicating its consent to, approval of or acquiescence in any such proceeding or appointment or has a parent company that has become the subject of a bankruptcy or insolvency proceeding, or has had a receiver, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or custodian appointed for it, or has taken any action in furtherance of, or indicating its consent to, approval of or acquiescence in any such proceeding or appointment, unless, in the case of any Lender referred to in this clause (e) the Company and the Administrative Agent shall agree in writing that such Lender intends, and has all approvals required to enable it, to continue to perform its obligations as a Lender hereunder; provided , that a Lender shall not become a Defaulting Lender solely as the result of (x) the acquisition or maintenance of an ownership interest in such Lender or a Person controlling such Lender or (y) the exercise of control over a Lender or a Person controlling such Lender, in the case of each of (x) and (y), by a Governmental Authority or an instrumentality thereof.

“ Designation Letter ” has the meaning assigned to such term in Section 2.01(b).

“ Dollar Equivalent ” means, with respect to any Borrowing denominated in any Foreign Currency, the amount of Dollars that would be required to purchase the amount of the Foreign Currency of such Borrowing on the date two Business Days prior to the date of such Borrowing (or, in the case of any determination made under Section 2.09(b) or redenomination under the last sentence of Section 2.17(a), on the date of determination or redenomination therein referred to), based upon the spot selling rate at which the Administrative Agent offers to sell such Foreign Currency for Dollars in the London foreign exchange market at approximately 11:00 a.m., London time, for delivery two Business Days later.

“ Dollars ” or “$” refers to lawful money of the United States of America.

“ Effective Date ” means the date on which the conditions specified in Section 5.01 are satisfied (or waived in accordance with Section 9.02).

“ Electronic System ” means any electronic system, including e-mail, e-fax, Intralinks ® , ClearPar ® and any other Internet or extranet-based site, whether such electronic system is owned, operated or hosted by the Administrative Agent and the Issuing Bank and any of its respective Related Parties or any other Person, providing for access to data protected by passcodes or other security system.

“ Environment ” means ambient air, indoor air, surface water, sediments, groundwater, land surface and subsurface strata, and natural resources such as wetlands, flora and fauna.

“ Environmental Laws ” means the common law and any and all Federal, state, local and foreign statutes, laws, regulations, ordinances, rules, judgments, orders, decrees, or other governmental restrictions relating to pollution or the protection of the Environment or to emissions, discharges, Releases or threatened Releases of Hazardous Materials, or otherwise relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport, or handling of Hazardous Materials.

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“ ERISA ” means the Employee Retirement Income Security Act of 1974, as amended from time to time.

“ ERISA Affiliate ” means any corporation or trade or business which is a member of the same controlled group of corporations (within the meaning of Section 414(b) of the Code) as the Company or is under common control (within the meaning of Section 414(c) of the Code) with the Company.

“ ERISA Event ” means (a) any “reportable event”, as defined in Section 4043(c) of ERISA or the regulations issued thereunder with respect to a Plan (other than an event for which the 30-day notice period is waived); (b) the existence with respect to any Plan of an “accumulated funding deficiency” (as defined in Section 412 of the Code or Section 302 of ERISA), whether or not waived; (c) the filing pursuant to Section 412(d) of the Code or Section 303(d) of ERISA of an application for a waiver of the minimum funding standard with respect to any Plan; (d) the incurrence by the Company or any of its ERISA Affiliates of any liability under Title IV of ERISA with respect to the termination of any Plan; (e) the receipt by the Company or any ERISA Affiliate from the PBGC or a plan administrator of any notice relating to an intention to terminate any Plan or Plans or to appoint a trustee to administer any Plan; (f) the incurrence by the Company or any of its ERISA Affiliates of any liability with respect to the withdrawal or partial withdrawal of the Company or any of its ERISA Affiliates from any Plan or Multiemployer Plan; or (g) the receipt by the Company or any ERISA Affiliate of any notice, or the receipt by any Multiemployer Plan from the Company or any ERISA Affiliate of any notice, concerning the imposition upon the Company or any of its ERISA Affiliates of Withdrawal Liability or a determination that a Multiemployer Plan is, or is expected to be, insolvent or in reorganization, within the meaning of Title IV of ERISA.

“ Eurocurrency ”, when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans constituting such Borrowing, are bearing interest at a rate determined by reference to (a) in the case of a Syndicated Loan or Borrowing, the Adjusted Eurocurrency Rate, or (b) in the case of a Competitive Loan or Borrowing, the Eurocurrency Rate.

“ Eurocurrency Rate ” means, (a) for any Interest Period for any Eurocurrency Borrowing denominated in any LIBOR-Quoted Currency, the LIBOR Screen Rate at the Specified Time on the Quotation Date for such Currency with a maturity comparable to such Interest Period, (b) for any Interest Period for any Eurocurrency Borrowing denominated in Euros, the Eur-IBOR Screen Rate at the Specified Time on the Quotation Date for Euros with a maturity comparable to such Interest Period and (c) for any Interest Period for any Eurocurrency Borrowing denominated in any Non-LIBOR Quoted Currency, the Local Screen Rate at the Specified Time on the Quotation Date for such Currency with a maturity comparable to such Interest Period; provided that, if any Screen Rate shall be less than zero, such rate shall be deemed to be zero for purposes of this Agreement; provided , further , that if a Screen Rate shall not be available at the applicable time for the applicable Interest Period (the “ Impacted Interest Period ”), then the LIBOR Screen Rate, the Eur-IBOR Screen Rate or the Local Screen Rate, as the case may be, for such currency and such Interest Period shall be the Interpolated Rate; provided , further , that, if any Interpolated Rate shall be less than zero, such rate shall be deemed to be zero for purposes of this Agreement. It is understood and agreed that all of the terms and conditions of this definition of “Eurocurrency Rate” shall be subject to Section 2.12.

“ Eur-IBOR Screen Rate ” means, for any Eurocurrency Borrowing denominated in Euros and for any applicable Interest Period, the euro interbank offered rate administered by the European Banking Federation (or any other Person that takes over the administration of such rate) for Euros for a period equal in length to such Interest Period as displayed on page EURIBOR01 of the Reuters screen or, in the event such rate does not appear on such Reuters page, on any successor or substitute page on such screen that

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displays such rate, or on the appropriate page of such other information service that publishes such rate as shall be selected by the Administrative Agent from time to time in its reasonable discretion.

“ Euros ” has the meaning assigned to such term in Section 9.13(a).

“ Event of Default ” has the meaning assigned to such term in Article VII.

“ Exchange Act ” means the Securities Exchange Act of 1934, as amended from time to time.

“ Excluded Taxes ” means, with respect to the Administrative Agent, any Lender or any other recipient of any payment to be made by or on account of any obligation of any Borrower hereunder, (a) income or franchise taxes imposed on (or measured by) its net income by the United States of America, or by the jurisdiction under the laws of which such recipient is organized or in which its principal office is located or, in the case of any Lender, in which its applicable lending office is located, (b) any branch profits taxes imposed by the United States of America or any similar tax imposed by any other jurisdiction in which such Borrower is located, (c) any taxes imposed on a Foreign Lender or the Administrative Agent as a result of such Lender’s or the Administrative Agent’s (in the event the Lender acting as the Administrative Agent is a Foreign Lender) failure to comply with FATCA and (d) in the case of a Foreign Lender (other than an assignee pursuant to a request by the Company under Section 2.18(b)), any withholding tax resulting from any law, rule, regulation or other requirement in effect at the time such Foreign Lender becomes a party to this Agreement or is attributable to such Foreign Lender’s failure or inability to comply with Section 2.15(e), except to the extent that such Foreign Lender’s assignor (if any) was entitled, at the time of assignment, to receive additional amounts from such Borrower with respect to such withholding tax pursuant to Section 2.15(a).

“ Existing Commitment Termination Date ” has the meaning assigned to such term in Section 2.21(a).

“ Extending Lender ” has the meaning assigned to such term in Section 2.21(b).

“ Extension Date ” has the meaning assigned to such term in Section 2.21(e).

“ FATCA ” means Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended or successor version that is substantially comparable and not materially more onerous to comply with), and any current or future regulations or official interpretations thereof and any agreement entered into pursuant to Section 1471(b)(1) of the Code.

“ Federal Funds Effective Rate ” means, for any day, the weighted average (rounded upwards, if necessary, to the next 1/100 of 1%) of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers, as published for such date (or, if such day is not a Business Day, for the next preceding Business Day) by the Federal Reserve Bank of New York, or, if such rate is not so published for any day that is a Business Day, the average (rounded upwards, if necessary, to the next 1/100 of 1%) of the quotations for such day for such transactions received by the Administrative Agent from three Federal funds brokers of recognized standing selected by it.

“ Fixed Rate ” means, with respect to any Competitive Loan (other than a Competitive Eurocurrency Loan), the fixed rate of interest per annum specified by the Lender making such Competitive Loan in its related Competitive Bid.

“ Fixed Rate Loan ” means a Competitive Loan bearing interest at a Fixed Rate.

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“ Foreign Currency ” means at any time any currency other than Dollars.

“ Foreign Currency Equivalent ” means, with respect to any amount in Dollars, the amount of any Foreign Currency that could be purchased with such amount of Dollars using the reciprocal of the foreign exchange rate(s) specified in the definition of the term “Dollar Equivalent”, as determined by the Administrative Agent.

“ Foreign Jurisdiction ” means any jurisdiction other than the United States of America, a State thereof, the District of Columbia or any political subdivision of any of the foregoing.

“ Foreign Lender ” means any Lender that is organized under the laws of a Foreign Jurisdiction.

“ Foreign Taxes ” means, with respect to any Approved Borrower organized under a Foreign Jurisdiction, all present and future income, stamp, registration and other taxes and levies, imposts, deductions, charges, compulsory loans and withholdings whatsoever, and all interest, penalties or similar amounts with respect thereto, now or hereafter imposed, assessed, levied or collected by such Foreign Jurisdiction, or any political subdivision or taxing authority thereof or therein, or by any federal or other association of or with which such Foreign Jurisdiction may be a member or associated, on or in respect of this Agreement, the Loans made to such Approved Borrower, the recording, registration, notarization or other formalization of any thereof, the enforcement thereof or the introduction thereof in any judicial proceedings, or on or in respect of any payments of principal, interest, premiums, charges, fees or other amounts made on, under or in respect of any thereof, excluding, however income taxes imposed upon the overall net income of any Lender organized under the laws of such Foreign Jurisdiction and having an applicable lending office in such Foreign Jurisdiction.

“ GAAP ” means generally accepted accounting principles applied on a basis consistent with those which, in accordance with Section 1.04, are to be used in making the calculations for purposes of determining compliance with the terms of this Agreement.

“ Governmental Authority ” means the government of the United States of America, any other nation or any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government and any group or body charged with setting financial accounting or regulatory capital rules or standards (including, without limitation, the Financial Accounting Standards Board, the Bank for International Settlements or the Basel Committee on Banking Supervision or any successor or similar authority to any of the foregoing).

“ Guarantee ” means a guarantee, an endorsement, a contingent agreement to purchase or to furnish funds for the payment or maintenance of, or otherwise to be or become contingently liable under or with respect to, the Indebtedness, other obligations, net worth, working capital or earnings of any Person, or a guarantee of the payment of dividends or other distributions upon the stock of any corporation, or an agreement to purchase, sell or lease (as lessee or lessor) property, products, materials, supplies or services primarily for the purpose of enabling a debtor to make payment of his, her or its obligations or an agreement to assure a creditor against loss, and including causing a bank to open a letter of credit for the benefit of another Person, but excluding endorsements for collection or deposit in the ordinary course of business. The terms “Guarantee” and “Guaranteed” used as a verb shall have a correlative meaning.

“ Guaranteed Obligations ” has the meaning assigned to such term in Section 4.01.

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“ Hazardous Materials ” means any materials, substances, chemicals, wastes, constituents, compounds, pollutants, or

contaminants, in any form, including crude oil, petroleum or petroleum distillates, asbestos, or asbestos-containing materials, regulated, or which can give rise to liability, under any Environmental Law.

“ Impacted Interest Period ” has the meaning assigned to such term in the definition of “Eurocurrency Rate”.

“ Increasing Lender ” has the meaning assigned to such term in Section 2.19.

“ Indebtedness ” means, as to any Person: (a) indebtedness created, issued or incurred by such Person for borrowed money (whether by loan or the issuance and sale of debt securities); (b) obligations of such Person to pay the deferred purchase or acquisition price of property or services, other than trade accounts payable (other than for borrowed money) arising, and accrued expenses incurred, in the ordinary course of business so long as such trade accounts payable are payable within 90 days of the date the respective goods are delivered or the respective services are rendered; (c) indebtedness of others secured by a Lien on the property of such Person, whether or not the respective indebtedness so secured has been assumed by such Person; (d) obligations of such Person in respect of letters of credit or similar instruments issued or accepted by banks and other financial institutions for the account of such Person; (e) Capital Lease Obligations of such Person; and (f) Indebtedness of others Guaranteed by such Person. Notwithstanding anything herein to the contrary, and solely for purposes of calculating the Total Debt to Total Capital Ratio set forth in Section 6.08, “Indebtedness” shall exclude all Nonrecourse Financial Liabilities of Special Purpose Entities as defined in the Company’s financial statements delivered pursuant to Section 6.01.

“ Indemnified Taxes ” means Taxes, other than Excluded Taxes, imposed on any payment made by or on account of any Borrower hereunder.

“ Indemnitee ” has the meaning assigned to such term in Section 9.03.

“ Index Debt ” means senior, unsecured, long-term debt securities that is not guaranteed by any other Person or subject to any other credit enhancement.

“ Ineligible Institution ” means (a) a natural person, (b) a Defaulting Lender, (c) the Company, any of its Subsidiaries or any of its Affiliates, or (d) a company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural person or relative(s) thereof.

“ Information ” has the meaning assigned to such term in Section 9.12.

“ Interest Election Request ” means a request by a Borrower to convert or continue a Syndicated Borrowing in accordance with Section 2.06.

“ Interest Payment Date ” means the Commitment Termination Date and (a) with respect to any ABR Loan, each Quarterly Date, (b) with respect to any Eurocurrency Loan, the last day of each Interest Period therefor and, in the case of any Interest Period for a Eurocurrency Loan that is more than three months long, each day prior to the last day of such Interest Period that occurs at intervals of three months after the first day of such Interest Period and (c) with respect to any Fixed Rate Loan, the last day of the Interest Period therefor and, in the case of any Interest Period for a Fixed Rate Loan that is more than 90 days long (unless otherwise specified in the applicable Competitive Bid Request), each day prior to the last day of such Interest Period that occurs at intervals of 90 days after the first day of such Interest Period, and any other dates that are specified in the applicable Competitive Bid Request as Interest Payment Dates with respect to such Loan.

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“ Interest Period ” means:

provided , that (i) if any Interest Period would end on a day other than a Business Day, such Interest Period shall be extended to the next succeeding Business Day unless, in the case of a Eurocurrency Borrowing only, such next succeeding Business Day would fall in the next calendar month, in which case such Interest Period shall end on the next preceding Business Day, and (ii) any Interest Period pertaining to a Eurocurrency Borrowing (other than an Interest Period pertaining to a Eurocurrency Borrowing denominated in a Foreign Currency that ends on the Commitment Termination Date that is permitted to be of less than one month’s duration as provided in this definition) that commences on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the last calendar month of such Interest Period) shall end on the last Business Day of the last calendar month of such Interest Period. For purposes hereof, the date of a Loan initially shall be the date on which such Loan is made and, in the case of a Syndicated Loan, thereafter shall be the effective date of the most recent conversion or continuation of such Loan.

“ Interpolated Rate ” means, at any time, the rate per annum determined in good faith by the Administrative Agent (which determination shall be conclusive and binding absent manifest error) to be equal to the rate that results from interpolating on a linear basis between: (a) the applicable Screen Rate for the longest period (for which the applicable Screen Rate is available for the applicable currency) that is shorter than the Impacted Interest Period and (b) the applicable Screen Rate for the shortest period (for which the applicable Screen Rate is available for the applicable currency) that exceeds the Impacted Interest Period, in each case, at such time.

“ IPISA ” means International Paper Investments S.A., a French corporation.

“ JPMCB ” means JPMorgan Chase Bank, N.A.

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(a) for any Borrowing (other than an ABR Borrowing), the Interest Period of the Loan or Loans constituting such Borrowing;

(b) for any Syndicated Eurocurrency Loan, the period commencing on the date of such Loan and ending on the numerically corresponding day in the calendar month that is one, two, three or six months thereafter or, with respect to such portion of any Syndicated Eurocurrency Loan denominated in Euros that is scheduled to be repaid on the Commitment Termination Date, a period of less than one month’s duration commencing on the date of such Loan and ending on the Commitment Termination Date, as specified in the applicable Borrowing Request or Interest Election Request;

(c) for any Competitive Eurocurrency Loan, the period commencing on the date of such Loan and ending on the numerically corresponding day in the calendar month that is one, two, three or six months thereafter (provided that in no event shall any such Interest Period end after the Commitment Termination Date) or, with respect to such portion of any Competitive Eurocurrency Loan denominated in a Foreign Currency that is scheduled to be repaid on the Commitment Termination Date, a period of less than one month’s duration commencing on the date of such Loan and ending on the Commitment Termination Date, as specified in the applicable Competitive Bid Request; and

(d) for any Fixed Rate Loan, the period (which shall not be less than 30 days or more than 360 days) commencing on the date of such Loan and ending on the date specified in the applicable Competitive Bid Request (provided that in no event shall any Interest Period for a Fixed Rate Loan end after the Commitment Termination Date);

“ Kwidzyn ” means International Paper - Kwidzyn sp. z o.o., a Polish joint stock company.

“ Kwidzyn Entity ” means (i) Kwidzyn, (ii) Kwidzyn France, as long as it holds no assets other than (A) interests in Kwidzyn, (B) cash and cash equivalents and (C) “political risk” insurance policies with respect to Kwidzyn, and (iii) International Paper Investments (Poland), Inc., a Delaware corporation, as long as it holds no assets other than (A) interests in and contracts with Kwidzyn, (B) unless Kwidzyn France is not then a Kwidzyn Entity, interests in Kwidzyn France and (C) cash and cash equivalents.

“ Kwidzyn France ” means Celouse et Papiers de Pologne, S.A., a French corporation.

“ Lead Arrangers ” means J.P. Morgan Securities Inc. and Citigroup Global Markets Inc., in their capacity as joint lead arrangers and joint bookrunners in respect of the credit facility hereunder.

“ Lender Notice Date ” has the meaning assigned to such term in Section 2.21(b).

“ Lenders ” means the Persons listed on Schedule I and any other Person that shall have become a party hereto pursuant to Section 2.19 or pursuant to an Assignment and Assumption, other than any such Person that ceases to be a party hereto pursuant to an Assignment and Assumption.

“ LIBOR-Quoted Currency ” means any Currency (other than Euros) for which a LIBOR Screen Rate is available.

“ LIBOR Screen Rate ” means, for any Eurocurrency Borrowing denominated in any Currency (other than Euros) and for any applicable Interest Period, the London interbank offered rate administered by the ICE Benchmark Administration (or any other Person that takes over the administration of such rate) for such Currency for a period equal in length to such Interest Period as displayed on pages LIBOR01 or LIBOR02 of the Reuters screen or, in the event any such rate does not appear on such Reuters pages, on any successor or substitute page on such screen that displays such rate, or on the appropriate page of such other information service that publishes such rate as shall be selected by the Administrative Agent from time to time in its reasonable discretion.

“ Lien ” means, with respect to any asset, any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of such asset. For purposes of this Agreement, the Company or any of its Subsidiaries shall be deemed to own subject to a Lien any asset which it has acquired or holds subject to the interest of a vendor or lessor under any conditional sale agreement, capital lease or other title retention agreement relating to such asset.

“ Loans ” means the loans made by the Lenders to the Borrowers pursuant to this Agreement.

“ Local Screen Rate ” means, for any Eurocurrency Borrowing denominated in a Non-LIBOR Quoted Currency and for any applicable Interest Period, the rate for such Currency for a period equal in length to such Interest Period as displayed on any page or screen of any information service that publishes such rate as selected by the Administrative Agent from time to time in its reasonable discretion.

“ Local Time ” means, with respect to any Loan denominated in or any payment to be made in any Currency, the local time in the Principal Financial Center for the Currency in which such Loan is denominated or such payment is to be made.

“ Margin ” means, with respect to any Competitive Loan bearing interest at a rate based on the Eurocurrency Rate, the marginal rate of interest, if any, to be added to or subtracted from the Eurocurrency

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Rate to determine the rate of interest applicable to such Loan, as specified by the Lender making such Loan in its related Competitive Bid.

“ Margin Stock ” means margin stock within the meaning of Regulations U and X.

“ Material Adverse Effect ” means a material adverse change in, or material adverse effect on, the business, results of operations or financial condition of the Company and its Subsidiaries, taken as a whole.

“ Material Subsidiary ” means any Subsidiary of the Company (i) which, as of the most recent fiscal quarter of the Company, for the period of four consecutive fiscal quarters then ended, for which financial statements have been delivered pursuant to Section 6.01 (or, if prior to the date of the delivery of the first financial statements to be delivered pursuant to Section 6.01(a) or (b), the most recent financial statements referred to in Section 3.02), contributed greater than ten percent (10%) of consolidated revenues for such period or (ii) which contributed greater than ten percent (10%) of Total Assets as of such date; provided that, if the aggregate amount of consolidated revenues or Total Assets attributable to all Subsidiaries that are not Material Subsidiaries exceeds fifteen percent (15%) of consolidated revenues for any such period or fifteen percent (15%) of Total Assets as of the end of any such fiscal quarter, the Company (or, in the event the Company has failed to do so within ten days after delivery of the most recent financial statements pursuant to Section 6.01, the Administrative Agent) shall designate sufficient Subsidiaries as “Material Subsidiaries” to eliminate such excess, and such designated Subsidiaries shall for all purposes of this Agreement constitute Material Subsidiaries.

“ Maturity Date ” means the Commitment Termination Date (and if such date is not a Business Day, then the next preceding Business Day).

“ MNPI ” has the meaning assigned to such term in Section 9.01(c).

“ Moody’s ” means Moody’s Investors Service, Inc.

“ Multiemployer Plan ” means a multiemployer plan defined as such in Section 3(37) of ERISA to which contributions have been made by the Company or any ERISA Affiliate and which is covered by Title IV of ERISA.

“ Non-Extending Lender ” has the meaning assigned to such term in Section 2.21(b).

“ Non-LIBOR Quoted Currency ” means any Currency other than a LIBOR-Quoted Currency and Euros.

“ Notice ” has the meaning assigned to such term in Section 9.01(a).

“ Obligors ” means the Borrowers.

“ Other Taxes ” means any and all present or future stamp or documentary taxes or any other excise or property taxes, charges or similar levies arising from any payment made hereunder or from the execution, delivery or enforcement of, or otherwise with respect to, this Agreement.

“ Participant ” has the meaning assigned to such term in Section 9.04(c).

“ Participant Register ” has the meaning assigned to such term in 9.04(c)(ii).

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“ Patriot Act ” means the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)).

“ PBGC ” means the Pension Benefit Guaranty Corporation or any entity succeeding to any or all of its functions under ERISA.

“ Permits ” has the meaning assigned to such term in Section 3.12(a).

“ Person ” means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental Authority or other entity.

“ Plan ” means any employee benefit or other plan established or maintained by the Company or any ERISA Affiliate and which is covered by Title IV of ERISA, other than a Multiemployer Plan.

“ Platform ” has the meaning assigned to such term in Section 9.01(b).

“ Principal Financial Center ” means, in the case of any Currency, the principal financial center where such Currency is cleared and settled, as determined by the Administrative Agent.

“ Private Sider Communications ” has the meaning assigned to such term in Section 9.01(c).

“ Private Siders ” has the meaning assigned to such term in Section 9.01(c).

“ Project Indebtedness ” means (i) Indebtedness of any Kwidzyn Entity or (ii) Indebtedness of the Company, IPISA or International Paper S.A., a French corporation, that constitutes Indebtedness of such Person due solely to the pledge, on a non-recourse basis, by such Person of Indebtedness or capital stock of any Kwidzyn Entity held by such Person to secure Indebtedness of any Kwidzyn Entity to any other Person or Persons or (iii) Indebtedness of the Company or any Subsidiary incurred to finance the acquisition, construction or development of Project Assets (as defined in Section 6.07(h)); provided in the case of this clause (iii) that (x) such Indebtedness is non-recourse to any other assets and (y) the aggregate principal amount of such Indebtedness may at no time exceed $200,000,000.

“ Public Siders ” has the meaning assigned to such term in Section 9.01(c).

“ Quarterly Dates ” means the last Business Day of March, June, September and December in each year, the first of which shall be the first such day after the date hereof.

“ Quotation Date ” means, for the Interest Period for any Eurocurrency Borrowing denominated in any Currency, (i) if the Currency is English Pounds Sterling, the first day of such Interest Period, (ii) if the currency is Euros, the day that is two (2) Target Operating Days before the first day of such Interest Period, and (iii) for any other Currency, two (2) Business Days prior to the commencement of such Interest Period; provided that, in each case, if market practice differs in the relevant interbank market where the Eurocurrency Rate is to be determined for any Currency, the “Quotation Date” for such Currency shall be determined by the Administrative Agent in accordance with market practice in the relevant interbank market (and if quotations would normally be given in accordance with such market practice on more than one day, then the “Quotation Date” shall be the last of such days).

“ Reference Bank Rate ” means the arithmetic mean of the rates (rounded upwards to four decimal places) supplied to the Administrative Agent at its request by the Reference Banks (as the case may be) as of the applicable time on the Quotation Date for Loans in the applicable Currency and the applicable Interest

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Period as the rate at which the relevant Reference Bank could borrow funds in the London (or other applicable) interbank market in such Currency and for such Interest Period, were it to do so by asking for and then accepting interbank offers in reasonable market size in that Currency and for that Interest Period.

“ Reference Banks ” means JPMorgan Chase Bank, N.A., Citibank, N.A. and such other banks as may be appointed by the Administrative Agent and reasonably acceptable the Company and as agreed to by such bank.

“ Register ” has the meaning assigned to such term in Section 9.04(b).

“ Regulations D, U and X ” means, respectively, Regulations D, U and X of the Board of Governors of the Federal Reserve System (or any successor), as the same may be amended or supplemented from time to time.

“ Related Parties ” means, with respect to any specified Person, such Person’s Affiliates and the respective directors, officers, employees, agents and advisors of such Person and such Person’s Affiliates.

“ Release ” means any release, spill, emission, leaking, dumping, injection, pouring, deposit, disposal, discharge, dispersal, leaching or migration into or through the Environment, or from, into or through any building or structure.

“ Required Lenders ” means, at any time, Lenders having Revolving Credit Exposures and unused Commitments representing more than 50% of the sum of the total Revolving Credit Exposures and unused Commitments at such time ( provided that, and for all purposes after the Loans become due and payable pursuant to Article VII or the Commitments expire or terminate, the outstanding Competitive Loans of the Lenders shall be included in their respective Revolving Credit Exposures in determining the Required Lenders).

“ Requirements of Law ” means, collectively, any and all requirements of any Governmental Authority including any and all laws, judgments, orders, decrees, ordinances, rules, regulations, statutes or case law.

“ Revolving Credit Exposure ” means, with respect to any Lender at any time, the aggregate outstanding principal amount of such Lender’s Syndicated Loans at such time.

“ S&P ” means Standard & Poor’s Ratings Services, a Division of The McGraw-Hill Companies, Inc.

“ Screen Rate ” means, collectively, the LIBOR Screen Rate, the Eur-IBOR Screen Rate and the Local Screen Rate.

“ Specified Time ” means, for the Interest Period for any Eurocurrency Borrowing denominated in any Currency, (a) for all Currencies other than Dollars, English Pounds Sterling or Euros, approximately 11:00 a.m., Local Time, on the relevant Quotation Date, (b) for Dollars, approximately 11:00 a.m., New York City time, on the relevant Quotation Date, (c) for English Pounds Sterling, approximately 11:00 a.m., London time, on the relevant Quotation Date and (d) for Euros, approximately 11:00 a.m., Brussels time, on the relevant Quotation Date.

“ Statutory Reserve Rate ” means, for the Interest Period for any Eurocurrency Borrowing, a fraction (expressed as a decimal), the numerator of which is the number one and the denominator of which is the number one minus the arithmetic mean, taken over each day in such Interest Period, of the aggregate of the maximum reserve percentages (including any marginal, special, emergency or supplemental reserves)

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expressed as a decimal established by the Board to which the Administrative Agent is subject for eurocurrency funding (currently referred to as “Eurocurrency liabilities” in Regulation D of the Board). Such reserve percentages shall include those imposed pursuant to such Regulation D. Eurocurrency Loans shall be deemed to constitute eurocurrency funding and to be subject to such reserve requirements without benefit of or credit for proration, exemptions or offsets that may be available from time to time to any Lender under such Regulation D or any comparable regulation. The Statutory Reserve Rate shall be adjusted automatically on and as of the effective date of any change in any reserve percentage.

“ Subsidiary ” means, as to any Person, (a) any corporation of which at least a majority of the outstanding shares of stock whose class or classes have by the terms thereof ordinary voting power to elect a majority of the board of directors of such corporation (irrespective of whether or not at the time stock of any other class or classes of such corporation shall have or might have voting power by reason of the happening of any contingency) is at the time directly or indirectly owned or controlled by such Person or one or more Subsidiaries of such Person or by such Person and one or more Subsidiaries of such Person and (b) any partnership or other entity in which such Person and/or one or more Subsidiaries of such Person shall have an ownership or controlling interest (whether in the form of voting or participation in profits or capital contribution) of more than 50%. “ Wholly Owned Subsidiary ” means any Subsidiary of which all of such shares or ownership interests, other than (in the case of a corporation) directors’ qualifying shares, are owned or controlled by such Person and/or one or more Wholly Owned Subsidiaries of such Person.

“ Syndicated Borrowing ” means any Borrowing of a Syndicated Loan.

“ Syndicated Eurocurrency Borrowing ” means any Borrowing of Syndicated Eurocurrency Loans.

“ Syndicated Eurocurrency Loan ” means any Syndicated Loan that is Eurocurrency Loan.

“ Syndicated Loan ” means a Loan made pursuant to Section 2.01.

“ Syndication Agent ” means Citibank, N.A. in its capacity as syndication agent for the credit facility evidenced by this Agreement.

“ Tangible Assets ” means, at any time, Total Assets minus the sum of the items identified in clause (c) of the definition in this Section 1.01 of the term “Tangible Net Worth”.

“ Tangible Net Worth ” means, as at any time, the sum of the following for the Company and its Consolidated Subsidiaries determined on a consolidated basis (without duplication) in accordance with GAAP:

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(a) the amount of capital stock; plus

(b) the amount of surplus and retained earnings (or, in the case of a surplus or retained earnings deficit, minus the amount of such deficit); minus

(c) the sum of the following: cost of treasury shares and the book value of all assets of the Company and its Consolidated Subsidiaries which should be classified as intangibles (without duplication of deductions in respect of items already deducted in arriving at surplus and retained earnings) but in any event including goodwill, research and development costs, trademarks, trade names, copyrights, patents and franchises, unamortized debt discount and expense, and any write-up in the book value of assets resulting from a revaluation thereof

subsequent to December 31, 2003 (other than any write-up, at the time of its acquisition, in the book value of any asset acquired subsequent to December 31, 2003).

“ Target Operating Day ” has the meaning assigned to such term in Section 9.13(a).

“ Taxes ” means any and all present or future taxes, levies, imposts, duties, deductions, charges and similar fees, assessments or withholdings imposed by any Governmental Authority.

“ Termination Letter ” has the meaning assigned to such term in Section 2.01(b).

“ Total Assets ” means, at any time, the total assets of the Company and its Consolidated Subsidiaries at such time determined on a consolidated basis (without duplication) in accordance with GAAP. Notwithstanding anything herein to the contrary, Total Assets shall exclude Financial Assets of Special Purpose Entities as defined in the Company’s financial statements delivered pursuant to Section 6.01 (or, if prior to the date of the delivery of the first financial statements to be delivered pursuant to Section 6.01(a) or (b), the most recent financial statements referred to in Section 3.02).

“ Total Capital ” means, at any date, Consolidated Net Worth plus Total Debt each determined as of such date.

“ Total Debt ” means, at any time, the aggregate outstanding principal amount of all Indebtedness of the Company and its Consolidated Subsidiaries at such time determined on a consolidated basis (without duplication) in accordance with GAAP.

“ Type ”, when used in reference to any Loan or Borrowing, refers to whether the rate of interest on such Loan, or on the Loans constituting such Borrowing, is determined by reference to the Adjusted Eurocurrency Rate, the Alternate Base Rate or, in the case of a Competitive Loan or Borrowing, the Eurocurrency Rate or a Fixed Rate.

“ Wholly Owned Consolidated Subsidiary ” means a Consolidated Subsidiary that is a Wholly Owned Subsidiary of the Company.

“ Wholly Owned Subsidiary ” has the meaning assigned to such term in the definition of “Subsidiary.”

“ Withdrawal Liability ” means liability to a Multiemployer Plan as a result of a complete or partial withdrawal from such Multiemployer Plan, as such terms are defined in Part I of Subtitle E of Title IV of ERISA.

SECTION 1.02 Classification of Loans and Borrowings . For purposes of this Agreement, Loans may be classified and referred to by Class ( e.g. , a “Syndicated Loan”), by Type ( e.g. , a “Eurocurrency Loan”) or by Class and Type ( e.g. , a “Syndicated Eurocurrency Loan”). Borrowings also may be classified and referred to by Class ( e.g. , a “Syndicated Borrowing”), by Type ( e.g. , a “Eurocurrency Borrowing”) or by Class and Type ( e.g. , a “Syndicated Eurocurrency Borrowing”). Loans and Borrowings may also be identified by Currency.

SECTION 1.03 Terms Generally . The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”. The word “will” shall be construed to have the same meaning and effect as the word “shall”. The word “law” shall be construed as referring to

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all statutes, rules, regulations, codes and other laws (including official rulings and interpretations thereunder having the force of law), and all judgments, orders and decrees, of all Governmental Authorities. Unless the context requires otherwise (a) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, restated, supplemented or otherwise modified (subject to any restrictions on such amendments, restatements, supplements or modifications set forth herein), (b) any reference herein to any Person shall be construed to include such Person’s successors and permitted assigns (subject to any restrictions on assignment set forth herein), (c) the words “herein”, “hereof” and “hereunder”, and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (d) all references herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement and (e) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights.

SECTION 1.04 Accounting Terms and Determinations .

(a) Accounting Terms . Except as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time; provided that, if the Company notifies the Administrative Agent that the Company requests an amendment to any provision hereof to eliminate the effect of any change occurring after the date hereof in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Company that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith. Notwithstanding any other provision contained herein, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made (i) without giving effect to any election under Accounting Standards Codification 825-10-25 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of the Company or any of its Subsidiaries at “fair value”, as defined therein, (ii) without giving effect to any treatment of Indebtedness in respect of convertible debt instruments under Accounting Standards Codification 470-20 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any such Indebtedness in a reduced or bifurcated manner as described therein, and such Indebtedness shall at all times be valued at the full stated principal amount thereof, (iii) the accounting for operating leases and capital leases under GAAP as in effect on the date hereof (including, without limitation, Accounting Standards Codification 840) shall apply for the purposes of determining compliance with the provisions of this Agreement, including the definition of Capital Lease Obligations and (iv) the accounting principles with respect to balance sheet offsetting under GAAP as in effect on the date hereof (including, without limitation, Accounting Standards Codification 210) shall apply for purposes of determining compliance with the provisions of this Agreement.

(b) Descriptions of Material Variations . The Company shall deliver to the Lenders at the same time as the delivery of any annual or quarterly financial statement under Section 6.01 a description in reasonable detail of any material variation between the application of accounting principles employed in the preparation of such statement and the application of accounting principles employed in the preparation of the next preceding annual or quarterly financial statements as to which no objection has been made in accordance with the last sentence of paragraph (a) above and reasonable estimates of the difference between such statements arising as a consequence thereof.

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(c) Changes of Fiscal Years . To enable the ready and consistent determination of compliance with the covenants set

forth in Article VI, the Company will not change the last day of its fiscal year from December 31 of each year, or the last days of the first three fiscal quarters in each of its fiscal years from March 31, June 30 and September 30 of each year, respectively, without giving prior notice of such change to each Lender and the Administrative Agent.

SECTION 1.05 Currencies; Currency Equivalents . At any time, any reference in any provision of this Agreement to the Currency of any particular nation means the lawful currency of such nation at such time whether or not the name of such Currency is the same as it was on the date hereof. Except as provided in Section 2.09(b) and the last sentence of Section 2.17(a), for purposes of determining (i) whether the amount of any Borrowing, together with all other Borrowings then outstanding or to be borrowed at the same time as such Borrowing, would exceed the aggregate amount of the Commitments, (ii) the aggregate unutilized amount of the Commitments and (iii) the outstanding aggregate principal amount of Borrowings, the outstanding principal amount of any Borrowing that is denominated in any Foreign Currency shall be deemed to be the Dollar Equivalent of the amount of the Foreign Currency of such Borrowing determined as of the date of such Borrowing (determined in accordance with the last sentence of the definition of the term “Borrowing”). Wherever in this Agreement in connection with a Borrowing or Loan an amount, such as a required minimum or multiple amount, is expressed in Dollars, but such Borrowing or Loan is denominated in a Foreign Currency, such amount shall be the relevant Foreign Currency Equivalent of such Dollar amount (rounded to the nearest 1,000 units of such Foreign Currency).

ARTICLE II

THE CREDITS

SECTION 2.01 The Commitments; Borrowings by Approved Borrowers .

(a) The Commitments . Subject to the terms and conditions set forth herein, each Lender (severally and not jointly) agrees to make Syndicated Loans in Dollars to the Borrowers from time to time during the Availability Period in an aggregate principal amount that will not result in (i) such Lender’s Revolving Credit Exposure exceeding such Lender’s Commitment or (ii) the sum of the total Revolving Credit Exposures plus the aggregate principal amount of outstanding Competitive Loans exceeding the total Commitments. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers may borrow, prepay and reborrow Syndicated Loans.

(b) Borrowings by Approved Borrowers . The Company may, at any time or from time to time during the Availability Period, designate one or more Wholly Owned Consolidated Subsidiaries as Borrowers hereunder by furnishing to the Administrative Agent not less than 10 days prior to the proposed effective date therefor, a letter (a “ Designation Letter ”) in duplicate, substantially in the form of Exhibit D-1 , duly completed and executed by the Company and such Subsidiary. Following the delivery of a Designation Letter pursuant to this Section 2.01(b), the Company shall, promptly upon the request of the Administrative Agent or any Lender, supply such documentation and other evidence as is reasonably requested by the Administrative Agent or any Lender in order for the Administrative Agent or such Lender to carry out and be satisfied it has complied with the results of all necessary “know your customer” or other similar checks under all applicable laws and regulations. Upon approval by the Administrative Agent and the Applicable Lenders (which approval shall not be unreasonably withheld, delayed or conditioned) of such Subsidiary as an Approved Borrower, which approval shall be evidenced by the Administrative Agent and the Applicable Lenders signing and returning to the Company a copy of such Designation Letter, such Subsidiary shall be an Approved Borrower. If the Company shall designate as an Approved Borrower hereunder any Subsidiary not organized under the laws of the United States or any State thereof, any Lender may, with notice to the

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Administrative Agent and the Company, fulfill its Commitment by causing any domestic or foreign branch or Affiliate of such Lender to act as the Lender in respect of such Approved Borrower (and such Lender shall, to the extent of Loans made to such Approved Borrower, be deemed for all purposes hereof to have pro tanto assigned such Loans to such Affiliate in compliance with the provisions of Section 9.04), provided that , such Affiliate is not entitled at the time of designation to any greater payment under Section 2.16 than such Lender. So long as all principal and interest on all Loans of any Approved Borrower and all other amounts payable by such Approved Borrower hereunder have been paid in full, the Company may terminate its status as an Approved Borrower hereunder by furnishing to the Administrative Agent a letter (a “ Termination Letter ”), substantially in the form of Exhibit D-2 , duly completed and executed by the Company and such Approved Borrower. Any Termination Letter furnished in accordance with this Section shall be effective upon receipt by the Administrative Agent. Notwithstanding the foregoing, the delivery of a Termination Letter with respect to any Approved Borrower shall not affect any obligation of such Approved Borrower theretofore incurred. As used herein, “Applicable Lenders” means (i) in the case of Syndicated Borrowings to be made to any proposed Subsidiary, all of the Lenders and (ii) in the case of Competitive Loans to any proposed Subsidiary, any Lender willing to make such Competitive Loans (it being understood that the approval by such Lender of such proposed Subsidiary as an Approved Borrower does not constitute a commitment by such Lender to make Competitive Loans to such Approved Borrower).

SECTION 2.02 Loans and Borrowings .

(a) Obligations of Lenders . Each Syndicated Loan shall be made as part of a Borrowing consisting of Loans of the same Type made by the Lenders ratably in accordance with their respective Commitments. Each Competitive Loan shall be made in accordance with the procedures set forth in Section 2.04. The failure of any Lender to make any Loan required to be made by it shall not relieve any other Lender of its obligations hereunder; provided that the Commitments and Competitive Bids of the Lenders are several and no Lender shall be responsible for the failure of any other Lender to make Loans as required.

(b) Type of Loans . Subject to Section 2.12, (i) each Syndicated Borrowing shall be constituted entirely of ABR Loans or of Eurocurrency Loans denominated in Dollars as the respective Borrower may request in accordance herewith, and (ii) each Competitive Borrowing shall be constituted entirely of Eurocurrency Loans or Fixed Rate Loans denominated in a single Currency as the respective Borrower may request in accordance herewith. Each ABR Loan shall be denominated in Dollars. Each Lender at its option may make any Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided that any exercise of such option shall not affect the obligation of the Borrowers to repay such Loan in accordance with the terms of this Agreement.

(c) Minimum Amounts; Limitation on Number of Borrowings . At the commencement of the Interest Period for any Syndicated Borrowing, such Syndicated Borrowing shall be in an aggregate amount of $15,000,000 or a larger multiple of $1,000,000; provided that an ABR Borrowing may be in an aggregate amount that is equal to the entire unused balance of the total Commitments. Each Competitive Borrowing shall be in an aggregate amount equal to $15,000,000 or a larger multiple of $1,000,000 (or, in either case, the Dollar Equivalent thereof). Borrowings of more than one Class, Currency and Type may be outstanding at the same time; provided that there shall not at any time be more than a total of fifteen Syndicated Eurocurrency Borrowings outstanding.

(d) Limitations on Lengths of Interest Periods . Notwithstanding any other provision of this Agreement, no Borrower shall be entitled to request, or to elect to convert to or continue as a Syndicated Eurocurrency Borrowing, any Borrowing if the Interest Period requested therefor would end after the Maturity Date.

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SECTION 2.03 Requests for Syndicated Borrowings . To request a Syndicated Borrowing, a Borrower shall notify the

Administrative Agent of such request (a) by irrevocable written notice (via a written Borrowing Request in a form approved by the Administrative Agent and signed by the Company (on its own behalf or, as applicable, on behalf of an Approved Borrower), promptly followed by telephonic confirmation of such request) in the case of a Syndicated Eurocurrency Borrowing, not later than 11:00 a.m., Local Time, three (3) Business Days before the date of the proposed Borrowing or (b) by telephone in the case of an ABR Borrowing, not later than 10:00 a.m., New York City time, on the date of the proposed Borrowing. Each such telephonic Borrowing Request shall be irrevocable and shall be confirmed promptly by hand delivery or telecopy to the Administrative Agent of a written Borrowing Request described above and signed by the Company (on its own behalf or, as applicable, on behalf of an Approved Borrower). Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02:

(i) the Borrower and the aggregate amount of the requested Borrowing;

(ii) the date of such Borrowing, which shall be a Business Day;

(iii) whether such Borrowing is to be an ABR Borrowing or a Eurocurrency Borrowing;

(iv) in the case of a Syndicated Eurocurrency Borrowing, the Interest Period therefor, which shall be a period contemplated by the definition of the term “Interest Period” and permitted under Section 2.02(d); and

(v) the location and number of the account to which funds are to be disbursed, which shall comply with the requirements of Section 2.05.

If no election as to the Type of Syndicated Borrowing is specified, then the requested Syndicated Borrowing shall be an ABR Borrowing. If no Interest Period is specified with respect to any requested Syndicated Eurocurrency Borrowing the requested Borrowing shall be made instead as an ABR Borrowing. Promptly following receipt of a Borrowing Request in accordance with this Section, the Administrative Agent shall advise each Lender of the details thereof and of the amount of such Lender’s Loan to be made as part of the requested Borrowing.

SECTION 2.04 Competitive Bid Procedure .

(a) Requests for Bids by the Borrowers . Subject to the terms and conditions set forth herein, from time to time during the Availability Period a Borrower may request Competitive Bids and may (but shall not have any obligation to) accept Competitive Bids and borrow Competitive Loans denominated in Dollars or in any Foreign Currency; provided that the sum of the total Revolving Credit Exposures plus the aggregate principal amount of outstanding Competitive Loans at any time shall not exceed the total Commitments. To request Competitive Bids, a Borrower shall notify the Administrative Agent of such request by telephone, in the case of a Eurocurrency Borrowing, not later than 11:00 a.m., New York City time, four Business Days (or, in the case of a Eurocurrency Borrowing denominated in a Foreign Currency, 11:00 a.m., London time, five Business Days) before the date of the proposed Borrowing and, in the case of a Fixed Rate Borrowing, not later than 10:00 a.m., New York City time (or, in the case of a Fixed Rate Borrowing denominated in a Foreign Currency, 10:00 a.m., London time) two Business Days, before the date of the proposed Borrowing; provided that the Borrowers may in the aggregate submit up to (but not more than) three Competitive Bid Requests on the same day, and a Competitive Bid Request shall not be made within five Business Days after the date of any previous Competitive Bid Request, unless any and all such previous Competitive Bid Requests shall have been withdrawn or all Competitive Bids received in response thereto rejected. Each such telephonic Competitive Bid Request shall be confirmed promptly by

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hand delivery or telecopy to the Administrative Agent of a written Competitive Bid Request in a form approved by the Administrative Agent and signed by the Company (on behalf of itself or, as applicable, an Approved Borrower). Each such telephonic and written Competitive Bid Request shall specify the following information in compliance with Section 2.02:

(i) the Borrower and the aggregate amount and Currency of the requested Borrowing;

(ii) the date of such Borrowing, which shall be a Business Day;

(iii) whether such Borrowing is to be a Eurocurrency Borrowing or a Fixed Rate Borrowing;

(iv) the Interest Period for such Borrowing, which shall be a period contemplated by the definition of the term “Interest Period”;

(v) maturity dates for such Borrowing (being limited to no more than three alternative maturity dates for such Borrowing); and

(vi) the location and number of the account to which funds are to be disbursed, which shall comply with the requirements of Section 2.05.

Promptly following receipt of a Competitive Bid Request in accordance with this Section, the Administrative Agent shall notify the Lenders of the details thereof by telecopy, inviting the Lenders to submit Competitive Bids.

(b) Making of Bids by Lenders . Each Lender may (but shall not have any obligation to) make one or more Competitive Bids in response to a Competitive Bid Request. Each Competitive Bid by a Lender must be in a form approved by the Administrative Agent and must be received by the Administrative Agent by telecopy, in the case of a Competitive Eurocurrency Borrowing, not later than 9:30 a.m., New York City time, three Business Days (or, in the case of a Competitive Eurocurrency Borrowing denominated in a Foreign Currency, 9:30 a.m., London time, four Business Days) before the proposed date of such Competitive Borrowing, and in the case of a Fixed Rate Borrowing, not later than 9:30 a.m., New York City time (or, in the case of a Fixed Rate Borrowing denominated in a Foreign Currency, 9:30 a.m., London time), on the proposed date of such Competitive Borrowing. Competitive Bids that do not conform substantially to the form approved by the Administrative Agent may be rejected by the Administrative Agent, and the Administrative Agent shall notify the applicable Lender of such rejection as promptly as practicable. Each Competitive Bid shall specify (i) the principal amount (which shall be $15,000,000 or a larger multiple of $1,000,000 (or, in either case, the Dollar Equivalent thereof) and which may equal the entire principal amount of the Competitive Borrowing requested by the respective Borrower) of the Competitive Loan or Loans that such Lender is willing to make, (ii) the Competitive Bid Rate or Competitive Bid Rates at which such Lender is prepared to make such Loan or Loans (expressed as a percentage rate per annum in the form of a decimal to no more than four decimal places) and (iii) the Interest Period for each such Loan and the last day thereof.

(c) Notification of Bids by Administrative Agent . The Administrative Agent shall promptly notify the respective Borrower by telecopy of the Competitive Bid Rate and the principal amount specified in each Competitive Bid and the identity of the Lender that shall have made such Competitive Bid.

(d) Acceptance of Bids by the Borrowers . Subject only to the provisions of this paragraph, a Borrower may accept or reject any Competitive Bid. Such Borrower shall notify the Administrative Agent by telephone, confirmed by telecopy in a form approved by the Administrative Agent, whether and to what

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extent such Borrower has decided to accept or reject each Competitive Bid, in the case of a Competitive Eurocurrency Borrowing, not later than 10:30 a.m., New York City time, three Business Days (or, in the case of a Eurocurrency Borrowing denominated in a Foreign Currency, 2:00 p.m., London time, four Business Days) before the date of the proposed Competitive Borrowing, and in the case of a Fixed Rate Borrowing, not later than 10:30 a.m., New York City time (or, in the case of a Fixed Rate Borrowing denominated in a Foreign Currency, 10:30 a.m., London time), on the proposed date of the Competitive Borrowing; provided , that (i) the failure of such Borrower to give such notice shall be deemed to be a rejection of each Competitive Bid, (ii) such Borrower shall not accept a Competitive Bid made at a particular Competitive Bid Rate if such Borrower rejects a Competitive Bid made at a lower Competitive Bid Rate, (iii) the aggregate amount of the Competitive Bids accepted by such Borrower shall not exceed the aggregate amount of the requested Competitive Borrowing specified in the related Competitive Bid Request, (iv) to the extent necessary to comply with clause (iii) of this proviso, such Borrower may accept Competitive Bids at the same Competitive Bid Rate in part, which acceptance, in the case of multiple Competitive Bids at such Competitive Bid Rate, shall be made pro rata in accordance with the amount of each such Competitive Bid, and (v) except pursuant to clause (iv) of this proviso, no Competitive Bid shall be accepted for a Competitive Loan unless such Competitive Loan is in a principal amount of $15,000,000 or a larger multiple of $1,000,000 (or, in either case, the U.S. Dollar Equivalent thereof); provided further that if a Competitive Loan must be in an amount less than $15,000,000 because of the provisions of clause (iv) of the first proviso of this paragraph, such Competitive Loan may be in an amount of $1,000,000 or any multiple thereof, and in calculating the pro rata allocation of acceptances of portions of multiple Competitive Bids at a particular Competitive Bid Rate pursuant to such clause (iv) the amounts shall be rounded to multiples of $1,000,000 in a manner determined by the Company. A notice given by any Borrower pursuant to this paragraph shall be irrevocable.

(e) Notification of Acceptances by the Administrative Agent . The Administrative Agent shall promptly notify each bidding Lender by telecopy whether or not its Competitive Bid has been accepted (and, if so, the amount and Competitive Bid Rate so accepted), and each successful bidder will thereupon become bound, subject to the terms and conditions hereof, to make the Competitive Loan in respect of which its Competitive Bid has been accepted.

(f) Bids by the Administrative Agent . If the Administrative Agent shall elect to submit a Competitive Bid in its capacity as a Lender, it shall submit such Competitive Bid directly to the respective Borrower at least one quarter of an hour earlier than the time by which the other Lenders are required to submit their Competitive Bids to the Administrative Agent pursuant to paragraph (b) of this Section.

(g) Continuing Obligations of Lenders . The extension of any Competitive Loan by any Lender shall not constitute utilization of such Lender’s Commitment hereunder, and such Lender shall remain obligated (as provided in Section 2.17(c)) to make Loans in an amount equal to its pro rata share of the aggregate Commitments under this Agreement, provided that in no event shall the sum of the total Revolving Credit Exposures plus the aggregate principal amount of outstanding Competitive Loans at any time exceed the total Commitments.

SECTION 2.05 Funding of Borrowings .

(a) Funding by Lenders . Each Lender shall make each Loan to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds by 12:00 noon, Local Time, to the account of the Administrative Agent most recently designated by it for such purpose by notice to the Lenders. The Administrative Agent will make such Loans available to the respective Borrower by promptly crediting the amounts so received, in like funds, to an account maintained with the Administrative Agent in New York City and designated by such Borrower in the applicable Borrowing Request or Competitive Bid Request.

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(b) Presumption by the Administrative Agent . Unless the Administrative Agent shall have received notice from a

Lender prior to the proposed time of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s share of such Borrowing, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with paragraph (a) of this Section and may, in reliance upon such assumption, make available to the respective Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable Borrowing available to the Administrative Agent, then the applicable Lender and such Borrower severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount with interest thereon, for each day from and including the date such amount is made available to such Borrower to but excluding the date of payment to the Administrative Agent, at (i) in the case of such Lender, the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation or (ii) in the case of such Borrower, the interest rate applicable to ABR Loans. If such Lender pays such amount to the Administrative Agent, then such amount shall constitute such Lender’s Loan included in such Borrowing.

SECTION 2.06 Interest Elections .

(a) Elections by Borrowers for Syndicated Borrowings . Each Syndicated Borrowing initially shall be of the Type specified in the applicable Borrowing Request and, in the case of a Syndicated Eurocurrency Borrowing, shall have the Interest Period specified in such Borrowing Request. Thereafter, a Borrower may elect to convert such Borrowing to a Borrowing of a different Type or to continue such Borrowing as a Borrowing of the same Type and, in the case of a Syndicated Eurocurrency Borrowing, may elect the Interest Period therefor, all as provided in this Section. A Borrower may elect different options with respect to different portions of the affected Borrowing, in which case each such portion shall be allocated ratably among the Lenders holding the Loans constituting such Borrowing, and the Loans constituting each such portion shall be considered a separate Borrowing. This Section shall not apply to Competitive Borrowings, which may not be converted or continued.

(b) Notice of Elections . To make an election pursuant to this Section, a Borrower shall notify the Administrative Agent of such election by telephone by the time that a Borrowing Request would be required under Section 2.03 if the Company were requesting a Syndicated Borrowing of the Type resulting from such election to be made on the effective date of such election. Each such telephonic Interest Election Request shall be irrevocable and shall be confirmed promptly by hand delivery or telecopy to the Administrative Agent of a written Interest Election Request in a form approved by the Administrative Agent and signed by the Company (on behalf of itself or, as applicable, on behalf of an Approved Borrower). Notwithstanding any contrary provision herein, this Section shall not be construed to permit the Borrower to elect an Interest Period for Eurocurrency Loans that does not comply with Section 2.02(d).

(c) Information in Interest Election Requests . Each telephonic and written Interest Election Request shall specify the following information in compliance with Section 2.02:

(i) the Borrower and the Borrowing to which such Interest Election Request applies and, if different options are being elected with respect to different portions thereof, the portions thereof to be allocated to each resulting Borrowing (in which case the information to be specified pursuant to clauses (iii) and (iv) of this paragraph shall be specified for each resulting Borrowing);

(ii) the effective date of the election made pursuant to such Interest Election Request, which shall be a Business Day;

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(iii) whether the resulting Borrowing is to be an ABR Borrowing or a Eurocurrency Borrowing; and

(iv) if the resulting Borrowing is a Eurocurrency Borrowing, the Interest Period therefor after giving effect to such election, which shall be a period contemplated by the definition of the term “Interest Period” and permitted under Section 2.02(d).

If any such Interest Election Request requests a Eurocurrency Borrowing but does not specify an Interest Period, then the respective Borrower shall be deemed to have selected an Interest Period of one month’s duration.

(d) Notice by the Administrative Agent to Lenders . Promptly following receipt of an Interest Election Request, the Administrative Agent shall advise each Lender of the details thereof and of such Lender’s portion of each resulting Borrowing.

(e) Failure to Elect; Events of Default . If a Borrower fails to deliver a timely Interest Election Request with respect to a Syndicated Eurocurrency Borrowing prior to the end of the Interest Period therefor, then, unless such Borrowing is repaid as provided herein, at the end of such Interest Period such Borrowing shall be converted to an ABR Borrowing. Notwithstanding any contrary provision hereof, if an Event of Default has occurred and is continuing and the Administrative Agent, at the request of the Required Lenders, so notifies the Borrowers, then, so long as an Event of Default is continuing (A) no outstanding Syndicated Borrowing may be converted to or continued as a Syndicated Eurocurrency Borrowing and (B) unless repaid, each Syndicated Eurocurrency Borrowing shall be converted to an ABR Borrowing at the end of the Interest Period therefor.

SECTION 2.07 Changes of Commitments .

(a) Scheduled Termination . Unless previously terminated the aggregate amount of the Commitments shall terminate on the Commitment Termination Date.

(b) Voluntary Termination or Reduction . The Company may at any time terminate or from time to time reduce the Commitments; provided that (i) each reduction of the Commitments shall be in an amount that is $15,000,000 or a larger multiple of $1,000,000 and (ii) the Company shall not terminate or reduce the Commitments if, after giving effect to any concurrent prepayment of the Syndicated Loans in accordance with Section 2.09, the sum of the total Revolving Credit Exposures plus the aggregate principal amount of outstanding Competitive Loans would exceed the total Commitments.

(c) Notice of Voluntary Termination or Reduction . The Company shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Company pursuant to this Section shall be irrevocable; provided that a notice of termination of the Commitments delivered by the Company may state that such notice is conditioned upon the effectiveness of other credit facilities or other transactions specified therein, in which case such notice may be revoked by the Company (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied.

(d) Effect of Termination or Reduction . Any termination or reduction of the Commitments shall be permanent. Each reduction of the Commitments shall be made ratably among the Lenders in accordance with their respective Commitments.

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SECTION 2.08 Repayment of Loans; Evidence of Debt .

(a) Repayment . Each Borrower hereby unconditionally promises to pay the Loans as follows:

(v) to the Administrative Agent for account of the Lenders the outstanding principal amount of the Syndicated Loans made to such Borrower on the Maturity Date, and

(vi) to the Administrative Agent for account of the respective Lender the then unpaid principal amount of each Competitive Loan of such Lender made to such Borrower on the last day of the Interest Period therefor.

(b) Manner of Payment . Prior to any repayment or prepayment of any Borrowings hereunder, the respective Borrower shall select the Borrowing or Borrowings to be paid and shall notify the Administrative Agent by telephone (confirmed by telecopy) of such selection not later than 11:00 a.m., New York City time, three Business Days before the scheduled date of such repayment; provided that each repayment of Borrowings shall be applied to repay any outstanding ABR Borrowings before any other Borrowings. If a Borrower fails to make a timely selection of the Borrowing or Borrowings to be repaid or prepaid, such payment shall be applied, first, to pay any outstanding ABR Borrowings of such Borrower and, second, to other Borrowings of such Borrower in the order of the remaining duration of their respective Interest Periods (the Borrowing with the shortest remaining Interest Period to be repaid first), and for these purposes, Competitive Loans shall be deemed to be in the same Class as Syndicated Loans. Each payment of a Syndicated Borrowing shall be applied ratably to the Loans included in such Borrowing.

(c) Maintenance of Loan Accounts by Lenders . Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrowers to such Lender resulting from each Loan made by such Lender, including the amounts and Currency of principal and interest payable and paid to such Lender from time to time hereunder.

(d) Maintenance of Loan Accounts by the Administrative Agent . The Administrative Agent shall maintain accounts in which it shall record (i) the amount and Currency of each Loan made hereunder, the Class and Type thereof and each Interest Period therefor, (ii) the amount and Currency of any principal or interest due and payable or to become due and payable from each Borrower to each Lender hereunder and (iii) the amount and Currency of any sum received by the Administrative Agent hereunder for account of the Lenders and each Lender’s share thereof.

(e) Effect of Entries . The entries made in the accounts maintained pursuant to paragraph (c) or (d) of this Section shall be prima facie evidence of the existence and amounts of the obligations recorded therein; provided that the failure of any Lender or the Administrative Agent to maintain such accounts or any error therein shall not in any manner affect the obligation of a Borrower to repay the Loans in accordance with the terms of this Agreement.

(f) Promissory Notes . Any Lender may request that Loans made by it to a Borrower be evidenced by a promissory note. In such event, such Borrower shall prepare, execute and deliver to such Lender a promissory note payable to such Lender (or, if requested by such Lender, to such Lender and its registered assigns) and in a form approved by the Administrative Agent. Thereafter, the Loans evidenced by such promissory note and interest thereon shall at all times (including after assignment pursuant to Section 9.04) be represented by one or more promissory notes in such form payable to the registered payee named therein and its registered assigns).

SECTION 2.09 Prepayment of Loans .

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(a) Optional Prepayments . Each Borrower shall have the right at any time and from time to time to prepay any

Borrowing made to it in whole or in part, subject to the requirements of this Section; provided that no Borrower shall have the right to prepay any Competitive Loan without the prior consent of the Lender thereof unless otherwise specified in the Borrower’s request for a Competitive Bid.

(b) Mandatory Prepayments.

(i) Determination of Amount Outstanding . On each Quarterly Date and promptly upon the receipt by the Administrative Agent of a Currency Valuation Notice (as defined below), the Administrative Agent shall determine the sum of the aggregate Revolving Credit Exposure plus the aggregate outstanding principal amount of all Competitive Loans. For the purpose of this determination, the outstanding principal amount of any Loan that is denominated in any Foreign Currency shall be deemed to be the Dollar Equivalent of the amount in the Foreign Currency of such Loan, determined as of such Quarterly Date or, in the case of a Currency Valuation Notice received by the Administrative Agent prior to 11:00 a.m., New York City time, on a Business Day, on such Business Day or, in the case of a Currency Valuation Notice otherwise received, on the first Business Day after such Currency Valuation Notice is received. Upon making such determination, the Administrative Agent shall promptly notify the Lenders and the Company thereof.

(ii) Prepayment . If, on the date of such determination such sum exceeds 105% of the aggregate amount of the Commitments as then in effect, the Borrowers shall, if requested by the Required Lenders (through the Administrative Agent), prepay the Syndicated Loans and Competitive Loans in such amounts as shall be necessary so that after giving effect thereto the sum of the aggregate Revolving Credit Exposure plus the aggregate outstanding principal amount of all Competitive Loans does not exceed the Commitments.

For purposes hereof, “Currency Valuation Notice” means a notice given by the Required Lenders to the Administrative Agent stating that such notice is a “Currency Valuation Notice” and requesting that the Administrative Agent determine the sum of the aggregate Revolving Credit Exposure plus the aggregate outstanding principal amount of all Competitive Loans. The Administrative Agent shall not be required to make more than one valuation determination pursuant to Currency Valuation Notices within any rolling three month period. Any prepayment pursuant to this paragraph shall be applied, first , to Syndicated Loans outstanding and second , to Competitive Loans outstanding.

(c) Notices, Etc. Each Borrower shall notify the Administrative Agent by telephone (confirmed by telecopy) of any optional prepayment to be made by it hereunder (i) in the case of prepayment of a Syndicated Eurocurrency Borrowing or of a Competitive Borrowing, not later than 11:00 a.m., New York City time (or, in the case of a Borrowing denominated in a Foreign Currency, 11:00 a.m., London time), two Business Days before the date of prepayment or (ii) in the case of prepayment of an ABR Borrowing, not later than 11:00 a.m., New York City time, on the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date, the principal amount of each Borrowing or portion thereof to be prepaid and, in the case of a mandatory prepayment, a reasonably detailed calculation of the amount of such prepayment; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.07, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.07. Promptly following receipt of any such notice relating to a Syndicated Borrowing or Competitive Borrowing, the Administrative Agent shall advise the relevant Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount that would be permitted in the case of a Borrowing of the same Type as provided in Section 2.02, except as necessary to apply fully the required amount of a mandatory prepayment. Each prepayment

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of a Syndicated Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments shall be accompanied by accrued interest to the extent required by Section 2.11 and shall be made in the manner specified in Section 2.08(b).

SECTION 2.10 Fees .

(a) Facility Fee . The Company agrees to pay to the Administrative Agent for account of each Lender a facility fee, which shall accrue at the Applicable Rate on the daily amount of the Commitment of such Lender (whether used or unused) during the period from and including the Effective Date to but excluding the earlier of the date such Commitment terminates and the Commitment Termination Date; provided that, if such Lender continues to have any Revolving Credit Exposure after its Commitment terminates, then such facility fee shall continue to accrue on the daily amount of such Lender’s Revolving Credit Exposure from and including the date on which its Commitment terminates to but excluding the date on which such Lender ceases to have any Revolving Credit Exposure. Accrued facility fees shall be payable on each Quarterly Date and on the earlier of the date the Commitments terminate and the Commitment Termination Date, commencing on the first such date to occur after the date hereof; provided that any facility fees accruing after the date on which the Commitments terminate shall be payable on demand. All facility fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day).

(b) Administrative Agent Fees . The Company agrees to pay to the Administrative Agent, for its own account, fees payable in the amounts and at the times separately agreed upon between the Company and the Administrative Agent.

(c) Payment of Fees . All fees payable hereunder shall be paid on the dates due, in Dollars and immediately available funds, to the Administrative Agent for distribution, in the case of facility fees, to the Lenders entitled thereto. Fees paid shall not be refundable under any circumstances.

SECTION 2.11 Interest .

(a) ABR Loans . The Loans constituting each ABR Borrowing shall bear interest at a rate per annum equal to the Alternate Base Rate plus the Applicable Rate.

(b) Eurocurrency Loans . The Loans constituting each Eurocurrency Borrowing shall bear interest at a rate per annum equal to (i) in the case of a Syndicated Eurocurrency Borrowing, the Adjusted Eurocurrency Rate for the Interest Period for such Borrowing plus the Applicable Rate or (ii) in the case of a Competitive Eurocurrency Borrowing, the Eurocurrency Rate for the Interest Period for such Borrowing plus (or minus , as applicable) the Margin applicable to such Loan.

(c) Fixed Rate Loans . Each Fixed Rate Loan shall bear interest at a rate per annum equal to the Fixed Rate.

(d) Default Interest . Notwithstanding the foregoing, if any principal of or interest on any Loan or any fee or other amount payable by a Borrower hereunder is not paid when due, whether at stated maturity, upon acceleration, by mandatory prepayment or otherwise, such overdue amount shall bear interest, after as well as before judgment, at a rate per annum equal to (i) in the case of overdue principal, interest or premium (if any) on any Loan, 2% plus the rate otherwise applicable to such Loan as provided above or (ii) in the case of any other overdue amount, 2% plus the rate applicable to ABR Loans as provided in paragraph (a) of this Section.

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(e) Payment of Interest . Accrued interest on each Loan shall be payable in arrears on each Interest Payment Date for

such Loan and, in the case of Syndicated Loans, upon the termination of the Commitments; provided that (i) interest accrued pursuant to paragraph (d) of this Section shall be payable on demand, (ii) in the event of any repayment or prepayment of any Loan (other than a prepayment of an ABR Loan prior to the Commitment Termination Date), accrued interest on the principal amount repaid or prepaid shall be payable on the date of such repayment or prepayment and (iii) in the event of any conversion of any Syndicated Eurocurrency Borrowing denominated in Dollars prior to the end of the Interest Period therefor, accrued interest on such Borrowing shall be payable on the effective date of such conversion.

(f) Computation . All interest hereunder shall be computed on the basis of a year of 360 days, except that (i) interest in respect of Eurocurrency Borrowings denominated in English Pounds Sterling shall be computed on the basis of a year of 365 days and (ii) interest computed by reference to the Alternate Base Rate at times when the Alternate Base Rate is based on the prime rate of the Administrative Agent shall be computed on the basis of a year of 365 days (or 366 days in a leap year); interest shall in each case be payable for the actual number of days elapsed (including the first day but excluding the last day). The applicable Alternate Base Rate, Adjusted Eurocurrency Rate or Eurocurrency Rate shall be determined by the Administrative Agent, and such determination shall be conclusive absent manifest error.

SECTION 2.12 Alternate Rate of Interest .

(a) If at the time that the Administrative Agent shall seek to determine the applicable Screen Rate for any Currency on the Quotation Date for any Interest Period for a Eurocurrency Borrowing, the applicable Screen Rate shall not be available for such Interest Period and/or for the applicable Currency with respect to such Eurocurrency Borrowing for any reason, and the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that adequate and reasonable means do not exist for ascertaining the Interpolated Rate, then the Reference Bank Rate shall be the Eurocurrency Rate for such Currency for such Interest Period for such Eurocurrency Borrowing; provided that if the Reference Bank Rate shall be less than zero, such rate shall be deemed to be zero for purposes of this Agreement; provided , further , however, that if less than two (2) Reference Banks shall supply a rate to the Administrative Agent for purposes of determining the Eurocurrency Rate for such Eurocurrency Borrowing (it being understood that the Administrative Agent shall not be required to disclose to any party hereto any information regarding any Reference Bank or any rate provided by such Reference Bank in accordance with this Section 2.12, including, without limitation, whether a Reference Bank has provided a rate or the rate provided by any individual Reference Bank), (i) if such Borrowing shall be requested in Dollars, then such Borrowing shall be made as an ABR Borrowing at the Alternate Base Rate and (ii) if such Borrowing shall be requested in any Foreign Currency, the Eurocurrency Rate shall be equal to the cost to each Lender to fund its pro rata share of such Eurocurrency Borrowing (from whatever source and using whatever methodologies as such Lender may select in its reasonable discretion, such rate, the “ COF Rate ”).

(b) If prior to the commencement of the Interest Period for any Eurocurrency Borrowing (the Currency of such Borrowing herein called the “ Affected Currency ”):

(i) the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that adequate and reasonable means do not exist for ascertaining the Adjusted Eurocurrency Rate (in the case of a Syndicated Eurocurrency Borrowing) or the Eurocurrency Rate (in the case of a Competitive Eurocurrency Borrowing) for the Affected Currency for such Interest Period; or

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(ii) the Administrative Agent is advised by the Required Lenders (or, in the case of a Competitive Eurocurrency

Borrowing, any Lender that is required to make such Loan) that the Adjusted Eurocurrency Rate (in the case of a Syndicated Eurocurrency Borrowing) or the Eurocurrency Rate (in the case of a Competitive Eurocurrency Borrowing) for the Affected Currency for such Interest Period will not adequately and fairly reflect the cost to such Lenders (or Lender) of making or maintaining their Loans (or its Loan) included in such Borrowing for such Interest Period;

then the Administrative Agent shall give notice thereof to the Borrowers and the Lenders by telephone or telecopy as promptly as practicable thereafter and, until the Administrative Agent notifies the Borrowers and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any Interest Election Request that requests the conversion of any Syndicated Borrowing to, or the continuation of any Syndicated Borrowing as, a Syndicated Eurocurrency Borrowing denominated in the Affected Currency shall be ineffective and such Syndicated Borrowing (unless prepaid) shall be continued as, or converted to, an ABR Borrowing, (ii) if any Borrowing Request requests a Syndicated Eurocurrency Borrowing, such Borrowing shall be made as an ABR Borrowing, and (iii) any request by a Borrower for a Competitive Eurocurrency Borrowing denominated in the Affected Currency shall be ineffective; provided that (A) if the circumstances giving rise to such notice do not affect all the Lenders, then requests by a Borrower for Competitive Eurocurrency Borrowings denominated in the Affected Currency may be made to Lenders that are not affected thereby, and (b) the provisions of this Section shall not apply to any determination of the Adjusted Eurocurrency Rate or the Eurocurrency Rate (as the case may be) for the Interest Period for any Eurocurrency Borrowing if the applicable Screen Rate is available as contemplated by the definition of “Eurocurrency Rate”.

SECTION 2.13 Increased Costs .

(a) Increased Costs Generally . If any Change in Law shall:

(iii) impose, modify or deem applicable any reserve, special deposit, liquidity or similar requirement (including any compulsory loan requirement or insurance charge) against assets of, deposits with or for the account of, or credit extended by, any Lender (except any such reserve requirement reflected in the Adjusted Eurocurrency Rate);

(iv) impose on any Lender or the London interbank market any other condition (other than Indemnified Taxes or Excluded Taxes) affecting this Agreement or Eurocurrency Loans or Fixed Rate Loans made by such Lender; or

(v) subject the Administrative Agent, any Lender or any other recipient of any payments hereunder to any Taxes on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto (other than (A) Indemnified Taxes, (B) Excluded Taxes and (C) Other Taxes);

and the result of any of the foregoing shall be to increase the cost to such Person of making, continuing, converting into or maintaining any Loan to any Borrower (or of maintaining its obligation to make any such Loan) or to reduce the amount of any sum received or receivable by such Person hereunder (whether of principal, interest or otherwise), then the respective Borrower will pay to such Person, in Dollars, such additional amount or amounts as will compensate such Person for such additional costs incurred or reduction suffered.

(b) Capital Requirements . If any Lender determines that any Change in Law regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on such Lender’s capital or on the capital of such Lender’s holding company, if any, as a consequence of this Agreement or the Loans

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made by such Lender to a level below that which such Lender or such Lender’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s policies and the policies of such Lender’s holding company with respect to capital adequacy and liquidity), then from time to time the Company will pay to such Lender, in Dollars, such additional amount or amounts as will compensate such Lender or such Lender’s holding company for any such reduction suffered.

(c) Certificates from Lenders . A certificate of a Lender setting forth the amount or amounts, in Dollars, necessary to compensate such Lender or its holding company, as the case may be, as specified in paragraph (a) or (b) of this Section, and setting forth in reasonable detail calculations of such amount or amounts, shall be delivered to the Company and shall be conclusive absent manifest error. The respective Borrower shall pay such Lender the amount shown as due on any such certificate within 10 days after receipt thereof.

(d) Delay in Requests . Failure or delay on the part of any Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s right to demand such compensation; provided that no Borrower shall be required to compensate a Lender pursuant to this Section for any increased costs or reductions incurred more than six months prior to the date that such Lender notifies the Company of the Change in Law giving rise to such increased costs or reductions and of such Lender’s intention to claim compensation therefor; provided further that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the six-month period referred to above shall be extended to include the period of retroactive effect thereof.

(e) Competitive Loans . Notwithstanding the foregoing provisions of this Section, a Lender shall not be entitled to compensation pursuant to this Section in respect of any Competitive Loan if the Change in Law that would otherwise entitle it to such compensation shall have been publicly announced prior to submission of the Competitive Bid pursuant to which such Loan was made.

SECTION 2.14 Break Funding Payments . In the event of (a) the payment of any principal of any Eurocurrency Loan or Fixed Rate Loan of any Borrower other than on the last day of an Interest Period therefor (including as a result of an Event of Default), (b) the conversion of any Syndicated Eurocurrency Loan of any Borrower other than on the last day of an Interest Period therefor, (c) the failure to borrow, convert, continue or prepay any Syndicated Loan of any Borrower on the date specified in any notice delivered pursuant hereto (regardless of whether such notice is permitted to be revocable under Section 2.09(c) and is revoked in accordance herewith), (d) the failure by any Borrower to borrow any Competitive Loan after accepting the Competitive Bid to make such Loan or (e) the assignment of any Syndicated Eurocurrency Loan or Fixed Rate Loan of any Borrower other than on the last day of an Interest Period therefor as a result of a request by the Company pursuant to Section 2.18, then, in any such event, such Borrower shall compensate each Lender for the loss, cost and expense attributable to such event.

In the case of a Eurocurrency Loan, the loss to any Lender attributable to any such event shall be deemed to include an amount determined by such Lender to be equal to the excess, if any, of (i) the amount of interest that such Lender would pay for a deposit equal to the principal amount of such Loan denominated in the Currency of such Loan for the period from the date of such payment, conversion, failure or assignment to the last day of the then current Interest Period for such Loan (or, in the case of a failure to borrow, convert or continue, the duration of the Interest Period that would have resulted from such borrowing, conversion or continuation) if the interest rate payable on such deposit were equal to the Adjusted Eurocurrency Rate for such Currency (in the case of a Syndicated Eurocurrency Loan) or the Eurocurrency Rate for such Currency (in the case of a Competitive Eurocurrency Loan) for such Interest Period, over (ii) the amount of interest that such Lender would earn on such principal amount for such period if such Lender were to invest

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such principal amount for such period at the interest rate that would be bid by such Lender (or an affiliate of such Lender) for deposits denominated in such Currency from other banks in the eurocurrency market at the commencement of such period. No Borrower shall be responsible for losses described in this Section 2.14 arising more than six (6) months prior to its receipt of notice of such determination by the respective Lender requesting compensation for such loss. Such notice, to be effective, shall be accompanied by a calculation of such losses in reasonable detail. A certificate of any Lender setting forth any amount or amounts that such Lender is entitled to receive pursuant to this Section shall be delivered to the Company and shall be conclusive absent manifest error. The respective Borrower shall pay such Lender the amount shown as due on any such certificate within 10 days after receipt thereof.

SECTION 2.15 U.S. Taxes .

(a) Payments Free of Taxes . Any and all payments by or on account of any obligation of any Borrower hereunder shall be made free and clear of and without deduction for any Indemnified Taxes or Other Taxes; provided that if any Borrower shall be required to deduct any Indemnified Taxes or Other Taxes from such payments, then (i) the sum payable shall be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section) the Administrative Agent or Lender (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made, (ii) such Borrower shall make such deductions and (iii) such Borrower shall pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law.

(b) Payment of Other Taxes by the Borrowers . In addition, each Borrower shall pay any Other Taxes to the relevant Governmental Authority in accordance with applicable law.

(c) Indemnification by the Company . The Company shall indemnify the Administrative Agent and each Lender, within 10 days after written demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section) paid by the Administrative Agent or such Lender, as the case may be, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to the Company by a Lender, or by the Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error.

(d) Evidence of Payments . As soon as practicable after any payment of Indemnified Taxes or Other Taxes by any Borrower to a Governmental Authority, such Borrower shall deliver to the Administrative Agent the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to the Administrative Agent.

(e) Foreign Lenders . Any Foreign Lender that is entitled to an exemption from or reduction of withholding tax under the law of the United States of America, or any treaty to which the United States of America is a party, with respect to payments under this Agreement by any Borrower shall deliver to the Company (with a copy to the Administrative Agent), at the time or times prescribed by applicable law or reasonably requested by the Company, such properly completed and executed documentation prescribed by applicable law as will permit such payments by such Borrower to be made without withholding or at a reduced rate.

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(f) Indemnification by the Lenders . Each Lender shall severally indemnify the Administrative Agent for any Taxes (but,

in the case of any Indemnified Taxes or Other Taxes, only to the extent that the Borrowers have not already indemnified the Administrative Agent for such Indemnified Taxes or Other Taxes and without limiting the obligation of the Borrowers to do so) attributable to such Lender that are paid or payable by the Administrative Agent in connection with this Agreement and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. The indemnity under this Section 2.15(f) shall be paid within 10 days after the Administrative Agent delivers to the applicable Lender a certificate stating the amount of Taxes so paid or payable by the Administrative Agent. Such certificate shall be conclusive of the amount so paid or payable absent manifest error.

SECTION 2.16 Foreign Taxes .

(a) Payments to be Made Free and Clear of Foreign Taxes . All payments on account of the principal of and interest on the Loans, fees and all other amounts payable hereunder by any Approved Borrower organized under a Foreign Jurisdiction to or for the account of the Administrative Agent or any Lender, including amounts payable under paragraph (c) of this Section, shall be made free and clear of and without reduction or liability for Foreign Taxes. Such Approved Borrower will pay all Foreign Taxes applicable to it, without charge to or offset against any amount due to the Administrative Agent or any Lender, prior to the date on which penalties attach thereto, except for any such Foreign Taxes (other than Foreign Taxes imposed on or in respect of any amount payable by such Approved Borrower hereunder) the payment of which is being contested in good faith and by proper proceedings and against which adequate reserves are being maintained, so long as no claim for such Foreign Taxes is made on the Administrative Agent or any Lender.

(b) Indemnification by Approved Borrowers . Each Approved Borrower organized under a Foreign Jurisdiction shall indemnify the Administrative Agent and each Lender against, and reimburse the Administrative Agent and each Lender on demand for, any Foreign Taxes applicable to it and any loss, liability, claim or expense, including interest, penalties and legal fees, that the Administrative Agent or such Lender may incur at any time arising out of or in connection with any failure of such Approved Borrower to make any payment of Foreign Taxes when due.

(c) Gross-Up for Foreign Taxes . In the event that any Approved Borrower organized under a Foreign Jurisdiction is required by applicable law, decree or regulation to deduct or withhold Foreign Taxes from any amounts payable on, under or in respect of this Agreement or the Loans made to it, such Approved Borrower shall (to the fullest extent permitted by applicable law) promptly pay the Person entitled to such amount such additional amounts as may be required, after the deduction or withholding of Foreign Taxes, to enable such Person to receive from such Approved Borrower on the due date thereof, an amount equal to the full amount stated to be payable to such Person under this Agreement. Each Lender shall provide to such Approved Borrower such forms or certificates as such Approved Borrower may reasonably request to establish such Lender’s entitlement to an exemption from or reduction of Foreign Taxes, but no Lender shall be required to provide any form or certificate if it determines in its discretion that the provision of such form or certificate could adversely affect it or it is not legally entitled to provide such form or certificate.

(d) Evidence of Payment of Foreign Taxes . Each Approved Borrower organized under a Foreign Jurisdiction shall furnish to the Administrative Agent, upon the request of any Lender (through the Administrative Agent), together with sufficient certified copies for distribution to each Lender requesting the same (identifying the Lenders that have so requested), original official tax receipts (or certified copies thereof) in respect of each payment of Foreign Taxes required under this Section made by such Approved

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Borrower or such other information, documents and receipts that the Administrative Agent or such Lender may reasonably require to establish to its satisfaction that full and timely payment has been made of all Foreign Taxes required to be paid under this Section within 30 days after the date such payment is made.

SECTION 2.17 Payments Generally; Pro Rata Treatment; Sharing of Set-offs .

(a) Payments by the Borrowers . Each Borrower shall make each payment required to be made by it hereunder (whether of principal, interest or fees, or under Section 2.13, 2.14, 2.15 or 2.16, or otherwise) prior to 12:00 noon, Local Time, on the date when due, in immediately available funds, without set-off, counterclaim or other deduction. Any amounts received after such time on any date may, in the discretion of the Administrative Agent, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon. All such payments shall be made to the Administrative Agent at the Administrative Agent’s Account, except that payments pursuant to Sections 2.13, 2.14, 2.15, 2.16, 2.18(b) and 9.03 shall be made directly to the Persons entitled thereto. The Administrative Agent shall distribute any such payments received by it for account of any other Person to the appropriate recipient promptly following receipt thereof. If any payment hereunder shall be due on a day that is not a Business Day, the date for payment shall be extended to the next succeeding Business Day and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension. All payments hereunder (including facility fees, payments required under Section 2.13, and payments required under Section 2.14 relating to any Loan denominated in Dollars, but not including principal of, and interest on, any Loan denominated in any Foreign Currency or payments relating to any such Loan required under Section 2.14, which are payable in such Foreign Currency) shall be made in Dollars. Notwithstanding the foregoing, if any Borrower shall fail to pay any principal of any Loan when due (whether at stated maturity, by acceleration, by mandatory prepayment or otherwise), the unpaid portion of such Loan shall, if such Loan is not denominated in Dollars, automatically be redenominated in Dollars on the due date thereof (or, if such due date is a day other than the last day of the Interest Period therefor, on the last day of such Interest Period) in an amount equal to the Dollar Equivalent thereof on the date of such redenomination and such principal shall be payable on demand; and if any Borrower shall fail to pay any interest on any Loan that is not denominated in Dollars, such interest shall automatically be redenominated in Dollars on the due date therefor (or, if such due date is a day other than the last day of the Interest Period therefor, on the last day of such Interest Period) in an amount equal to the Dollar Equivalent thereof on the date of such redenomination and such interest shall be payable on demand.

(b) Application of Insufficient Payments . If at any time insufficient funds are received by and available to the Administrative Agent to pay fully all amounts of principal, interest and fees then due hereunder, such funds shall be applied (i) first, to pay interest and fees then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of interest and fees then due to such parties, and (ii) second, to pay principal then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of principal then due to such parties.

(c) Pro Rata Treatment . Except to the extent otherwise provided herein: (i) each Syndicated Borrowing shall be made from the Lenders, each payment of a facility fee under Section 2.10 shall be made for account of the Lenders, and each termination or reduction of the amount of the Commitments under Section 2.07 shall be applied to the respective Commitments of the Lenders, pro rata according to the amounts of their respective Commitments (or, in the case of payment of facility fees, pro rata according to the amounts of their respective Revolving Credit Exposures); (ii) each Syndicated Borrowing shall be allocated pro rata among the Lenders according to the amounts of their respective Commitments (in the case of the making of Syndicated Loans) or their respective Loans (in the case of conversions and continuations of Loans); (iii) each payment or prepayment of principal of Syndicated Loans by any Borrower shall be made for account

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of the Lenders pro rata in accordance with the respective unpaid principal amounts of the Syndicated Loans of such Borrower held by them; and (iv) each payment of interest on Syndicated Loans by any Borrower shall be made for account of the Lenders pro rata in accordance with the amounts of interest on such Loans of such Borrower then due and payable to the respective Lenders.

(d) Sharing of Payments by Lenders . If any Lender shall, by exercising any right of set-off or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its Syndicated Loans resulting in such Lender receiving payment of a greater proportion of the aggregate amount of its Syndicated Loans and accrued interest thereon then due than the proportion received by any other Lender, then the Lender receiving such greater proportion shall purchase (for cash at face value) participations in the Syndicated Loans of other Lenders to the extent necessary so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Syndicated Loans; provided that (i) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, and (ii) the provisions of this paragraph shall not be construed to apply to any payment made by a Borrower pursuant to and in accordance with the express terms of this Agreement or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans to any assignee or Participant, other than to the Company or any Subsidiary or Affiliate thereof (as to which the provisions of this paragraph shall apply). Each Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against such Borrower rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of such Borrower in the amount of such participation.

(e) Presumptions of Payment . Unless the Administrative Agent shall have received notice from a Borrower prior to the date on which any payment is due to the Administrative Agent for account of the Lenders hereunder that the respective Borrower will not make such payment, the Administrative Agent may assume that such Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders the amount due. In such event, if such Borrower has not in fact made such payment, then each of the Lenders severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such Lender with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at the Federal Funds Effective Rate.

(f) Certain Deductions by the Administrative Agent . If any Lender shall fail to make any payment required to be made by it pursuant to Section 2.05(b) or 2.17(e), then the Administrative Agent may, in its discretion (notwithstanding any contrary provision hereof), (i) apply any amounts thereafter received by the Administrative Agent for account of such Lender to satisfy such Lender’s obligations under such Sections until all such unsatisfied obligations are fully paid and/or (ii) hold any such amounts in a segregated account over which the Administrative Agent shall have exclusive control as cash collateral for, and application to, any future funding obligations of such Lender under such Sections, in the case of each of clauses (i) and (ii) above, in any order as determined by the Administrative Agent in its discretion.

SECTION 2.18 Mitigation Obligations; Replacement of Lenders .

(a) Designation of a Different Lending Office . If any Lender requests compensation under Section 2.13, or if any Borrower is required to pay any additional amount to any Lender or any Governmental Authority for account of any Lender pursuant to Section 2.15 or 2.16, then such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to assign its

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rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.13, 2.15 or 2.16, as the case may be, in the future and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. Each Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.

(b) Replacement of Lenders . If any Lender requests compensation under Section 2.13 or 2.14, or if any Borrower is required to pay any additional amount to any Lender or any Governmental Authority for account of any Lender pursuant to Section 2.15 or 2.16, or if any Lender becomes a Defaulting Lender, then the Company may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 9.04), all its interests, rights (other than its existing rights to payment pursuant to Sections 2.13 or 2.14) and obligations under this Agreement (other than any outstanding Competitive Loans held by it) to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (w) the Company shall have received the prior written consent of the Administrative Agent, which consent shall not unreasonably be withheld, (x) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans (other than Competitive Loans), accrued interest thereon, accrued fees and all other amounts payable to it hereunder (including any amounts payable under Section 2.14 as a result of such assignment), from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrowers (in the case of all other amounts), (y) if the Lender being replaced does not execute and deliver to the Administrative Agent a duly completed Assignment and Assumption and/or any other documentation necessary to reflect such replacement by the later of (aa) the date on which the assignee Lender executed and delivered such Assignment and Assumption and/or such other documentation and (bb) the time such Lender receives payment under clause (x) above, then the Lender being replaced shall be deemed to have executed and delivered such Assignment and Assumption and/or such other documentation as of such date and the Company shall be entitled (but not obligated) to execute and deliver such Assignment and Assumption and/or such other documentation on behalf of such Lender (provided that the Company shall make no representation or warranty on behalf of such Lender in such Assignment and Assumption and/or such other documentation) and (z) in the case of any such assignment resulting from a claim for compensation under Section 2.13 or payments required to be made pursuant to Section 2.15 or 2.16, such assignment will result in a reduction in such compensation or payments. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Company to require such assignment and delegation cease to apply.

SECTION 2.19 Expansion Option . The Company may from time to time elect to increase the Commitments in minimum increments of $100,000,000 so long as, after giving effect thereto, the aggregate amount of such increases does not exceed $500,000,000. The Company may arrange for any such increase to be provided by one or more Lenders (each Lender so agreeing to an increase in its Commitment, an “ Increasing Lender ”), or by one or more new banks, financial institutions or other entities (each such new bank, financial institution or other entity, an “ Augmenting Lender ”), to increase their existing Commitments or extend Commitments, as the case may be; provided that (i) each Augmenting Lender, shall be subject to the approval of the Company and the Administrative Agent (such approval not to be unreasonably withheld) and (ii) (x) in the case of an Increasing Lender, the Company and such Increasing Lender execute an agreement substantially in the form of Exhibit E hereto (with such changes as are reasonably agreed to by the Company, the Administrative Agent and the Increasing Lender), and (y) in the case of an Augmenting Lender, the Company and such Augmenting Lender execute an agreement substantially in the form of Exhibit F hereto (with such changes as are reasonably agreed to by the Company, the Administrative Agent and the Augmenting

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Lender). No consent of any Lender (other than the Lenders participating in the increase) shall be required for any increase in Commitments pursuant to this Section 2.19. Increases and new Commitments created pursuant to this Section 2.19 shall become effective on the date agreed by the Company, the Administrative Agent and the relevant Increasing Lenders or Augmenting Lenders and the Administrative Agent shall notify each Lender thereof. Notwithstanding the foregoing, no increase in the Commitments (or in the Commitment of any Lender) shall become effective under this paragraph unless, (i) on the proposed date of the effectiveness of such increase, (A) the conditions set forth in paragraphs (a) and (b) of Section 5.03 shall be satisfied or waived by the Required Lenders and (B) the Company shall be in compliance (on a pro forma basis) with the covenants contained in Sections 6.08 and 6.09 and (ii) the Administrative Agent shall have received documents and opinions of counsel consistent with those delivered on the Effective Date as to the corporate power and authority of the Borrowers to borrow hereunder after giving effect to such increase. On the effective date of any increase in the Commitments, (i) each Augmenting Lender, if any, shall become a Lender, (ii) each relevant Increasing Lender and Augmenting Lender shall make available to the Administrative Agent such amounts in immediately available funds as the Administrative Agent shall determine, for the benefit of the other Lenders, as being required in order to cause, after giving effect to such increase and the use of such amounts to make payments to such other Lenders, each Lender’s portion of the outstanding Syndicated Loans of all the Lenders to equal its Applicable Percentage of such outstanding Syndicated Loans, and (iii) the Borrowers shall be deemed to have repaid and reborrowed all outstanding Syndicated Loans as of the date of any increase in the Commitments (with such reborrowing to consist of the Types of Syndicated Loans, with related Interest Periods if applicable, specified in a notice delivered by the applicable Borrower, or the Company on behalf of the applicable Borrower, in accordance with the requirements of Section 2.03). The deemed payments made pursuant to clause (iii) of the immediately preceding sentence shall be accompanied by payment of all accrued interest on the amount prepaid and, in respect of each Eurocurrency Loan, shall be subject to indemnification by the Borrowers pursuant to the provisions of Section 2.14 if the deemed payment occurs other than on the last day of the related Interest Periods.

SECTION 2.20 Defaulting Lenders . Notwithstanding any provision of this Agreement (including Sections 2.17(c) or 2.17(d)) to the contrary, if any Lender becomes a Defaulting Lender, then the following provisions shall apply for so long as such Lender is a Defaulting Lender:

(a) fees shall cease to accrue on the daily amount of the Commitment of such Defaulting Lender pursuant to Section 2.10(a);

(b) the Commitment and Revolving Credit Exposure of such Defaulting Lender shall not be included, and such Defaulting Lender shall not be deemed to be a Lender, in determining whether all Lenders or the Required Lenders have taken or may take any action hereunder (including any consent to any amendment or waiver pursuant to Section 9.02); provided that (i) any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender which affects such Defaulting Lender differently in an adverse manner than other affected Lenders shall require the consent of such Defaulting Lender and (ii) any amendment or modification that increases, or extends the maturity of, such Defaulting Lender’s Commitment, or reduces the principal amount of, or rate of interest on, any Loans made by such Defaulting Lender, shall require the consent of such Defaulting Lender; and

(c) any amount payable to such Defaulting Lender hereunder (whether on account of principal, interest or otherwise and including any amount that would otherwise be payable to such Defaulting Lender pursuant to Section 2.17 but excluding Section 2.18(b)) shall, in lieu of being distributed to such Defaulting Lender, be retained by the Administrative Agent in a segregated account and, subject to any applicable requirements of law, be applied at such time or times as may be determined by the Administrative Agent in

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the following order of priority: (a) first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; (b) second, to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; (c) third, if so determined by the Administrative Agent and the Company, held in such account as cash collateral for future funding obligations of the Defaulting Lender in respect of any Loans required to be funded by such Lender under this Agreement; (d) fourth, to the payment of any amounts owing to the Borrowers as a result of any judgment of a court of competent jurisdiction obtained by the Borrowers against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and (e) fifth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction, provided that, with respect to this clause (e), if such payment is (x) a prepayment of the principal amount of any Loans which such Defaulting Lender has funded and (y) made at a time when the conditions set forth in Section 5.03 are satisfied, such payment shall be applied solely to prepay the Applicable Percentage of the outstanding principal amount of Loans of each non-Defaulting Lender prior to being applied to the prepayment of the Loans of such Defaulting Lender.

In the event that the Administrative Agent and the Company agree in writing in their discretion that a Defaulting Lender has adequately remedied all matters that caused such Lender to be a Defaulting Lender, then on such date such Lender shall purchase at par such of the Loans of the other Lenders and/or make such other adjustments as the Administrative Agent shall determine may be necessary in order for such Lender to hold such Loans in accordance with its Applicable Percentage, whereupon such Lender will cease to be a Defaulting Lender and any amounts held in the segregated account referenced above shall be distributed to such Lender, provided that except to the extent otherwise expressly agreed by the affected parties, no change hereunder in the status of Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from such Lender having been a Defaulting Lender.

SECTION 2.21 Extension of Commitment Termination Date .

(a) Requests for Extension . The Company may, by notice to the Administrative Agent (the “ Extension Notice ”) (who shall promptly notify the Lenders) at any time and from time to time request that each Lender extend such Lender’s then existing Commitment Termination Date (the “ Existing Commitment Termination Date ”) to the date that is one year after the Commitment Termination Date then in effect for such Lender (the “ Extended Commitment Termination Date ”). The Extension Notice shall set forth the proposed terms (the “ Extension Terms ”) for the Loans requested to be extended (the “ Extended Loans ”), including (i) the final maturity date thereof (which shall not exceed the Extended Commitment Termination Date), (ii) the interest rate margins with respect to such Extended Loans (which may be higher or lower than the interest rate margins for the then outstanding Loans), and/or (iii) any additional fees payable to the Lenders providing such Extended Loans in addition to or in lieu of any increased margins contemplated by the preceding clause (ii).

(b) Lender Elections to Extend . Each Lender, acting in its sole and individual discretion, shall, by notice to the Administrative Agent given not later than the date that is 15 days after the date on which the Administrative Agent received the Company’s extension request (the “ Lender Notice Date ”), advise the Administrative Agent whether or not such Lender agrees to such extension (each Lender that determines to so extend its Commitment Termination Date and agrees with the other Extension Terms, an “ Extending Lender ”). Each Lender that determines not to so extend its Commitment Termination Date or that does not agree with the other Extension Terms (a “ Non-Extending Lender ”) shall notify the Administrative Agent of such fact promptly after such determination (but in any event no later than the Lender Notice Date), and any Lender that does not so advise the Administrative Agent on or before the Lender Notice Date shall be deemed to be a Non-Extending Lender. The election of any Lender to agree to such extension shall not obligate any

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other Lender to so agree, and it is understood and agreed that no Lender shall have any obligation whatsoever to agree to any request made by the Company for extension of the Commitment Termination Date.

(c) Notification by Administrative Agent . The Administrative Agent shall promptly notify the Company of each Lender’s determination under this Section.

(d) Additional Commitment Lenders . The Company shall have the right, but shall not be obligated, on or before the applicable Existing Commitment Termination Date for any Non-Extending Lender to replace such Non-Extending Lender by causing such Non-Extending Lender to (and such Non-Extending Lender shall be obligated to assign pursuant to Section 9.04) assign all of its rights and obligations pursuant to this Agreement to one or more assignees that agree to such Extension Terms and are not Ineligible Institutions, which shall be added as “Lenders” hereunder (each, an “ Additional Commitment Lender ”). In connection with the replacement of any Non-Extending Lender, the applicable Additional Commitment Lender shall enter into an Assignment and Assumption in accordance with and subject to the restrictions contained in Section 9.04 (with the Company or such Additional Commitment Lender obligated to pay any applicable processing or recordation fee) with such Non-Extending Lender, pursuant to which (i) all the outstanding principal amount of the Loans so assigned of such Non-Extending Lender, together with accrued interest thereon, accrued fees and all other amounts payable to it hereunder shall be paid in full by the Additional Commitment Lender to such Non-Extending Lender and (ii) such Additional Commitment Lender shall assume all or part of the Commitment of such Non-Extending Lender (and, if any such Additional Commitment Lender is already a Lender, its Commitment so assumed shall be in addition to such Lender’s Commitment hereunder on such date); provided that if the Non-Extending Lender does not execute and deliver to the Administrative Agent a duly completed Assignment and Assumption and/or any other documentation necessary to reflect such replacement by the later of (A) the date on which the Additional Commitment Lender executed and delivered such Assignment and Assumption and/or such other documentation and (B) the date as of which all the outstanding principal amount of the Loans so assigned of such Non-Extending Lender, together with accrued interest thereon, accrued fees and all other amounts payable to such Non-Extending Lender hereunder shall be paid in full by the Additional Commitment Lender to such Non-Extending Lender, then the Non-Extending Lender shall be deemed to have executed and delivered such Assignment and Assumption and/or such other documentation as of such date and the Company shall be entitled (but not obligated) to execute and deliver such Assignment and Assumption and/or such other documentation on behalf of such Non-Extending Lender (provided that the Company shall make no representation or warranty on behalf of such Non-Extending Lender in such Assignment and Assumption and/or such other documentation). The Administrative Agent may effect such amendments to this Agreement as are reasonably necessary to provide for any such extensions contemplated by this Section (including the implementation of the Extension Terms) with the consent of the Company but without the consent of any Non-Extending Lender.

(e) Effective Date of Extension . The Commitment Termination Date of each Extending Lender and of each Additional Commitment Lender shall be extended to the date that is one year after the Existing Commitment Termination Date (except that, if such date is not a Business Day, such Commitment Termination Date as so extended shall be the next preceding Business Day) and each Additional Commitment Lender shall thereupon become a “Lender” for all purposes of this Agreement and shall be bound by the provisions of this Agreement as a Lender hereunder and shall have the obligations of a Lender hereunder, effective on the date notified by the Company to the Administrative Agent so long as the following conditions precedent shall be satisfied or waived on such date (the “ Extension Date ”):

(i) no Default shall have occurred and be continuing on such Extension Date and immediately after giving effect thereto;

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(ii) the representations and warranties of the Company in Part A of Article III of the Agreement (and the

representations and warranties of each Approved Borrower, if any, then party to this Agreement in Part B of Article III of the Agreement are true and correct on and as of such Extension Date and after giving effect thereto, except in the case of any such representation or warranty that expressly relates to an earlier date, in which case such representation or warranty is true and correct in all material respects on and as of such earlier date;

(iii) the Administrative Agent shall have received (A) a certificate from the Company signed by a senior financial officer of the Company certifying the accuracy of the foregoing clauses (i) and (ii) and (B) secretary certificates of the Company and of each other Borrower certifying and attaching the authorizations of the Company or such Borrower, as applicable, approving or consenting to such extension; and

(iv) the aggregate amount of the Commitments of the Lenders that have agreed to extend their Commitment Termination Date and the new or increased Commitments of any Additional Commitment Lenders shall be more than 50% of the aggregate amount of the Commitments in effect immediately prior to such Extension Date.

Extension Terms (other than the extension of the Commitment Termination Date) shall become applicable to the Extended Loans on the Existing Termination Date. Notwithstanding the foregoing no more than two (2) extensions of the Commitment Termination Date shall be permitted hereunder.

(f) Commitment Termination Date for Non-Extending Lenders . On the Commitment Termination Date of each Non-Extending Lender, (i) the Commitment of each Non-Extending Lender shall automatically terminate and (ii) the Company shall repay any outstanding Loans of such Non-Extending Lender in accordance with Section 2.08 (and shall pay to such Non-Extending Lender all of the other obligations owing to it under this Agreement). The Administrative Agent shall administer any necessary reallocation of the Revolving Credit Exposures (without regard to any minimum borrowing, pro rata borrowing and/or pro rata payment requirements contained elsewhere in this Agreement, and the Company hereby agrees to compensate each Lender for any and all losses, costs and expenses incurred by such Lender in connection with the sale and assignment of any Eurocurrency Loans and the reallocation described in this clause (f), in each case on the terms and in the manner set forth in Section 2.14).

(g) Conflicting Provisions . This Section shall supersede any provisions in Section 2.17 or Section 9.02 to the contrary. The Administrative Agent and the Lenders hereby consent to the transactions contemplated by this Section (including, for the avoidance of doubt, payment of any interest, fees or premium in respect of any Loans extended pursuant to this Section and any prepayment or termination, as applicable, of the Loans or Commitments of any Non-Extending Lender) and hereby waive the requirements of any provision of this Agreement (including Section 2.17 and Section 9.02) that may otherwise prohibit any transaction contemplated by this Section.

ARTICLE III

REPRESENTATIONS AND WARRANTIES

Representations and Warranties . Each of the Company and the Approved Borrowers, as applicable, represents and warrants to the Lenders that:

Part A. Representations and Warranties of the Company .

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SECTION 3.01 Corporate Existence . Each of the Company and its Material Subsidiaries: (a) is a corporation duly

organized and validly existing under the laws of the jurisdiction of its incorporation (or, in the case of a Material Subsidiary that is not a corporation, is a partnership or other entity duly organized and validly existing under the laws of its jurisdiction of organization); (b) has all requisite legal power, and has all material governmental licenses, authorizations, consents and approvals, necessary to own its assets and carry on its business as now being or as proposed to be conducted; and (c) is qualified to do business in all jurisdictions in which the nature of the business conducted by it makes such qualification necessary and where failure so to qualify would have a Material Adverse Effect.

SECTION 3.02 Financial Condition . The Company has heretofore furnished to the Lenders (i) the consolidated balance sheets of the Company and its Consolidated Subsidiaries as at December 31, 2011, December 31, 2012, and December 31, 2013 and the related consolidated statements of operations, cash flows and changes in common shareholders’ equity of the Company and its Consolidated Subsidiaries for the three fiscal years ended December 31, 2013, with the opinion thereon of Deloitte & Touche LLP and (ii) the unaudited consolidated balance sheets and related statements of operations, cash flows and stockholders’ equity of the Company and its Consolidated Subsidiaries for the fiscal quarters ended March 31, 2014 and June 30, 2014 (with respect to which the auditors have performed an SAS 100 review). Such financial statements fairly present, in all material respects, the consolidated financial condition of the Company and its Consolidated Subsidiaries as at said dates and the consolidated results of their operations and cash flows for the periods presented, all in accordance with GAAP (except, in the case of clause (ii), for normal year-end audit adjustments and/or absence of full footnote disclosures). Neither the Company nor any of its Material Subsidiaries had on said dates any material contingent liabilities, liabilities for taxes, unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments, except as referred to or reflected or provided for in said balance sheets as at said dates. Since December 31, 2013, there has been no event or condition that could result in a Material Adverse Effect.

SECTION 3.03 Litigation . The legal or arbitral proceedings, and proceedings by or before any Governmental Authority, now pending or (to the knowledge of the Company) threatened against the Company and/or any of its Material Subsidiaries will not, in the opinion of the General Counsel of the Company, result in imposition of liability or assessment against (including seizure of) property that would result in a Material Adverse Effect.

SECTION 3.04 No Breach . None of the execution and delivery of this Agreement, the consummation of the transactions herein contemplated and compliance with the terms and provisions hereof will conflict with or result in a breach of, or require any consent under, the charter or by-laws of the Company or any of its Subsidiaries, or any applicable law or regulation, or any order, writ, injunction or decree of any Governmental Authority, or any material agreement or instrument to which the Company or any of its Subsidiaries is a party or by which any of them is bound or to which any of them is subject, or constitute a default under any such agreement or instrument, other than immaterial conflicts under contractual obligations.

SECTION 3.05 Corporate Action of the Obligors . The Obligors have all necessary corporate power and authority to execute, deliver and perform their obligations under this Agreement; the execution, delivery and performance by the Obligors of this Agreement have been duly authorized by all necessary corporate action on their part; and this Agreement has been duly and validly executed and delivered by the Obligors and constitutes the legal, valid and binding obligation of the Obligors, enforceable in accordance with its terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or limiting creditors’ rights generally.

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SECTION 3.06 Approvals . No authorizations, approvals or consents of, and no filings or registrations with, any

Governmental Authority are necessary for the execution, delivery or performance by the Obligors of this Agreement or for the validity or enforceability thereof.

SECTION 3.07 Use of Loans . Neither the Company nor any of its Subsidiaries is engaged principally, or as one of its important activities, in the business of extending credit for the purpose, whether immediate, incidental or ultimate, of buying or carrying Margin Stock and no part of the proceeds of any Loan hereunder will be used to buy or carry, or to extend credit to others to buy or carry, any Margin Stock.

SECTION 3.08 ERISA . The Company and the ERISA Affiliates have fulfilled their respective obligations under the minimum funding standards of ERISA and the Code with respect to each Plan and are in compliance in all material respects with the applicable provisions of ERISA and the Code, and have not incurred any liability to the PBGC or any Plan or Multiemployer Plan (other than to make contributions in the ordinary course of business).

SECTION 3.09 Taxes . United States Federal income tax returns of the Company have been examined and closed through the fiscal year of the Company ended December 31, 2009. The Company and its Subsidiaries have filed all United States Federal income tax returns and all other material tax returns required to be filed by them and have paid all taxes due pursuant to such returns or pursuant to any assessment received by the Company or any of its Subsidiaries except for those being contested in good faith and for which adequate reserves have been established in accordance with GAAP. The charges, accruals and reserves on the books of the Company and its Material Subsidiaries in respect of taxes and other governmental charges are, in the opinion of the Company, adequate. If the Company is a member of an affiliated group of corporations filing consolidated returns for United States Federal income tax purposes, it is the “common parent” of such group.

SECTION 3.10 Investment Company Act . None of the Obligors is an “investment company”, or a company “controlled” by an “investment company”, within the meaning of the Investment Company Act of 1940, as amended.

SECTION 3.11 Credit Agreements . Schedule II is a complete and correct list, as of the date of this Agreement, of each credit agreement, loan agreement, indenture, purchase agreement, guarantee or other arrangement providing for or otherwise relating to any Indebtedness or any extension of credit (or commitment for any extension of credit) to, or guarantee by, the Company or any of its Material Subsidiaries the aggregate principal or face amount of which equals or exceeds (or may equal or exceed) $150,000,000 and the aggregate principal or face amount outstanding or which may become outstanding under each such arrangement is correctly described in Schedule II.

SECTION 3.12 Hazardous Materials and Environmental Matters .

(f) Except as would not reasonably be expected to result in a Material Adverse Effect:

(i) The Company and each of its Material Subsidiaries have obtained all permits, licenses and other authorizations (“ Permits ”) required under all applicable Environmental Laws, for their respective operations, businesses and assets, and such Permits are in full force and effect and the Company and each of its Material Subsidiaries are in compliance with the terms and conditions of all such Permits;

(ii) the Company and each of its Material Subsidiaries, and their respective operations and assets, are in compliance with all applicable Environmental Laws;

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(iii) neither the Company nor any of its Material Subsidiaries has received any written notice of violation,

alleged violation, non-compliance, liability or potential liability under any Environmental Laws, nor does the Company or any of its Material Subsidiaries have knowledge that any such notice will be received or is being threatened;

(iv) no judicial proceeding or governmental or administrative action is pending or, to the knowledge of the Company or any of its Material Subsidiaries, threatened, under any Environmental Law to which the Company or any of its Material Subsidiaries is or will be named as a party, nor are any of them subject to any consent decree, or consent order or other orders or judgments under any Environmental Law;

(v) there has been no Release or threat of Release of Hazardous Materials at, on, under or from any properties or facilities currently, or to the knowledge of the Company or any of its Material Subsidiaries, formerly, owned or operated by any of them which would reasonably be expected to result in a violation of or liability under any Environmental Laws on the part of any of them; and

(vi) neither the Company nor any of its Material Subsidiaries has contractually assumed or undertaken responsibility for any liability or obligation of any Person arising under or relating to any Environmental Laws.

(g) Compliance Review . In the ordinary course of its business, the Company conducts an ongoing review of the effect of Environmental Laws on the business, operations and properties of the Company and its Subsidiaries, in the course of which it identifies and evaluates associated liabilities and costs (including any capital or operating expenditures required for clean-up or closure of properties presently or previously owned, any capital or operating expenditures required to achieve or maintain compliance with environmental protection standards imposed by law or as a condition of any license, permit or contract, any related constraints on operating activities, including any periodic or permanent shutdown of any facility or reduction in the level of or change in the nature of operations conducted thereat, any costs or liabilities in connection with off-site disposal of wastes or hazardous substances, and any actual or potential liabilities to third parties, including employees, and any related costs and expenses). On the basis of this review, the Company has reasonably concluded that, except as expressly disclosed in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2013 and the Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2014, such associated liabilities and costs, including the costs of compliance with Environmental Laws, are unlikely to have a Material Adverse Effect.

SECTION 3.13 Full Disclosure . The Company has heretofore furnished to each of the Lenders a true copy of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2013 (the “ Annual Report ”), as filed by the Company with the Securities and Exchange Commission. Except as disclosed in writing to the Lenders, the annual, quarterly and other periodic reports most recently delivered to the Lenders pursuant to this Section or Section 3.02 do not contain an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.

SECTION 3.14 Anti-Terrorism Laws and Sanctions . To the extent applicable, the Company, each other Borrower and each Material Subsidiary is in compliance, in all material respects, with (i) the Patriot Act and, (ii) the Trading with the Enemy Act, 50 U.S.C. App. 1 et seq., as amended, (iii) any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department (“ OFAC ”) and any other enabling legislation or executive order relating thereto. Neither the Company, any other Borrower or any Material Subsidiary nor, to the knowledge of the Company, any director, officer or employee

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of the Company, any other Borrower or any Material Subsidiary, is the target of any U.S. sanctions administered by OFAC or a person on the list of “Specially Designated Nationals and Blocked Persons.” No proceeds of the Loans will knowingly be used for the purpose of funding or financing any activities or business of or with any Person that at the time of such funding or financing is either the target of any U.S. sanctions administered by OFAC or a person on the list of “Specially Designated Nationals and Blocked Persons.”

Part B. Representations and Warranties of the Approved Borrowers . Each Approved Borrower represents and warrants to the Lenders that:

SECTION 3.15 Existence of Approved Borrowers . It (a) is duly organized and validly existing under the laws of the jurisdiction of its formation; (b) has all requisite power, and has all material governmental licenses, authorizations, consents and approvals necessary to own its assets and carry on its business as now being or as proposed to be conducted; and (c) is qualified to do business in all jurisdictions in which the nature of the business conducted by it makes such qualification necessary and where failure so to qualify would have a Material Adverse Effect.

SECTION 3.16 No Breach . None of the execution and delivery of its Designation Letter, the consummation of the transactions herein contemplated and compliance with the terms and provisions hereof will conflict with or result in a breach of, or require any consent under, the charter or by-laws of such Approved Borrower, or any applicable law or regulation, or any order, writ, injunction or decree of any Governmental Authority, or any agreement or instrument to which such Approved Borrower or any of its Subsidiaries is a party or by which any of them is bound or to which any of them is subject, or constitute a default under any such agreement or instrument.

SECTION 3.17 Corporate Action . Such Approved Borrower has all necessary power and authority to execute, deliver and perform its obligations under its Designation Letter and to perform its obligations hereunder; the execution and delivery by such Approved Borrower of its Designation Letter and the performance by such Approved Borrower hereunder and thereunder have been duly authorized by all necessary action on its part; and its Designation Letter when executed and delivered by such Approved Borrower, will constitute, the legal, valid and binding obligation of such Approved Borrower, enforceable in accordance with its terms.

SECTION 3.18 Approvals . No authorizations, approvals or consents of, and no filings or registrations with, any Governmental Authority are necessary for the execution, delivery or performance by such Approved Borrower of its Designation Letter or for the validity or enforceability thereof.

SECTION 3.19 Taxes on Payments of Approved Borrowers . Except as disclosed to the Lenders in writing prior to the delivery of such Approved Borrower’s Designation Letter, there is no income, stamp or other tax of any country, or of any taxing authority thereof or therein, imposed by or in the nature of withholding or otherwise, which is imposed on any payment to be made by such Approved Borrower pursuant hereto, or is imposed on or by virtue of the execution, delivery or enforcement of its Designation Letter.

ARTICLE IV

GUARANTEE

SECTION 4.01 Guarantee . The Company guarantees to each Lender and the Administrative Agent and their respective successors and assigns the prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) of the principal of and interest (including any interest, fees, costs or

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charges that would accrue but for the provisions of the Bankruptcy Code after any bankruptcy or insolvency petition under the Bankruptcy Code, regardless of whether allowed or allowable in such proceeding) on the Loans made by the Lenders to, and the promissory notes held by the Lenders pursuant to Section 2.08(f) of, any Approved Borrower and all other monetary obligations, including fees, costs, expenses and indemnities, whether primary, secondary, direct, contingent, fixed or otherwise (including monetary obligations incurred during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding) of any Approved Borrower and all other amounts from time to time owing to the Lenders or the Administrative Agent by any Approved Borrower under this Agreement (including pursuant to its Designation Letter), in each case strictly in accordance with the terms thereof (such obligations being herein collectively called the “ Guaranteed Obligations ”). The Company hereby further agrees that if any Approved Borrower shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any of the Guaranteed Obligations, the Company will promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal. This is a guarantee of payment and not of collection.

SECTION 4.02 Obligations Unconditional . The obligations of the Company under Section 4.01 are absolute and unconditional irrespective of the value, genuineness, validity, regularity, legality or enforceability of the obligations of any Approved Borrower under this Agreement or any other agreement or instrument referred to herein or therein (including any Designation Letter), or any substitution, release or exchange of any other guarantee of or security for any of the Guaranteed Obligations, and, to the fullest extent permitted by applicable law, irrespective of any other circumstance whatsoever which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor (including any immunity, sovereign or otherwise, to which any Approved Borrower may be entitled), it being the intent of this Section that the obligations of the Company hereunder shall be absolute and unconditional under any and all circumstances. Without limiting the generality of the foregoing, it is agreed that the occurrence of any one or more of the following shall not affect the liability of the Company hereunder:

(h) at any time or from time to time, without notice to the Company, the time for any performance of or compliance with any of the Guaranteed Obligations shall be extended, or such performance or compliance shall be waived;

(i) any of the acts mentioned in any of the provisions of this Agreement or any other agreement or instrument referred to herein or therein shall be amended, done or omitted;

(j) the unenforceability, illegality, invalidity or non-provability of any of the acts mentioned in any of the provisions of this Agreement or any other agreement or instrument referred to herein or therein;

(k) the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce, any rights against, or security over assets of, any Person;

(l) any non-presentation or non-observance of any formality or other requirement in respect of any instrument or any failure to realize the full value of any Guaranteed Obligations;

(m) any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of any Person; or

(n) the maturity of any of the Guaranteed Obligations shall be accelerated, or any of the Guaranteed Obligations shall be modified, supplemented, or amended in any respect, or any right under this

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Agreement or any other agreement or instrument referred to herein or therein shall be waived or any other guarantee of any of the Guaranteed Obligations or any security therefor shall be released or exchanged in whole or in part or otherwise dealt with.

The Company hereby expressly waives diligence, presentment, demand of payment, protest and all notices whatsoever, and any requirement that the Administrative Agent or any Lender exhaust any right, power or remedy or proceed against any Approved Borrower under this Agreement or any other agreement or instrument referred to herein or therein, or against any other Person under any other guarantee of, or security for, any of the Guaranteed Obligations.

SECTION 4.03 Reinstatement . The obligations of the Company under this Article IV shall be automatically reinstated if and to the extent that for any reason any payment by or on behalf of any Approved Borrower in respect of the Guaranteed Obligations is rescinded or must be otherwise restored by any holder of any of the Guaranteed Obligations, whether as a result of any proceedings in bankruptcy or reorganization or otherwise and the Company agrees that it will indemnify the Administrative Agent and each Lender on demand for all reasonable costs and expenses (including fees of counsel) incurred by the Administrative Agent or such Lender in connection with such rescission or restoration.

SECTION 4.04 Subrogation . The Company hereby waives all rights of subrogation or contribution, whether arising by operation of law (including any such right arising under the Bankruptcy Code, as now or hereafter in effect) or otherwise, by reason of any payment by it pursuant to the provisions of this Article IV and further agrees that for the benefit of each of its creditors (including each Lender and the Administrative Agent) that any such payment by it of the Guaranteed Obligations of any Approved Borrower shall constitute a contribution of capital by the Company to such Approved Borrower or, if evidenced by an instrument in form and substance (and containing terms of subordination) satisfactory to the Required Lenders, indebtedness subordinated in right of payment to the principal of and interest (including post-petition interest) on the Loans owing by such Approved Borrower.

SECTION 4.05 Remedies . The Company agrees that, as between the Company and the Lenders, the obligations of any Approved Borrower under this Agreement may be declared to be forthwith due and payable as provided in Article VII (and shall be deemed to have become automatically due and payable in the circumstances provided in Article VII) for purposes of Section 4.01 notwithstanding any stay, injunction or other prohibition preventing such declaration (or such obligations from becoming automatically due and payable) as against any Approved Borrower and that, in the event of such declaration (or such obligations being deemed to have become automatically due and payable), such obligations (whether or not due and payable by such Approved Borrower) shall forthwith become due and payable by the Company for purposes of said Section 4.01.

SECTION 4.06 Continuing Guarantee . The guarantee in this Article IV is a continuing guarantee, and shall apply to all Guaranteed Obligations whenever arising.

ARTICLE V

CONDITIONS

SECTION 5.01 Effective Date . The obligations of the Lenders to make Loans hereunder shall not become effective until the date on which the Administrative Agent (or its counsel) shall have received each of the following documents, each of which shall be satisfactory to the Administrative Agent (and to the extent specified below, to each Lender) in form and substance (or such condition shall have been waived in accordance with Section 9.02):

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(o) Executed Counterparts . From each initial Obligor, a counterpart of this Agreement signed on behalf of such initial

Obligor.

(p) Opinion of Counsel to the Company . A favorable written opinion of (i) Debevoise & Plimpton LLP and (ii) Tong Zou, Senior Counsel - Mergers & Acquisitions of the Company, each of which shall be reasonably satisfactory to the Administrative Agent in form and substance (and the Company hereby instructs such counsel to deliver such opinions to the Lenders and the Administrative Agent).

(q) Corporate Documents . Such documents and certificates as the Administrative Agent, any Lead Arranger or their counsel may reasonably request relating to the organization, existence and good standing of the Obligors, the authorization of the borrowings hereunder by the Company, and the Guarantee of the Guaranteed Obligations by the Company, each of which shall be reasonably satisfactory to the Lead Arrangers in form and substance.

(r) Officer’s Certificate . A certificate, dated the Effective Date and signed by the Chief Executive Officer or Chief Financial Officer or another senior financial officer of the Company, in the form of Exhibit C .

(s) Termination of 2011 Credit Agreement . Evidence that the “Commitments” under and as defined in the 2011 Credit Agreement shall have been terminated and the principal of and interest on all Loans and all other amounts outstanding under the 2011 Credit Agreement shall have been paid in full.

(t) Patriot Act . The Lenders and the Administrative Agent shall have timely received the information required under Section 9.15.

(u) Other Documents . Such other documents as the Administrative Agent or any Lender may reasonably request.

The effectiveness of the obligations of the Lenders to make Loans hereunder shall also be subject to the conditions precedent that:

(i) No Material Adverse Change . Since December 31, 2013, there has been no material adverse change in the consolidated financial condition, operations, business or prospects taken as a whole of the Company and its Subsidiaries from that set forth in the respective financial statements of the Company as at said date (and the Administrative Agent shall have received a certificate to such effect from a senior financial officer of the Company).

(ii) Fees . The Company shall have paid such fees as it shall have agreed to pay to any Lender or the Administrative Agent in connection herewith, including the reasonable fees and expenses of Sidley Austin LLP, special New York counsel to JPMCB, in connection with the negotiation, preparation, execution and delivery of this Agreement and the Loans hereunder (to the extent that statements for such fees and expenses have been delivered to the Company).

The Administrative Agent shall notify in writing the Company and the Lenders of the Effective Date, and such notice shall be conclusive and binding.

SECTION 5.02 Initial Loan to any Approved Borrower . The obligations of the Lenders to make Loans hereunder to any Approved Borrower shall not become effective until the date on which the Administrative Agent shall have received each of the following documents, each of which shall be satisfactory

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to the Administrative Agent (and to the extent specified below, to each Lender) in form and substance (or such condition shall have been waived in accordance with Section 9.02):

(c) Designation Letter . A Designation Letter, duly executed by such Approved Borrower and the Company.

(d) Opinion of Counsel to Approved Borrower . A favorable written opinion (addressed to the Administrative Agent and the Lenders) of counsel for such Approved Borrower, in form and substance satisfactory to the Administrative Agent.

(e) Corporate Documents . Such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of such Approved Borrower, the authorization of the borrowings hereunder by such Approved Borrower and of the guarantee of the obligations of the Approved Borrower hereunder by the Company, all in form and substance satisfactory to the Administrative Agent and its counsel.

(f) Financial Statements . The financial statements of such Approved Borrower required pursuant to the fourth paragraph of such Approved Borrower’s Designation Letter.

(g) Other Documents . Such other documents as the Administrative Agent or any Applicable Lender may reasonably request.

SECTION 5.03 Each Credit Event . The obligation of each Lender to make a Loan on the occasion of any Borrowing is subject to the satisfaction of the following conditions:

(f) the representations and warranties of the Company in Part A of Article III (other than the last sentence of Section 3.02) shall be true and correct on and as of the date of such Borrowing;

(g) in the case of any Borrowing by an Approved Borrower, the representations and warranties of such Approved Borrower in Part B of Article III shall be true and correct on and as of the date of such Borrowing; and

(h) at the time of and immediately after giving effect to such Borrowing, no Default shall have occurred and be continuing.

Each Borrowing shall be deemed to constitute a representation and warranty by the Company and the respective Borrower on the date thereof as to the matters specified in the preceding sentence.

ARTICLE VI

COVENANTS OF THE COMPANY

The Company agrees that, so long as any of the Commitments are in effect and until payment in full of all Loans hereunder, all accrued interest thereon and all other amounts due and payable by any Obligor hereunder:

Part A. Affirmative Covenants .

SECTION 6.01 Financial Statements . The Company shall deliver to the Administrative Agent on behalf of the Lenders (and upon receipt thereof the Administrative Agent shall promptly deliver to the Lenders):

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(h) as soon as available and in any event within 45 days after the end of each of the first three quarters of each fiscal year

of the Company, consolidated statements of earnings and cash flow of the Company and its Consolidated Subsidiaries for such period and for the period from the beginning of the respective fiscal year to the end of such period, and the related consolidated balance sheet as at the end of such period, setting forth in each case in comparative form the corresponding consolidated figures for the corresponding period in the preceding fiscal year, accompanied by a certificate of a senior financial officer of the Company which certificate shall state that said financial statements fairly present, in all material respects, the consolidated financial condition, results of operations and cash flows of the Company and its Consolidated Subsidiaries on a consolidated basis as of and for the periods presented in accordance with GAAP consistently applied;

(i) as soon as available and in any event within 90 days after the end of each fiscal year of the Company, consolidated statements of earnings, cash flows and common shareholders’ equity of the Company and its Consolidated Subsidiaries for such year and the related consolidated balance sheet as at the end of such year, setting forth in each case in comparative form the corresponding consolidated figures for the preceding fiscal year, and accompanied by an unqualified opinion thereon of Deloitte & Touche LLP or any other independent certified public accountants of recognized national standing, which opinion shall state that said consolidated financial statements fairly present, in all material respects, the consolidated financial condition and results of operations and cash flows of the Company and its Consolidated Subsidiaries as at the end of, and for, such fiscal year;

(j) promptly upon their becoming available, notices of the filing of all regular periodic reports which the Company shall have filed with the Securities and Exchange Commission (or any Governmental Authority substituted therefor) or any national securities exchange;

(k) promptly upon the mailing thereof to the shareholders of the Company generally, copies of all financial statements, reports and proxy statements so mailed, provided that , where any such mailed copies shall also have been filed with the Securities and Exchange Commission, the requirements of this paragraph shall be satisfied by the posting of such filings as contemplated below in the last paragraph of this Section;

(l) promptly after the Company knows or has reason to know that any Default has occurred, a notice of such Default describing the same in reasonable detail and, together with such notice or as soon thereafter as possible, a description of the action that the Company has taken and proposes to take with respect thereto;

(m) as soon as available and in any event within 100 days after the end of each fiscal year of each Approved Borrower but only to the extent prepared by the Company or such Approved Borrower, statements of earnings, cash flow and common shareholders’ equity (if any) of such Approved Borrower for such year and the related balance sheet as at the end of such year, setting forth in each case in comparative form the corresponding figures for the preceding fiscal year, accompanied by a certificate of a senior financial officer of the Company, which certificate shall state that said financial statements fairly present the financial condition and results of operations of such Approved Borrower in accordance with generally accepted accounting principles, consistently applied, as at the end of, and for, such fiscal year;

(n) prompt written notice to the Administrative Agent and each of the Lenders upon any officer of the Company becoming aware of any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect; and

(o) from time to time such other information regarding the business, affairs or financial condition of the Company or any of its Material Subsidiaries (including any Plan or Multiemployer Plan and any

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reports or other information required to be filed under ERISA) as the Administrative Agent may reasonably request (on its own behalf or on behalf of any Lender).

The Company will furnish to the Administrative Agent, at the time it furnishes each set of financial statements pursuant to paragraph (a) or (b) above, a certificate of a senior financial officer of the Company (i) to the effect that no Default has occurred and is continuing (or, if any Default has occurred and is continuing, describing the same in reasonable detail and describing the action that the Company has taken and proposes to take with respect thereto) and (ii) setting forth in reasonable detail the computations necessary to determine whether the Company is in compliance with Sections 6.08 and 6.09 as of the end of the respective quarterly fiscal period or fiscal year.

Information required to be delivered pursuant to this Section (other than the certificate described in the preceding paragraph) shall be deemed to have been delivered in accordance with this Section on the date on which such information has been posted (i) on the Company’s website on the Internet, (ii) at www.sec.gov or (iii) at another website identified by the Company in a notice to the Administrative Agent and accessible by the Lenders without charge.

SECTION 6.02 Litigation . The Company will promptly give to the Administrative Agent (and upon receipt thereof the Administrative Agent shall promptly give to the Lenders) notice of all legal or arbitral proceedings, and of all proceedings by or before any governmental or regulatory authority or agency, and any material development in respect of such legal or other proceedings, affecting the Company or any of its Material Subsidiaries, except any proceeding which would not reasonably be expected to result in a Material Adverse Effect. Information required to be delivered pursuant to this Section shall be deemed to have been delivered in accordance with this Section on the date on which such information has been posted (i) on the Company’s website on the Internet, (ii) at www.sec.gov, or (iii) at another website identified by the Company in a notice to the Administrative Agent and accessible by the Lenders without charge.

SECTION 6.03 Corporate Existence, Etc.

(e) The Company will, and will cause each of its Material Subsidiaries to: preserve and maintain its legal existence and all of its material rights, privileges and franchises ( provided that nothing in this Section shall prohibit any transaction expressly permitted under Section 6.06); comply in all material respects with the requirements of all applicable laws, rules, regulations and orders of any Governmental Authority if failure to comply with such requirements would reasonably be expected to result in a Material Adverse Effect; pay and discharge all taxes, assessments and governmental charges or levies imposed on it or on its income or profits or on any of its property prior to the date on which material penalties attach thereto, except for any such tax, assessment, charge or levy the payment of which is being contested in good faith and by proper proceedings and against which adequate reserves are being maintained; maintain all of its properties used or useful in its business in good working order and condition, ordinary wear and tear excepted; provided , however , that the Company or any Subsidiary of the Company may discontinue the maintenance of a property if such discontinuance is, in the opinion of the Company, desirable in the conduct of its business and is not likely to have a Material Adverse Effect; keep proper books of record and account in which entries are made of all dealings and transactions in relation to its business and activities; and upon reasonable advance notice, permit representatives of any Lender or the Administrative Agent, during normal business hours, to examine, copy and make extracts from its books and records, to inspect its properties, and to discuss its business and affairs with its officers, all to the extent reasonably requested by such Lender or the Administrative Agent.

(f) The Company will, and will cause each of its Material Subsidiaries to, (a) comply with all applicable Environmental Laws and obtain and comply with all Permits required by applicable Environmental

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Laws; and (b) conduct and complete all investigations, studies, sampling and testing, and all remedial and other corrective actions as required under any Environmental Laws unless being contested in good faith and by proper proceedings and appropriate reserves are being maintained with respect thereto in accordance with GAAP, except in each case where failure to do so would not reasonably be expected to result in a Material Adverse Effect.

SECTION 6.04 Insurance . The Company will maintain, and will cause each of its Subsidiaries to maintain, insurance underwritten by financially sound and reputable insurers, or self insurance (in accordance with normal industry practice) in such amounts and against such risks as ordinarily is carried or maintained by owners of like businesses and properties in similar circumstances.

SECTION 6.05 Use of Proceeds . The Company will, and will cause each Approved Borrower to, use the proceeds of the Loans made to it hereunder solely for its general corporate purposes (in compliance with all applicable legal and regulatory requirements), including acquisition financing; provided that neither the Administrative Agent nor any Lender shall have any responsibility as to the use of any of such proceeds.

Part B. Negative Covenants .

SECTION 6.06 Prohibition of Fundamental Changes . The Company will not, nor will it permit any of its Material Subsidiaries to, enter into any transaction of merger or consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution). The Company will not, and will not permit any of its Material Subsidiaries to, convey, sell, lease, transfer or otherwise dispose of, in one transaction or a series of transactions, all or substantially all of the business or assets of the Company and its Material Subsidiaries (taken as a whole), whether now owned or hereafter acquired (excluding any inventory or other assets sold or disposed of in the ordinary course of business). Notwithstanding the foregoing provisions of this Section:

(d) any Subsidiary of the Company may be merged or consolidated with or into: (i) the Company if the Company shall be the continuing or surviving corporation or (ii) any other Subsidiary;

(e) any Subsidiary of the Company may sell, lease, transfer or otherwise dispose of any or all of its assets (upon voluntary liquidation or otherwise) to the Company or any other Subsidiary of the Company;

(f) any Subsidiary of the Company may merge or consolidate with any other Person if the surviving Person is a Subsidiary of the Company; and

(g) any Subsidiary may liquidate or dissolve if the Company determines in good faith that such liquidation or dissolution is in the best interests of the Company and is not materially disadvantageous to the Lenders.

SECTION 6.07 Limitation on Liens . The Company will not, nor will it permit any of its Material Subsidiaries to, create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, except:

(g) Liens imposed by any Governmental Authority for taxes, assessments or charges not yet due or which are being contested in good faith and by appropriate proceedings if, unless the amount thereof is not material with respect to it or its financial condition, adequate reserves with respect thereto are maintained on the books of the Company or any of its Material Subsidiaries, as the case may be, in accordance with GAAP;

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(h) carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like Liens arising in the ordinary course

of business which are not overdue for a period of more than 30 days or which are being contested in good faith and by appropriate proceedings;

(i) pledges or deposits under worker’s compensation, unemployment insurance and other social security legislation;

(j) deposits to secure the performance of bids, trade contracts (other than for borrowed money), leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business;

(k) easements, rights-of-way, restrictions and other similar encumbrances incurred in the ordinary course of business and encumbrances consisting of zoning restrictions, easements, licenses, restrictions on the use of property or minor imperfections in title thereto which, in the aggregate, are not material in amount, and which do not in any case materially detract from the value of the property subject thereto or interfere with the ordinary conduct of the business of the Company or any of its Material Subsidiaries;

(l) Liens on assets of Persons that become Subsidiaries of the Company after the date of this Agreement, provided that such Liens are in existence at the time the respective Persons become Subsidiaries of the Company and were not created in anticipation thereof;

(m) Liens upon real and/or tangible personal property acquired after the date hereof (by purchase, construction or otherwise) by the Company or any of its Material Subsidiaries, each of which Liens either (A) existed on such property before the time of its acquisition and was not created in anticipation thereof, or (B) was created solely for the purpose of securing Indebtedness representing, or incurred to finance, refinance or refund, the cost (including the cost of construction) of the respective property; provided in the case of clause (B) that such Lien attaches to such asset within 270 days after the acquisition or completion of construction and commencement of full operations thereof; provided further that no such Lien shall extend to or cover any property of the Company or such Material Subsidiary other than the respective property so acquired and improvements thereon; and provided further , that the principal amount of Indebtedness secured by any such Lien shall at no time exceed 95% of the fair market value (as determined in good faith by a senior financial officer of the Company) of the respective property at the time it was acquired (by purchase, construction or otherwise);

(n) Liens on assets consisting of a capital project and rights related thereto (“ Project Assets ”) securing Indebtedness incurred to finance the acquisition, construction or development of such Project Assets; provided that (x) such Indebtedness is non-recourse to any other assets; (y) the aggregate principal amount of Indebtedness secured by Liens permitted by this paragraph (h) may at no time exceed $200,000,000 and (z) such Liens attach to such Project Assets within two years after the initial acquisition or completion of construction or development of such Project Assets;

(o) Liens upon real and/or personal property of the Company or any Material Subsidiary of the Company in favor of the United States of America or any State thereof, any department, agency or instrumentality or political subdivision of the United States of America or any State thereof, or any bonding authority (including any authority established for the issuance of industrial revenue bonds or similar instruments) to secure partial, progress, or advance or other payments pursuant to any contract or statute or to secure Indebtedness (including, but not limited to, industrial revenue bonds and similar instruments) incurred for the purpose of refinancing all or any part of the purchase price or cost of constructing or improving such property;

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(p) Liens on (i) accounts receivable and related contract rights, letters of credit, accounts and similar assets arising in

connection with any securitization transaction, and (ii) promissory notes, regulatory and any other related assets in connection with any financing transaction, in each case whether denominated as sales or borrowings;

(q) Liens granted to provide security in substitution for collateral presently securing existing Indebtedness, so long as such substitute collateral does not cover any property other than the property securing such existing Indebtedness;

(r) Liens securing judgments up to $200,000,000 for the payment of money in an amount not resulting (whether immediately or with the passage of time) in an Event of Default under subsection (h) of Article VII;

(s) Liens in existence on the date hereof and listed on Schedule IV;

(t) additional Liens upon property, assets or revenues created after the date hereof, provided that the aggregate outstanding Indebtedness secured thereby and incurred on and after the date hereof shall not at any time exceed 10% of Tangible Assets; and

(u) any extension, renewal or replacement of the foregoing, provided , however , that the Liens permitted hereunder shall not be spread to cover any additional Indebtedness or property (other than a substitution of like property);

and provided further that the sale, mortgage or other transfer of timber in connection with an arrangement under which the Company or any of its Subsidiaries is obligated to cut such timber (or any portion thereof) in order to provide the transferee with a specified amount of money (however determined) shall not be deemed to create Indebtedness secured by a Lien hereunder.

SECTION 6.08 Total Debt to Total Capital Ratio . The Company will not at any time permit the ratio of Total Debt to Total Capital to exceed 0.60 to 1.

SECTION 6.09 Minimum Consolidated Net Worth . The Company will not at any time permit Consolidated Net Worth to be less than $9,000,000,000.

ARTICLE VII

EVENTS OF DEFAULT

If one or more of the following events (herein called “ Events of Default ”) shall occur and be continuing:

(i) Any Borrower shall default in the payment when due of any principal of any Loan; or any Borrower shall default in the payment when due of any interest on any Loan or any other amount payable by it hereunder and such default shall continue unremedied for five or more Business Days; or

(j) Any event specified in any note, agreement, indenture or other document evidencing or relating to any Indebtedness (other than (i) Indebtedness hereunder, (ii) Project Indebtedness, or (iii) Indebtedness owed by any Material Subsidiary to the Company) of the Company or any of its Material Subsidiaries aggregating $200,000,000 or more shall occur if the effect of such event is to cause, or (with the giving of any notice or the lapse of time or both) to permit the holder or holders of such Indebtedness

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(or a trustee or agent on behalf of such holder or holders) to cause, such Indebtedness to become due, or to be prepaid in full (whether by redemption, purchase or otherwise), prior to its stated maturity; or

(k) Any representation, warranty or certification made or deemed made herein or in any Designation Letter (or in any modification or supplement hereto or thereto) by any Obligor, or any certificate furnished to any Lender or the Administrative Agent pursuant to the provisions hereof or of any Designation Letter (or thereof), shall prove to have been false or misleading in any material respect as of the time made or furnished; or

(l) The Company shall default in the performance of any of its obligations under any of Sections 6.01(e), 6.06, 6.07, 6.08 or 6.09; or any Obligor shall default in the performance of any of its other obligations in this Agreement and such default shall continue unremedied for a period of thirty days after notice thereof to such Obligor (through notification to the Company) by the Administrative Agent or any Lender (through the Administrative Agent); or

(m) The Company or any of its Material Subsidiaries shall admit in writing its inability to, or be generally unable to, pay its debts as such debts become due; or

(n) The Company or any of its Material Subsidiaries shall (i) apply for or consent to the appointment of, or the taking of possession by, a receiver, custodian, trustee or liquidator of itself or of all or a substantial part of its property, (ii) make a general assignment for the benefit of its creditors, (iii) commence a voluntary case under the Bankruptcy Code (as now or hereafter in effect), (iv) file a petition seeking to take advantage of any other law relating to bankruptcy, insolvency, reorganization, winding-up, or composition or readjustment of debts, (v) fail to controvert in a timely and appropriate manner, or acquiesce in writing to, any petition filed against it in an involuntary case under the Bankruptcy Code, or (vi) take any corporate action for the purpose of effecting any of the foregoing; or

(o) A proceeding or case shall be commenced, without the application or consent of the Company or any of its Material Subsidiaries, in any court of competent jurisdiction, seeking (i) its liquidation, reorganization, dissolution or winding-up, or the composition or readjustment of its debts, (ii) the appointment of a trustee, receiver, custodian, liquidator or the like of the Company or such Material Subsidiary or of all or any substantial part of its assets, or (iii) similar relief in respect of the Company or such Material Subsidiary under any law relating to bankruptcy, insolvency, reorganization, winding-up, or composition or adjustment of debts, and such proceeding or case shall continue undismissed, or an order, judgment or decree approving or ordering any of the foregoing shall be entered and continue unstayed and in effect, for a period of 90 or more days; or an order for relief against the Company or such Material Subsidiary shall be entered in an involuntary case under the Bankruptcy Code; or

(p) A final judgment or judgments for the payment of money in excess of $200,000,000 in the aggregate shall be rendered by a court or courts against the Company and/or any of its Material Subsidiaries and the same shall not be discharged (or provision shall not be made for such discharge), or a stay of execution thereof shall not be procured, within 30 days from the date of entry thereof and the Company or the relevant Material Subsidiary shall not, within said period of 30 days, or such longer period during which execution of the same shall have been stayed, appeal therefrom and cause the execution thereof to be stayed during such appeal; or

(q) An ERISA Event shall have occurred that, when taken together with all other ERISA Events that have occurred, would reasonably be expected to result in a Material Adverse Effect; or

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(r) Any person or group of persons (within the meaning of Section 13 or 14 of the Exchange Act it being agreed that an

employee of the Company or any Consolidated Subsidiary for whom shares are held under an employee stock ownership, employee retirement, employee savings or similar plan and whose shares are voted in accordance with the instructions of such employee shall not be a member of a group of persons within the meaning of said Section 13 or 14 solely because such employee’s shares are held by a trustee under said plan) shall acquire, directly or indirectly, beneficial ownership (within the meaning of Rule 13d-3 promulgated by the Securities Exchange Commission under said Act, as amended) of 35% or more of the outstanding shares of stock of the Company having by the terms thereof ordinary voting power to elect (whether immediately or ultimately) a majority of the board of directors of the Company (irrespective of whether or not at the time stock of any other class or classes of stock of the Company shall have or might have voting power by reason of the happening of any contingency); or

(s) During any period of 24 consecutive calendar months, a majority of the board of directors of the Company shall no longer be composed of individuals (i) who were members of said board of directors on the first day of such period or (ii) whose election or nomination to said board of directors was approved by individuals referred to in clause (j) above constituting at the time of such election or nomination at least a majority of said board of directors; or

(t) Any “Change of Control Triggering Event” (as defined in the Supplemental Indenture dated as of June 10, 2014 between the Company and the Bank of the New York Mellon, as trustee, as, such Supplemental Indenture is in effect on such date) shall occur; or

(u) Article IV of this Agreement shall at any time and for any reason be declared by a court of competent jurisdiction to be null and void, or the Company shall repudiate or deny any portion of its liability or obligation for the obligations of any Approved Borrower hereunder or any of the Guaranteed Obligations;

THEREUPON: (1) in the case of an Event of Default other than one referred to in clause (f) or (g) of this Article VII with respect to any Obligor, (a) the Administrative Agent may and, upon request of Lenders having Revolving Credit Exposures and unused Commitments representing more than 50% of the sum of the total Revolving Credit Exposures and unused Commitments at such time, shall, by notice to the Company, cancel the Commitments and they shall thereupon terminate, and (b) the Administrative Agent may and, upon request of Lenders holding more than 50% of the aggregate unpaid principal amount of the Loans (including Competitive Loans) shall, by notice to the Company, declare the principal amount then outstanding of, and the accrued interest on, the Loans and all other amounts payable by the Obligors hereunder (including any amounts payable under Section 2.14) to be forthwith due and payable, whereupon such amounts shall be immediately due and payable without presentment, demand, protest or other formalities of any kind, all of which are hereby expressly waived by each Obligor; and (2) in the case of the occurrence of an Event of Default referred to in clause (f) or (g) of this Article VII with respect to any Obligor, the Commitments shall automatically be canceled and the principal amount then outstanding of, and the accrued interest on, the Loans and all other amounts payable by the Obligors hereunder (including any amounts payable under Section 2.14) shall automatically become immediately due and payable without presentment, demand, protest or other formalities of any kind, all of which are hereby expressly waived by each Obligor.

ARTICLE VIII

THE ADMINISTRATIVE AGENT

Each of the Lenders hereby irrevocably appoints the Administrative Agent as its agent and authorizes the Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to

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the Administrative Agent by the terms hereof, together with such actions and powers as are reasonably incidental thereto.

The Person serving as the Administrative Agent hereunder shall have the same rights and powers in its capacity as a Lender as any other Lender and may exercise the same as though it were not the Administrative Agent, and such Person and its Affiliates may accept deposits from, lend money to and generally engage in any kind of business with the Company or any Subsidiary or other Affiliate thereof as if it were not the Administrative Agent hereunder.

The Administrative Agent shall not have any duties or obligations except those expressly set forth herein. Without limiting the generality of the foregoing, (a) the Administrative Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing, (b) the Administrative Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby that the Administrative Agent is required to exercise in writing as directed by the Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein); provided that the Administrative Agent shall not be required to take any action that, in its judgment or the judgment of its counsel, may expose the Administrative Agent to liability or that is contrary to this Agreement or applicable Requirements of Law, and (c) except as expressly set forth herein, the Administrative Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Company or any of its Subsidiaries that is communicated to or obtained by the bank serving as Administrative Agent or any of its Affiliates in any capacity. The Administrative Agent shall not be liable for any action taken or not taken by it with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein) or in the absence of its own gross negligence or willful misconduct. The Administrative Agent shall be deemed not to have knowledge of any Default unless and until written notice thereof is given to the Administrative Agent by the Company or a Lender, and the Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this Agreement, (ii) the contents of any certificate, report or other document delivered hereunder or in connection herewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement or any other agreement, instrument or document, or (v) the satisfaction of any condition set forth in Article V or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent.

The Administrative Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing believed by it to be genuine and to have been signed or sent by the proper Person. The Administrative Agent also may rely upon any statement made to it orally or by telephone and believed by it to be made by the proper Person, and shall not incur any liability for relying thereon. The Administrative Agent may consult with legal counsel (who may be counsel for the Company), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts.

The Administrative Agent may perform any and all its duties and exercise its rights and powers by or through any one or more sub-agents appointed by the Administrative Agent. The Administrative Agent and any such sub-agent may perform any and all its duties and exercise its rights and powers through their respective Related Parties. The exculpatory provisions of the preceding paragraphs shall apply to any such sub-agent and to the Related Parties of the Administrative Agent and any such sub-agent, and shall apply to

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their respective activities in connection with the syndication of the credit facilities provided for herein as well as activities as Administrative Agent.

The Administrative Agent may resign at any time by notifying the Lenders and the Company. Upon any such resignation, the Required Lenders shall have the right to appoint a successor, subject to the consent of the Company (which consent shall not be unreasonably withheld or delayed), provided that the Company’s consent shall not be required if an Event of Default has occurred and is continuing. If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent shall, on behalf of the Lenders, appoint a successor Administrative Agent, subject to the consent of the Company (which consent shall not be unreasonably withheld or delayed), provided that the Company’s consent shall not be required if an Event of Default has occurred and is continuing. If the Administrative Agent notifies the Company that no Person has accepted such appointment, then such resignation shall nonetheless become effective and (1) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and (2) the Required Lenders shall perform the duties of the Administrative Agent (and all payments and communications provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender directly) until such time as the Required Lenders appoint a successor agent as provided for above in this paragraph. If the Person serving as Administrative Agent is a Defaulting Lender pursuant to clause (e)(ii) of the definition thereof, the Required Lenders may, to the extent permitted by applicable law, by notice in writing to the Company and such Person remove such Person as Administrative Agent and, subject to the consent of the Company (which consent shall not be unreasonably withheld or delayed), provided that the Company’s consent shall not be required if an Event of Default has occurred and is continuing, appoint a successor. If no such successor shall have been so appointed and shall have accepted such appointment within 30 days (the “Removal Effective Date ”), then such removal shall nonetheless become effective in accordance with such notice on the Removal Effective Date. Upon the acceptance of its appointment as Administrative Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring (or retired) or removed Administrative Agent and the retiring or removed Administrative Agent shall be discharged from its duties and obligations hereunder (if not already discharged therefrom as provided above in this paragraph). The fees payable by the Company to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Company and such successor. After the Administrative Agent’s resignation or removal hereunder, the provisions of this Article VIII and Section 9.03 shall continue in effect for the benefit of such retiring or removed Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while it was acting as Administrative Agent.

Each Lender acknowledges and agrees that the extensions of credit made hereunder are commercial loans and not investments in a business enterprise or securities. Each Lender further represents that it is engaged in making, acquiring or holding commercial loans in the ordinary course of its business and has, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement as a Lender, and to make, acquire or hold Loans hereunder. Each Lender also acknowledges that it will, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information (which may contain material, non-public information within the meaning of the United States securities laws concerning the Company and its Affiliates) as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement, any related agreement or any document furnished hereunder or thereunder and in deciding whether or to the extent to which it will continue as a lender or assign or otherwise transfer its rights, interests and obligations hereunder.

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None of the Lenders or their Affiliates, if any, identified in this Agreement as a Lead Arranger or Syndication Agent shall

have any right, power, obligation, liability, responsibility or duty under this Agreement other than, in the case of Lenders, those applicable to all Lenders as such. Without limiting the foregoing, none of the Lead Arrangers, the Syndication Agent or such Lenders shall have or be deemed to have a fiduciary relationship with any Lender. Each Lender hereby makes the same acknowledgments with respect to the relevant Lenders and their Affiliates in their respective capacities as Lead Arrangers or Syndication Agent, as applicable, as it makes with respect to the Administrative Agent in the preceding paragraph.

ARTICLE IX

MISCELLANEOUS

SECTION 9.01 Notices .

(g) Except in the case of notices and other communications expressly permitted to be given by telephone (and subject to paragraph (b) below), all notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by telecopy, as follows:

(i) if to the Company or to any Borrower at Office of the Treasurer, International Paper Company, 6400 Poplar Avenue, Memphis, TN 38197 (Telecopy No. (901) 419-4539; Telephone No. (901) 419-4740); with a copy to the Office of the General Counsel, 6400 Poplar Avenue, Memphis, TN 38197 (Telecopy No. (901) 214-0647; Telephone No. (901) 419-3817);

(ii) if to the Administrative Agent, to JPMCB, Loan and Agency Services – 500 Stanton Christiana Road, Floor 3, Ops 2, Newark, Delaware 19713, Attention of Rea Seth (Telecopy No. (302) 634-1417 and Telephone No. (302) 634-1867); provided that, in the case of any notice that relates to a Loan denominated in a Foreign Currency, a copy thereof shall be delivered to J.P. Morgan Europe Limited, 25 Bank Street, Canary Wharf, London E14 5JP, Attention of The Manager, Loan & Agency Services (Telecopy No. 011 44 207 777 2360); and

(iii) if to a Lender, to it at its address (or telecopy number) set forth in its Administrative Questionnaire.

Any party hereto may change its address or telecopy number for notices and other communications hereunder by notice to the other parties hereto (or, in the case of any such change by a Lender, by notice to the Company and the Administrative Agent). All notices and other communications given to any party hereto in accordance with the provisions of this Agreement shall be deemed to have been given on the date of receipt; provided, if any notice or other communication is received after a recipient’s normal business hours, such notice or other communication shall be deemed received upon the opening of the next Business Day. Each Approved Borrower hereby agrees that any notice or other communication provided for herein to be given by or to such Approved Borrower may be given by or to the Company on behalf of such Approved Borrower in the manner specified above and neither the Administrative Agent nor any Lender shall be required to accept as effective any notice or other communication purporting to have been issued directly by an Approved Borrower (and not by the Company on behalf of such Approved Borrower).

Notices and other communications to the Lenders hereunder may be delivered or furnished by using Electronic Systems pursuant to procedures approved by the Administrative Agent; provided that the foregoing shall not apply to notices pursuant to Article II unless otherwise agreed by the Administrative Agent and the

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applicable Lender. The Administrative Agent or the Company may, in its discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it; provided that approval of such procedures may be limited to particular notices or communications.

(h) Platform . Each Obligor further agrees that Administrative Agent may make all information, documents and other materials that it is obligated to furnish to the Administrative Agent or the Lenders pursuant to this Agreement, including all notices, demands, communications, requests, documents, financial statements, financial and other reports, certificates and other information materials (collectively, the “ Communications ”) available to the Lenders by posting the Communications on Debt Domain, Intralinks, Syndtrak, ClearPar or a substantially similar Electronic System (the “ Platform ”). The Platform is provided “as is” and “as available.” The Agent Parties do not warrant the accuracy or completeness of the Communications, or the adequacy of the Platform and expressly disclaim liability for errors or omissions in the Communications. No warranty of any kind, express, implied or statutory, including, without limitation, any warranty of merchantability, fitness for a particular purpose, non-infringement of third party rights or freedom from viruses or other code defects, is made by any Agent Party in connection with the Communications or the Platform. In no event shall the Administrative Agent or any of its Related Parties (collectively, the “ Agent Parties ”) have any liability to the Obligors, any Lender or any other Person for damages of any kind, including direct or indirect, special, incidental or consequential damages, losses or expenses (whether in tort, contract or otherwise) arising out of any Obligor’s or the Administrative Agent’s transmission of Communications through the Platform, except to the extent the liability of such Person is found in a final non-appealable judgment by a court of competent jurisdiction to have resulted from such Person’s gross negligence or willful misconduct.

Each Lender agrees that notice to it (as provided in the next sentence) (a “ Notice ”) specifying that any Communications have been posted to the Platform shall constitute effective delivery of such information, documents or other materials to such Lender for purposes of this Agreement; provided that if requested by any Lender the Administrative Agent shall deliver a copy of the Communications to such Lender by email or telecopier. Each Lender agrees (i) to notify the Administrative Agent in writing of such Lender’s e-mail address to which a Notice may be sent by electronic transmission (including by electronic communication) on or before the date such Lender becomes a party to this Agreement (and from time to time thereafter to ensure that the Administrative Agent has on record an effective e-mail address for such Lender) and (ii) that any Notice may be sent to such e-mail address.

(i) Public/Private . Each Obligor hereby authorizes the Administrative Agent to distribute (i) to Private Siders all Communications and (ii) to Public Siders such Communications and only such Communications that the Company clearly identifies in writing as being available for communication to Public Siders (“ Public Sider Communications ”). The Company represents and warrants that no Public Sider Communication contains or will contain any MNPI. “ Private Siders ” means Lenders’employees and representatives who have declared that they are authorized to receive MNPI. “ Public Siders ” means Lenders’employees and representatives who have not declared that they are authorized to receive MNPI; it being understood that Public Siders may be engaged in investment and other market-related activities with respect to the Company or its Affiliates’ securities or loans. “ MNPI ” means material non-public information (within the meaning of United States federal securities laws) with respect to the Company, its Affiliates and any of their respective securities.

Each Lender acknowledges that United States federal and state securities laws prohibit any Person from purchasing or selling securities on the basis of material, non-public information concerning the issuer of such securities or, subject to certain limited exceptions, from communicating such information to any

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other Person. Each Lender confirms that it has developed procedures to ensure compliance with these securities laws.

Each Lender acknowledges that circumstances may arise that require it to refer to Communications that may contain MNPI. Accordingly, each Lender agrees that it will designate at least one individual to receive Private Sider Communications on its behalf in compliance with its procedures and applicable law and identify such designee (including such designee’s contact information) on such Lender’s Administrative Questionnaire. Each Lender agrees to notify the Administrative Agent from time to time of such Lender’s designee’s e-mail address to which notice of the availability of Private Sider Communications may be sent by electronic transmission.

Each Lender that elects not to be given access to Private Sider Communications does so voluntarily and, by such election, acknowledges and agrees that the Administrative Agent and other Lenders may have access to Private Sider Communications that such electing Lender does not have, and takes sole responsibility for the consequences of, and waives any and all claims based on or arising out of, not having access to Private Sider Communications.

SECTION 9.02 Waivers; Amendments .

(d) No Deemed Waivers; Remedies Cumulative . No failure or delay by the Administrative Agent or any Lender in exercising any right or power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative Agent and the Lenders hereunder are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or consent to any departure by any Obligor therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan shall not be construed as a waiver of any Default, regardless of whether the Administrative Agent or any Lender may have had notice or knowledge of such Default at the time.

(e) Amendments . Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by (x) each Borrower and (y) the Required Lenders or the Administrative Agent with the consent of the Required Lenders; provided that no such agreement shall

(vi) increase the Commitment of any Lender without the written consent of such Lender,

(vii) reduce the principal amount of any Loan or reduce the rate of interest thereon, or reduce any fees payable hereunder, without the written consent of each Lender directly affected thereby,

(viii) postpone the scheduled date of payment of the principal amount of any Loan, or any interest thereon, or any fees payable hereunder, or reduce the amount of, waive or excuse any such payment, or postpone the scheduled date of expiration of any Commitment, without the written consent of each Lender affected thereby,

(ix) alter the manner in which payments or prepayments of principal, interest or other amounts hereunder, or reductions of Commitments, shall be applied as among the Lenders or Types or Classes of Loans, without the written consent of each Lender affected thereby, or

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(x) change any of the provisions of this Section or the percentage in the definition of the term “Required

Lenders” or any other provision hereof specifying the number or percentage of Lenders required to waive, amend or modify any rights hereunder or make any determination or grant any consent hereunder or release or limit the Company’s obligations (including, without limitation, those obligations under Article IV hereof) in respect of any Approved Borrower, without the written consent of each Lender;

and provided further that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent hereunder without the prior written consent of the Administrative Agent.

(f) Notwithstanding the foregoing, this Agreement may be amended (or amended and restated) with the written consent of the Required Lenders, the Administrative Agent and the Borrowers (x) to add one or more credit facilities to this Agreement and to permit extensions of credit from time to time outstanding thereunder and the accrued interest and fees in respect thereof to share ratably in the benefits of this Agreement with the Loans and the accrued interest and fees in respect thereof and (y) to include appropriately the Lenders holding such credit facilities in any determination of the Required Lenders and Lenders.

SECTION 9.03 Expenses; Indemnity; Damage Waiver .

(h) Costs and Expenses . The Company shall pay (i) all reasonable out-of-pocket expenses incurred by the Administrative Agent, the Lead Arrangers and their respective Affiliates, including the reasonable fees, charges and disbursements of one primary counsel (in addition to one local counsel per jurisdiction) for the Administrative Agent and the Lead Arrangers, in connection with the syndication and distribution (including, without limitation, via the internet or through a service such as Intralinks) of the credit facilities provided for herein, the preparation and administration of this Agreement or any proposed or effective amendments, modifications or waivers of the provisions hereof (whether or not the transactions contemplated hereby or thereby shall be consummated) and (ii) all out-of-pocket expenses incurred by the Administrative Agent, the Lead Arrangers or any Lender, including the fees, charges and disbursements of any counsel for the Administrative Agent, the Lead Arrangers or any Lender, in connection with the enforcement or protection of its rights in connection with this Agreement, including its rights under this Section, or in connection with the Loans made hereunder, including in connection with any workout, restructuring or negotiations in respect thereof.

(i) Indemnification by the Company . The Company shall indemnify the Administrative Agent, the Lead Arrangers and each Lender, and each Related Party of any of the foregoing Persons (each such Person being called an “ Indemnitee ”) against, and to hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including the fees, charges and disbursements of any counsel for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement or any agreement or instrument contemplated hereby, the performance by the parties hereto of their respective obligations hereunder or the consummation of the transactions contemplated hereby, (ii) any Loan or the use of the proceeds therefrom, (iii) any actual or alleged presence or Release of Hazardous Materials on, at, under or from any property or facility owned or operated by the Company or any of its Subsidiaries, or any liability arising under any Environmental Law related in any way to the Company or any of its Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence, bad faith or willful misconduct of such Indemnitee. This Section 9.03(b) shall

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not apply with respect to Taxes other than any Taxes that represent losses or damages arising from any non-Tax claim.

(j) Reimbursement by Lenders . To the extent that the Company fails to pay any amount required to be paid by it to the Administrative Agent and the Lead Arrangers under paragraph (a) or (b) of this Section, each Lender severally agrees to pay to the Administrative Agent and the Lead Arrangers such Lender’s Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount (it being understood that the Company’s failure to pay any such amount shall not relieve the Borrowers of any default in the payment thereof); provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent and the Lead Arrangers, as applicable, in their respective capacities as such.

(k) Waiver of Consequential Damages, Etc . To the extent permitted by applicable law, no Obligor shall assert, and hereby waives, any claim against any Indemnitee (i) for any damages arising from the use by others of information or other materials obtained through telecommunications, electronic or other information transmission systems (including the Internet), except to the extent of direct or actual damages that have resulted from the willful misconduct, bad faith or gross negligence of such Indemnitee or any Related Person of such Indemnitee (as determined by a court of competent jurisdiction in a final and nonappealable judgment), or (ii) on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement or any agreement or instrument contemplated hereby, the transactions contemplated hereby, any Loan or the use of the proceeds thereof.

(l) Payments . All amounts due under this Section shall be payable promptly after written demand therefor.

SECTION 9.04 Successors and Assigns .

(v) Successors Generally . The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that (i) no Obligor may assign or otherwise transfer any of its rights or obligations hereunder without the prior consent of each Lender (and any attempted assignment or transfer by any Obligor without such consent shall be null and void) and (ii) no Lender may assign or otherwise transfer its rights or obligations hereunder except in accordance with this Section. Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, the Lead Arrangers, Participants (to the extent provided in paragraph (c) of this Section) and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent, the Lead Arrangers and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.

(w) Assignments by Lenders .

(i) Assignments Generally . Subject to the conditions set forth in paragraph (b)(ii) below, any Lender may assign to one or more Persons (other than an Ineligible Institution) all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it) with the prior written consent of:

(A) the Company (such consent not to be unreasonably withheld; provided that the Company shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within five (5) Business Days

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after having received notice thereof), provided that no consent of the Company shall be required for an assignment to a Lender, an Affiliate of a Lender, an Approved Fund or, if an Event of Default referred to in clause (a), (e), (f) or (g) of Article VII has occurred and is continuing, any other assignee; and

(B) the Administrative Agent (such consent not to be unreasonably withheld).

(ii) Certain Conditions to Assignments . Assignments shall be subject to the following additional conditions:

(A) except in the case of an assignment to a Lender or an Affiliate (or Approved Fund) of a Lender or an assignment of the entire remaining amount of the assigning Lender’s Commitment or Loans of any Class, the amount of the Commitment or Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent) shall not be less than $5,000,000, unless each of the Company and the Administrative Agent otherwise consent, provided that no such consent of the Company shall be required if an Event of Default has occurred and is continuing,

(B) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement, provided that this clause shall not be construed to prohibit the assignment of a proportionate part of all the assigning Lender’s rights and obligations in respect of one Class of Commitments or Loans,

(C) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500, and

(D) the assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire.

(iii) Effectiveness of Assignments . Subject to acceptance and recording thereof pursuant to paragraph (b)(iv) of this Section, from and after the effective date specified in each Assignment and Assumption, the assignee thereunder shall be a party hereto and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement in addition to any rights and obligations theretofore held by it as a Lender, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of and subject to the obligations of Sections 2.13, 2.14, 2.15, 2.16, 9.03 and 9.12). Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this paragraph (b) shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with paragraph (c) of this Section.

(iv) Maintenance of Register . The Administrative Agent, acting for this purpose as an agent of the Obligors, shall maintain at one of its offices in The City of New York a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitment of, and principal amount and stated interest of the

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Loans owing to, each Lender pursuant to the terms hereof from time to time (the “ Register ”). The entries in the Register shall be conclusive, and the Obligors, the Administrative Agent and the Lenders may treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by the Obligors and any Lender, at any reasonable time and from time to time upon reasonable prior notice.

(v) Acceptance of Assignments by Administrative Agent . Upon its receipt of a duly completed Assignment and Assumption executed by an assigning Lender and an assignee, the assignee’s completed Administrative Questionnaire (unless the assignee shall already be a Lender hereunder), the processing and recordation fee referred to in paragraph (b)(ii)(C) of this Section and any written consent to such assignment required by paragraph (b)(i) of this Section, the Administrative Agent shall accept such Assignment and Assumption and record the information contained therein in the Register. No assignment shall be effective for purposes of this Agreement unless it has been recorded in the Register as provided in this paragraph.

(x) Participations.

(i) Participations Generally . Any Lender may, without the consent of the Company or the Administrative Agent sell participations to one or more banks or other entities (a “ Participant ”), other than an Ineligible Institution, in all or a portion of such Lender’s rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans owing to it); provided that (A) such Lender’s obligations under this Agreement shall remain unchanged, (B) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (C) the Obligors, the Administrative Agent and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver described in the first proviso to Section 9.02(b), that affects such Participant. Subject to paragraph (c)(ii) of this Section, the Company agrees that each Participant shall be entitled to the benefits of and subject to the obligations under Sections 2.13, 2.14, 2.15 and 2.16 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section; provided that such Participant agrees to be subject to the provisions of Sections 2.17 and 2.18 as if it were an assignee under paragraph (b) of this Section. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 9.08 as though it were a Lender, provided such Participant agrees to be subject to Section 2.17(d) as though it were a Lender. Notwithstanding anything in this paragraph to the contrary, any bank that is a member of the Farm Credit System that (a) has purchased a participation from CoBank in the minimum amount of $5,000,000 on or after the Effective Date, (b) is, by written notice to the Company and the Administrative Agent (“ Voting Participant Notification ”), designated by CoBank as being entitled to be accorded the rights of a voting participant hereunder (any bank that is a member of the Farm Credit System so designated being called a “ Voting Participant ”) and (c) receives prior written consent of the Company and the Administrative Agent to become a Voting Participant, shall be entitled to vote (and the voting rights of CoBank shall be correspondingly reduced), on a dollar-for-dollar basis, as if such participant were a Lender, on any matter requiring or allowing a Lender to provide or withhold its consent, or to otherwise vote on any proposed action. To be effective, each Voting Participant Notification shall, with respect to any Voting Participant, (i) state the full name, as well as all contact

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information required of assignee as set forth in Exhibit A hereto and (ii) state the Dollar amount of the participation purchased. Notwithstanding the foregoing, each of the following members of the Farm Credit System shall be a Voting Participant without delivery of a Voting Participant Notification and without the prior written consent of the Company and the Administrative Agent: (i) 1 st Farm Credit Services, FLCA, (ii) American AgCredit, FLCA, (iii) AgFirst Farm Credit Bank, (iv) United FCS, FLCA dba FCS Commercial Finance Group, (v) Farm Credit West, FLCA, (vi) Farm Credit Bank of Texas, (vii) Farm Credit Mid-America, FLCA, (viii) Farm Credit of New Mexico, FLCA, a wholly owned subsidiary of Farm Credit of New Mexico, ACA, (ix) Farm Credit Services of America, FLCA and (x) Northwest Farm Credit Services, FLCA. The Company and the Administrative Agent shall be entitled to conclusively rely on information contained in notices delivered pursuant to this paragraph.

(ii) Limitations on Rights of Participants . A Participant shall not be entitled to receive any greater payment under Section 2.13, 2.15 or 2.16 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with the Company’s prior written consent. A Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Section 2.15 unless the Company is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Obligors, to comply with Section 2.15(e) as though it were a Lender (it being understood that the documentation required under Section 2.15 shall be delivered to the participating Lender). Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the Company, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant's interest in the Loans or other obligations under this Agreement (the “ Participant Register ”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register to any Person (including the identity of any Participant or any information relating to a Participant’s interest in any Commitments, Loans or its other obligations under any this Agreement) except to the extent that such disclosure is necessary to establish that such Commitment, Loan or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary.

(y) Certain Pledges . Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement to secure obligations of such Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank or any other central bank having jurisdiction over such Lender, and this Section shall not apply to any such pledge or assignment of a security interest; provided that no such pledge or assignment of a security interest shall release a Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto.

SECTION 9.05 Survival . All covenants, agreements, representations and warranties made by any Obligor herein and in the certificates or other instruments delivered in connection with or pursuant to this Agreement shall be considered to have been relied upon by the other parties hereto and shall survive the execution and delivery of this Agreement and the making of any Loans, regardless of any investigation made by any such other party or on its behalf and notwithstanding that the Administrative Agent or any Lender may have had notice or knowledge of any Default or incorrect representation or warranty at the time any credit is extended hereunder, and shall continue in full force and effect as long as the principal of or any accrued interest on any Loan or any fee or any other amount payable under this Agreement is outstanding and unpaid and so long as the Commitments have not expired or terminated. The provisions of Sections

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2.13, 2.14, 2.15, 2.16 and 9.03 and Article VIII shall survive and remain in full force and effect regardless of the consummation of the transactions contemplated hereby, the repayment of the Loans, the expiration or termination of the Commitments or the termination of this Agreement or any provision hereof.

SECTION 9.06 Counterparts; Integration; Effectiveness . This Agreement may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Agreement and any separate letter agreements with respect to fees payable to the Administrative Agent constitute the entire contract between and among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. Except as provided in Section 4.01, this Agreement shall become effective when it shall have been executed by the Administrative Agent and when the Administrative Agent shall have received counterparts hereof which, when taken together, bear the signatures of each of the other parties hereto, and thereafter shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. Delivery of an executed counterpart of a signature page of this Agreement by telecopy, e-mailed .pdf or any other electronic means that reproduces an image of the actual executed signature page shall be effective as delivery of a manually executed counterpart of this Agreement.

SECTION 9.07 Severability . Any provision of this Agreement held to be invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the remaining provisions hereof; and the invalidity of a particular provision in a particular jurisdiction shall not invalidate such provision in any other jurisdiction.

SECTION 9.08 Right of Setoff . If an Event of Default shall have occurred and be continuing, each Lender is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by such Lender to or for the credit or the account of any Obligor against any of and all the obligations of such Obligor now or hereafter existing under this Agreement held by such Lender, irrespective of whether or not such Lender shall have made any demand under this Agreement and although such obligations may be unmatured. The rights of each Lender under this Section are in addition to other rights and remedies (including other rights of setoff) which such Lender may have.

SECTION 9.09 Governing Law; Jurisdiction; Etc.

(e) Governing Law . This Agreement and each Designation Letter shall be construed in accordance with and governed by the law of the State of New York.

(f) Submission to Jurisdiction; Waivers . Each party hereto hereby irrevocably and unconditionally:

(i) submits for itself and its property in any legal action or proceeding relating to this Agreement and the other Loan Documents to which it is a party to the exclusive general jurisdiction of the Supreme Court of the State of New York for the County of New York, Borough of Manhattan (the “ New York Supreme Court ”), and the United States District Court for the Southern District of New York (the “ Federal District Court ,” and together with the New York Supreme Court, the “ New York Courts ”) and appellate courts from either of them; provided that nothing in this Agreement shall be deemed or operate to preclude (i) any party from bringing any legal action or proceeding in any jurisdiction for the recognition and enforcement of any judgment, (ii) if all such New York Courts decline jurisdiction over any Person, or decline (or in the case of the Federal District Court, lack)

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jurisdiction over any subject matter of such action or proceeding, a legal action or proceeding may be brought with respect thereto in another court having jurisdiction and (iii) in the event a legal action or proceeding is brought against any party hereto or involving any of its assets or property in another court (without any collusive assistance by such party or any of its Subsidiaries or Affiliates), such party from asserting a claim or defense (including any claim or defense that this Section 9.09(b)(i) would otherwise require to be asserted in a legal proceeding in a New York Court) in any such action or proceeding;

(ii) consents that any such action or proceeding may be brought in such courts and waives any objection that it may now or hereafter have to the venue of any such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient forum and agrees not to plead or claim the same;

(iii) agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to the Company, the applicable Lender or the Administrative Agent, as the case may be, at the address specified in Section 9.01(a) or at such other address of which the Administrative Agent, any such Lender and the Company shall have been notified pursuant thereto (and for such purpose, each Approved Borrower hereby irrevocably appoints the Company as its authorized agent to accept such service of process in New York with respect to this Agreement and its Designation Letter); and

(iv) agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by law or (subject to Section 9.09(b)(i) above) shall limit the right to sue in any other jurisdiction.

SECTION 9.10 Waiver Of Jury Trial . EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MA Y HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BA SED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK T O ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERE TO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL W AIVERS AND CERTIFICATIONS IN THIS SECTION.

SECTION 9.11 Headings . Article and Section headings and the Table of Contents used herein are for convenience of reference only, are not part of this Agreement and shall not affect the construction of, or be taken into consideration in interpreting, this Agreement.

SECTION 9.12 Treatment of Certain Information; Confidentiality .

(a) Treatment of Certain Information . Each Obligor acknowledges that from time to time financial advisory, investment banking and other services may be offered or provided to the Company or one or more of its Subsidiaries (in connection with this Agreement or otherwise) by any Lender or by one or more subsidiaries or affiliates of such Lender and each Obligor hereby authorizes each Lender to share any information delivered to such Lender by the Company and its Subsidiaries pursuant to this Agreement, or in connection with the decision of such Lender to enter into this Agreement, to any such subsidiary or

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affiliate, it being understood that any such subsidiary or affiliate receiving such information shall be bound by the provisions of paragraph (b) of this Section as if it were a Lender hereunder. Such authorization shall survive the repayment of the Loans, the expiration or termination of the Commitments or the termination of this Agreement or any provision hereof.

(b) Confidentiality . Each of the Administrative Agent and the Lenders agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (i) to its and its Affiliates’ directors, officers, employees and agents, including accountants, legal counsel and other advisors (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (ii) to the extent requested by any regulatory authority or self-regulatory body (including any self-regulatory authority, such as the National Association of Insurance Commissioners), (iii) to the extent required by applicable laws or regulations or by any subpoena or similar legal process, (iv) to any other party to this Agreement, (v) in connection with the exercise of any remedies hereunder or any suit, action or proceeding relating to this Agreement or the enforcement of rights hereunder, (vi) subject to an agreement containing provisions substantially the same as those of this paragraph, to any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement, (vii) with the consent of the Company or (viii) to the extent such Information (A) becomes publicly available other than as a result of a breach of this paragraph or (B) becomes available to the Administrative Agent or any Lender on a nonconfidential basis from a source other than the Company. For the purposes of this paragraph, “ Information ” means all information received from any Obligor relating to the Company or any of its Subsidiaries (or their business) or obtained by the Administrative Agent or any Lender from a review of the books and records of the Company or any of its Subsidiaries, other than any such information that is available to the Administrative Agent or any Lender on a nonconfidential basis prior to disclosure by such Obligor; provided that, in the case of information received from an Obligor after the date hereof, such information is clearly identified at the time of delivery as confidential. Any Person required to maintain the confidentiality of Information as provided in this Section shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information.

SECTION 9.13 European Monetary Union .

(d) Definitions . As used herein, the following terms shall have the following meanings:

“ EMU ” means economic and monetary union as contemplated in the Treaty on European Union.

“ EMU Legislation ” means legislative measures of the European Council for the introduction of, changeover to or operation of a single or unified European currency (whether known as the euro or otherwise), being in part the implementation of the third stage of EMU.

“ Euros ” means the single currency of Participating Member States of the European Union, which shall be a Foreign Currency under this Agreement.

“ National Currency ” means the Currency, other than the Euro, of a Participating Member State.

“ Participating Member State ” means each state so described in any EMU Legislation.

“ Target Operating Day ” means any day on which the Trans-European Automated Real-time Gross Settlement Express Transfer (TARGET2) payment system (or, if such payment system ceases to be operative,

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such other payment system (if any) reasonably determined by the Administrative Agent to be a suitable replacement) for the settlement of payments in Euros is open for the settlement of payments in Euros.

“ Treaty on European Union ” means the Treaty of Rome of March 25, 1957, as amended by the Single European Act 1986 and the Maastricht Treaty (which was signed at Maastricht on February 7, 1992, and came into force on November 1, 1993), as amended from time to time.

(e) Effectiveness of Provisions . The provisions of paragraphs (c) through (h) of this Section shall be effective on the date hereof, provided that, if and to the extent that any such provision relates to any state (or the Currency of such state) that is not a Participating Member State on the date hereof, such provision shall become effective in relation to such state (and such Currency) at and from the date on which such state becomes a Participating Member State.

(f) Redenomination and Alternative Currencies . Each obligation under this Agreement of a party to this Agreement which has been denominated in the National Currency of a state that is not a Participating Member State on the date hereof shall, effective upon the date on which such state becomes a Participating Member State, be redenominated in Euros in accordance with EMU Legislation; provided that, if and to the extent that any EMU Legislation provides that an amount denominated either in Euros or in the National Currency of a Participating Member State and payable within the Participating Member State by crediting an account of the creditor can be paid by the debtor either in Euros or in such National Currency, any party to this Agreement shall be entitled to pay or repay any such amount either in Euros or in such National Currency.

(g) Payments by the Administrative Agent Generally . With respect to the payment of any amount denominated in Euros or in a National Currency, the Administrative Agent shall not be liable to any Borrower or any of the Lenders in any way whatsoever for any delay, or the consequences of any delay, in the crediting to any account of any amount required by this Agreement to be paid by the Administrative Agent if the Administrative Agent shall have taken all relevant steps to achieve, on the date required by this Agreement, the payment of such amount in immediately available, freely transferable, cleared funds (in Euros or in such National Currency, as the case may be) to the account of any Lender in the Principal Financial Center in the Participating Member State which such Borrower or such Lender, as the case may be, shall have specified for such purpose. For the purposes of this paragraph, “all relevant steps” means all such steps as may be prescribed from time to time by the regulations or operating procedures of such clearing or settlement system as the Administrative Agent may from time to time determine for the purpose of clearing or settling payments in Euros or such National Currency.

(h) Certain Rate Determinations . For the purposes of determining the date on which the Eurocurrency Rate is determined under this Agreement for the Interest Period for any Borrowing denominated in Euros (or in any National Currency), references in this Agreement to Business Days shall be deemed to be references to Target Operating Days.

(i) Basis of Accrual . If the basis of accrual of interest or fees expressed in this Agreement with respect to the Currency of any state that becomes a Participating Member State shall be inconsistent with any convention or practice in the interbank market for the basis of accrual of interest or fees in respect of the Euro, such convention or practice shall replace such expressed basis effective as of and from the date on which such state becomes a Participating Member State; provided that, with respect to any Borrowing denominated in such Currency that is outstanding immediately prior to such date, such replacement shall take effect at the end of the Interest Period therefor.

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(j) Rounding . Without prejudice and in addition to any method of conversion or rounding prescribed by the EMU

Legislation, each reference in this Agreement to a minimum amount, or to a multiple of a specified amount, in a National Currency to be paid to or by the Administrative Agent shall be replaced by a reference to such reasonably comparable and convenient amount, or to a multiple of such reasonably comparable and convenient amount, in Euros as the Administrative Agent may from time to time reasonably specify.

(k) Other Consequential Changes . Without prejudice to the respective liabilities of any Borrower to the Lenders and the Lenders to any Borrower under or pursuant to this Agreement, except as expressly provided in this Section, each provision of this Agreement shall be subject to such reasonable changes of construction as the Administrative Agent may from time to time reasonably specify to be necessary or appropriate to reflect the introduction of or changeover to the Euro in Participating Member States.

SECTION 9.14 Judgment Currency . This is an international loan transaction in which the specification of Dollars or any Foreign Currency, as the case may be (the “ Specified Currency ”), and payment in New York City or the country of the Specified Currency, as the case may be (the “ Specified Place ”), is of the essence, and the Specified Currency shall be the currency of account in all events relating to Loans denominated in the Specified Currency. The payment obligations of the Obligors under this Agreement shall not be discharged or satisfied by an amount paid in another currency or in another place, whether pursuant to a judgment or otherwise, to the extent that the amount so paid on conversion to the Specified Currency and transfer to the Specified Place under normal banking procedures does not yield the amount of the Specified Currency at the Specified Place due hereunder. If for the purpose of obtaining judgment in any court it is necessary to convert a sum due hereunder in the Specified Currency into another currency (the “ Second Currency ”), the rate of exchange that shall be applied shall be the rate at which in accordance with normal banking procedures the Administrative Agent could purchase the Specified Currency with the Second Currency on the Business Day next preceding the day on which such judgment is rendered. The obligation of any Borrower in respect of any such sum due from it to the Administrative Agent or any Lender hereunder (in this Section called an “ Entitled Person ”) shall, notwithstanding the rate of exchange actually applied in rendering such judgment, be discharged only to the extent that on the Business Day following receipt by such Entitled Person of any sum adjudged to be due hereunder in the Second Currency such Entitled Person may in accordance with normal banking procedures purchase and transfer to the Specified Place the Specified Currency with the amount of the Second Currency so adjudged to be due; and such Obligor hereby, as a separate obligation and notwithstanding any such judgment, agrees to indemnify such Entitled Person against, and to pay such Entitled Person on demand, in the Specified Currency, the amount (if any) by which the sum originally due to such Entitled Person in the Specified Currency hereunder exceeds the amount of the Specified Currency so purchased and transferred.

SECTION 9.15 USA PATRIOT Act . Each Lender that is subject to the Patriot Act and the Administrative Agent (for itself and not on behalf of any Lender) hereby notify each Obligor that pursuant to the “know your customer” regulations and the requirements of the Patriot Act, they are required to obtain, verify and record information that identifies each Obligor, which information includes the name, address and tax identification number (and other identifying information in the event this information is insufficient to complete verification) that will allow such Lender or the Administrative Agent, as applicable, to verify the identity of each Obligor. This information must be delivered to the Lenders and the Administrative Agent no later than five days prior to the Effective Date and thereafter promptly upon request. This notice is given in accordance with the requirements of the Patriot Act and is effective as to the Lenders and the Administrative Agent.

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SECTION 9.16 Interest Rate Limitation . Notwithstanding anything herein to the contrary, if at any time the interest rate

applicable to any Loan, together with all fees, charges and other amounts which are treated as interest on such Loan under applicable law (collectively the “ Charges ”), shall exceed the maximum lawful rate (the “ Maximum Rate ”) which may be contracted for, charged, taken, received or reserved by the Lender holding such Loan in accordance with applicable law, the rate of interest payable in respect of such Loan hereunder, together with all Charges payable in respect thereof, shall be limited to the Maximum Rate and, to the extent lawful, the interest and Charges that would have been payable in respect of such Loan but were not payable as a result of the operation of this Section shall be cumulated and the interest and Charges payable to such Lender in respect of other Loans or periods shall be increased (but not above the Maximum Rate therefor) until such cumulated amount, together with interest thereon at the Federal Funds Effective Rate to the date of repayment, shall have been received by such Lender.

[Signature Pages Follow]

71

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

INTERNATIONAL PAPER COMPANY, as the Company

Name: Errol A. Harris

Title: Vice President & Treasurer

By /s/ Errol Harris

JPMORGAN CHASE BANK, N.A., as Administrative Agent and individually as a Lender

Name: Peter S. Predun

Title: Executive Director

By /s/ Peter S. Predun

CITIBANK, N.A., as Syndication Agent and individually as a Lender

Name: Susan Olsen

Title: Vice President

By /s/ Susan Olsen

COBANK, ACB, as a Lender

Name: Zachary Carpenter


By /s/ Zachary Carpenter

BANK OF AMERICA, N.A., as a Lender

Name: Christopher Wozniak


By /s/ Christopher Wozniak

BNP PARIBAS, as a Lender

Name: Richard Pace

Title: Managing Director

Name: Nanette Baudon

Title: Director

By /s/ Richard Pace

By /s/ Nanette Baudon

DEUTSCHE BANK AG, NEW YORK BRANCH, as a Lender

Name: Ming K. Chu


Name: John S. McGill

Title: Director

By /s/ Ming K. Chu

By /s/ John S. McGill

THE ROYAL BANK OF SCOTLAND PLC, as a Lender

Name: L. Peter Yetman

Title: Director

By /s/ L. Peter Yetman

BANCO BILBAO VIZCAYA ARGENTARIA S.A., NEW YORK BRANCH, as a Lender

Name: Mauricio Benitez


Name: Veronica Incera


By /s/ Mauricio Benitez

By /s/ Veronica Incera

CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK, as a Lender

Name: Michael Madnick


Name: Gordon Yip

Title: Director

By /s/ Michael Madnick

By /s/ Gordon Yip

MIZUHO BANK, LTD, as a Lender

Name: Donna DeMagistris

Title: Authorized Signatory

By /s/ Donna DeMagistris

REGIONS BANK, as a Lender

Name: Bryan W. Ford

Title: Senior Vice President

By /s/ Bryan W. Ford

SUMITOMO MITSUI BANKING CORPORATION, as a Lender

Name: Shuji Yabe


By /s/ Shuji Yabe

THE BANK OF NEW YORK MELLON, as a Lender

Name: Jeffrey Dears


By /s/ Jeffrey Dears

DNB CAPITAL LLC, as a Lender

Name: Thomas Tangen


Head of Corporate Banking

Name: Barbara Gronquist


By /s/ Thomas Tangen

By /s/ Barbara Gronquist

NORDEA BANK FINLAND PLC, NEW YORK BRANCH, as a Lender

Name: Mogens R. Jensen


Name: Christer Svardh


By /s/ Mogens R. Jensen

By /s/ Christer Svardh

PNC BANK, NATIONAL ASSOCIATION, as a Lender

Name: Robert M. Martin


By /s/ Robert M. Martin

STATE STREET BANK AND TRUST COMPANY, as a Lender

Name: Mary H. Carey


By /s/ Mary H. Carey

U.S. BANK, NATIONAL ASSOCIATION, as a Lender

Name: Steven Dixon


By /s/ Steven Dixon

SCHEDULE I

Commitments

[See definitions of “Commitment” and “Lenders” in Section 1.01]

Name of Lender

Commitment

JPMorgan Chase Bank, N.A. $135,000,000 Citibank, N.A. $135,000,000 CoBank, ACB $150,000,000 Bank of America, N.A. $100,000,000 BNP Paribas $100,000,000 Deutsche Bank AG, New York Branch $100,000,000 The Royal Bank of Scotland plc $100,000,000 Banco Bilbao Vizcaya Argentaria S.A., New York Branch $76,000,000 Credit Agricole Corporate and Investment Bank $76,000,000 Mizuho Bank, Ltd. $76,000,000 Regions Bank $76,000,000 Sumitomo Mitsui Banking Corporation $76,000,000 The Bank of New York Mellon $50,000,000 DNB Capital LLC $50,000,000 Nordea Bank Finland Plc, New York Branch $50,000,000 PNC Bank, National Association $50,000,000 State Street Bank and Trust Company $50,000,000 U.S. Bank, National Association $50,000,000

Total $1,500,000,000

SCHEDULE II

Material Agreements

Debt Instrument Amount Outstanding

Indentures and Related Notes

1. Indenture, dated as of April 12, 1999, between International Paper Company and The Bank of New York, as Trustee (the “ 1999 Indenture ”).

2. Supplemental Indenture to the 1999 Indenture, dated as of March 19, 2003, between International Paper Company and The Bank of New York, as Trustee (the “ March 2003 Supplement ”).

3. 5.30% Notes due 2015 of International Paper Company in an aggregate principal amount of $700 million issued pursuant to the 1999 Indenture as supplemented by the March 2003 Supplement. $395,921,000

4. Supplemental Indenture to the 1999 Indenture, dated as of March 18, 2004, between International Paper Company and The Bank of New York, as Trustee (the “ 2004 Supplement ”).

5. 5.25% Notes due 2016 of International Paper Company in an aggregate principal amount of $400 million issued pursuant to the 1999 Indenture as supplemented by the 2004 Supplement. $261,485,000

6. Supplemental Indenture to the 1999 Indenture, dated as of June 4, 2008, between International Paper Company and The Bank of New York, as Trustee (the “ 2008 Supplement ”).

7. 7.95% Notes due 2018 of International Paper Company in an aggregate principal amount of $1.7 billion issued pursuant to the 1999 Indenture as supplemented by the 2008 Supplement. $903,191,000

8. 8.70% Notes due 2038 of International Paper Company in an aggregate principal amount of $300 million issued pursuant to the 1999 Indenture as supplemented by the 2008 Supplement. $264,591,000

9. Supplemental Indenture to the 1999 Indenture, dated as of May 11, 2009, between International Paper Company and The Bank of New York Mellon, as Trustee (the “ May 2009 Supplement ”).

10.

9.375% Notes due 2019 of International Paper Company in an aggregate principal amount of $1 billion issued pursuant to the 1999 Indenture as supplemented by the May 2009 Supplement. $424,719,000


11.

Supplemental Indenture to the 1999 Indenture, dated as of August 10, 2009, between International Paper Company and The Bank of New York Mellon, as Trustee (the “ August 2009 Supplement ”).

12.

7.5% Notes due 2021 of International Paper Company in an aggregate principal amount of $1 billion issued pursuant to the 1999 Indenture as supplemented by the August 2009 Supplement. $1,000,000,000

13.

Supplemental Indenture to the 1999 Indenture, dated as of December 7, 2009, between International Paper Company and The Bank of New York Mellon, as Trustee (the “ December 2009 Supplement ”).

14.

7.3% Notes due 2039 of International Paper Company in an aggregate principal amount of $750 million issued pursuant to the 1999 Indenture as supplemented by the December 2009 Supplement. $722,481,000

15.

Supplemental Indenture to the 1999 Indenture, dated as of November 16, 2011, between International Paper Company and The Bank of New York Mellon Trust Company, N.A., as Trustee (the “ 2011 Supplement ”).

16.

4.75% Notes due 2022 of International Paper Company in an aggregate principal amount of $900 million issued pursuant to the 1999 Indenture as supplemented by the 2011 Supplement. $900,000,000

17.


18.

Supplemental Indenture to the 1999 Indenture, dated as of June 10, 2014, between International Paper Company and The Bank of New York Mellon Trust Company, N.A., as Trustee (the “ 2014 Supplement ”).

19.


20.


21.

Indenture, dated as of September 1, 1986, between Temple-Inland Inc. and Chemical Bank, as Trustee (the “ 1986 Indenture ”).

22.

Supplemental Indenture to the 1986 Indenture, dated as of June 15, 2012, between Temple-Inland Inc., International Paper Company and The Bank of New York Mellon Trust Company, N.A. (as successor to The Chase Manhattan Bank and Chemical Bank), as Trustee (the “ 2012 Supplement ”).


23. 6.375% Notes due 2016 of Temple-Inland Inc. and guaranteed by International Paper Company in an aggregate principal amount of $250 million issued pursuant to the 1986 Indenture as supplemented by the 2012 Supplement. $112,036,000

24. 6.625% Notes due 2018 of Temple-Inland Inc. and guaranteed by International Paper Company in an aggregate principal amount of $250 million issued pursuant to the 1986 Indenture as supplemented by the 2012 Supplement. $231,096,000

1. Bank Facilities

1. Red Bird CP Financing (Up to $500 million): $0

(i) Second Amended and Restated Credit and Security Agreement, dated as of March 13, 2008 (as amended, most recently by Amendment No. 8 to the Second Amended and Restated Credit Agreement, dated as of January 8, 2014), among Red Bird Receivables, LLC, as Borrower, International Paper Company, as Servicer, the Conduits and Liquidity Banks from time to time party thereto, Credit Agricole Corporate and Investment Bank, as Atlantic Agent, Mizuho Corporate Bank, Ltd, as WCM Agent and as Administrative Agent (in each case, as defined therein).

(ii) Receivables Sale and Contribution Agreement, dated as of March 13, 2008 (as amended, most recently by Amendment #6 to Receivables Sale and Contribution Agreement, dated as of January 8, 2014), between International Paper Company and Red Bird Receivables, LLC..

2. Credit Agreement, dated as of February 13, 2012 (as amended from time to time), among International Paper Company, the lenders party thereto, and Sumitomo Mitsui Banking Corporation, as Administrative Agent and Initial Lender (each as defined therein). $165,000,000

Monetization Debt Securities

1. Promissory Note, dated as of March 12, 2012, issued to Basswood Forests LLC in the amount of $3,625,981,546.28. $3,625,981,546.28

2. Promissory Note, dated as of March 12, 2012, issued to Basswood Forests II LLC in the amount of $797,018,453.72. $797,018,453.72

3. Promissory Note, dated as of December 7, 2006, issued to Hickory Forests LLC in the amount of $369,350,000. $369,350,000

4. Promissory Note, dated as of December 20, 2006, issued to Birch Forests LLC in the amount of $273,100,000. $273,100,000

Debt Instrument Amount Outstanding 5. Promissory Note, dated as of December 20, 2006, issued to Beech Forests LLC in the amount of

$151,099,000. $151,099,000

SCHEDULE III

Approved Borrowers

[See Definition of “Approved Borrower” in Section 1.01]

None

SCHEDULE IV

Existing Liens

None.

EXHIBIT A

[Form of Assignment and Assumption]

ASSIGNMENT AND ASSUMPTION

This Assignment and Assumption (the “ Assignment and Assumption ”) is dated as of the Effective Date set forth below and is entered into by and between [ Insert name of Assignor ] (the “ Assignor ”) and [ Insert name of Assignee ] (the “Assignee ”). Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (as amended, the “ 5-Year Credit Agreement ”), receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full.

For an agreed consideration, the Assignor hereby irrevocably sells and assigns to the Assignee, and the Assignee hereby irrevocably purchases and assumes from the Assignor, subject to and in accordance with the Standard Terms and Conditions and the 5-Year Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below (i) all of the Assignor’s rights and obligations in its capacity as a Lender under the 5-Year Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of the Assignor under the facility identified below and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under or in connection with the 5-Year Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned pursuant to clauses (i) and (ii) above being referred to herein collectively as the “ Assigned Interest ”). Such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by the Assignor.

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Effective Date (herein, the “ Effective Date ”): _____________ ___, 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.]

The terms set forth in this Assignment and Assumption are hereby agreed to:

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1. Assignor: ______________________________

2. Assignee: ______________________________ [and is an Affiliate/Approved Fund of [ identify Lender ]]

3. Borrower: ______________________

4. Administrative Agent: JPMorgan Chase Bank, N.A., as the administrative agent under the Credit Agreement

5. Credit Agreement: The $1,500,000,000 Credit Agreement dated as of August 5, 2014 between International Paper Company, the Lenders parties thereto and JPMorgan Chase Bank, N.A., as Administrative Agent

6. Assigned Interest:

Facility Assigned Aggregate Amount of Commitment / Loans for

all Lenders

Amount of Commitment / Loans Assigned

Percentage Assigned of Commitment / Loans

Revolving Credit Commitments

$ $ %

Competitive Loans $ $ %

-3-

ASSIGNOR

[NAME OF ASSIGNOR]

By:______________________________ Title:

ASSIGNEE

[NAME OF ASSIGNEE]

By:______________________________ Title:

[Consented to and] Accepted:

JPMORGAN CHASE BANK, N.A., as

Administrative Agent

By_________________________________

Title:

[Consented to:]


By________________________________

Title:

ANNEX 1

$1,500,000,000 5-Year CREDIT AGREEMENT DATED AS OF AUGUST 5, 2014

BETWEEN INTERNATIONAL PAPER COMPANY, CERTAIN LENDERS PARTY THERETO AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT

STANDARD TERMS AND CONDITIONS FOR

ASSIGNMENT AND ASSUMPTION

1. Representations and Warranties.

1.1 Assignor . The Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of the Assigned Interest, (ii) the Assigned Interest is free and clear of any lien, encumbrance or other adverse claim and (iii) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby; and (b) assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with the 5-Year Credit Agreement, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the 5-Year Credit Agreement, (iii) the financial condition of each Borrower, any of its Subsidiaries or Affiliates or any other Person obligated in respect of the 5-Year Credit Agreement or (iv) the performance or observance by each Borrower, any of its Subsidiaries or Affiliates or any other Person of any of their respective obligations under the 5-Year Credit Agreement.

1.2. Assignee . The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the 5-Year Credit Agreement, (ii) it satisfies the requirements, if any, specified in the 5-Year Credit Agreement that are required to be satisfied by it in order to acquire the Assigned Interest and become a Lender, (iii) from and after the Effective Date, it shall be bound by the provisions of the 5-Year Credit Agreement as a Lender thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it has received a copy of the 5-Year Credit Agreement, together with copies of the most recent financial statements delivered pursuant to Section 6.01 thereof, as applicable, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase the Assigned Interest on the basis of which it has made such analysis and decision independently and without reliance on the Administrative Agent or any other Lender, and (v) if it is a Foreign Lender, attached to this Assignment and Assumption is any documentation required to be delivered by it pursuant to the terms of the 5-Year Credit Agreement, duly completed and executed by the Assignee; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent, the Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender.

2. Payments . From and after the Effective Date, the Administrative Agent shall make all payments in respect of the Assigned Interest (including payments of principal, interest, fees and other amounts) to the Assignor for amounts which have accrued to but excluding the Effective Date and to the Assignee for amounts which have accrued from and after the Effective Date.

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3. General Provisions . This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Agreement by telecopy, e-mailed .pdf or any other electronic means that reproduces an image of the actual executed signature page shall be effective as delivery of a manually executed counterpart of this Agreement . This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York .

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EXHIBIT B

[Reserved]

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EXHIBIT C

[Form of Officer’s Certificate]


August 5, 2014

I, [________], [senior financial officer] of International Paper Company, a New York corporation (the " Company "), pursuant to Section 5.01(d) of the Credit Agreement (the “ Agreement ”) dated as of August 5, 2014 among the Company, the Lenders from time to time party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent (capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Agreement), DO HEREBY CERTIFY, in such capacity on behalf of the Company, as follows:

(a) the representations and warranties of the Company in Part A of Article III of the Agreement [and the representations and warranties of [____________], as an Approved Borrower, in Part B of Article III of the Agreement, in each case] are true and correct on and as of the date hereof, except in the case of any such representation or warranty that expressly relates to an earlier date, in which case such representation or warranty is true and correct in all material respects on and as of such earlier date; and

(b) no Default has occurred and is continuing.

[Signature Page Follows] - 1 -

IN WITNESS WHEREOF, the Company has caused this Certificate to be executed on its behalf by the undersigned on and as of the date first set forth above.

By:_______________________________ Name: Title:

- 2 -

EXHIBIT D-1

[Form of Designation Letter]

[__________, ____]

Ladies and Gentlemen:

We make reference to the 5-Year Credit Agreement (the “ 5-Year Credit Agreement ”) dated as of August 5, 2014 between International Paper Company (the “ Company ”), the lenders named therein and JPMorgan Chase Bank, N.A., as Administrative Agent. Terms defined in the 5-Year Credit Agreement are used herein as defined therein.

Subject to the approval of the Administrative Agent and the Applicable Lenders (to be evidenced by signing at the place below indicated and returning to the Company the enclosed copy of this letter) the Company hereby designates _________________ (the “ Approved Borrower ”), a Wholly Owned Consolidated Subsidiary of the Company, a [corporation duly incorporated] under the laws of [State/Country], as an Approved Borrower in accordance with Section 2.01(b) of the 5-Year Credit Agreement until such designation is terminated in accordance with said Section 2.01(b).

The Approved Borrower hereby accepts the above-designation and hereby expressly and unconditionally accepts the obligations of a Borrower under the 5-Year Credit Agreement, adheres to the 5-Year Credit Agreement and agrees and confirms that, upon your execution and return to the Company of the enclosed copy of this letter, it shall be a Borrower for purposes of the 5-Year Credit Agreement and agrees to be bound by and to perform and comply with the terms and provision of the 5-Year Credit Agreement applicable to it as if it had originally executed the 5-Year Credit Agreement. The Approved Borrower hereby authorizes and empowers the Company to act as its representative and attorney-in-fact for the purposes of signing documents and giving and receiving notices (including notices of borrowing under Article II of the 5-Year Credit Agreement) and other communications in connection with the 5-Year Credit Agreement and the transactions contemplated thereby and further agrees that the Administrative Agent and the Lenders may conclusively rely on the foregoing authorization.

The Approved Borrower hereby submits with this Designation Letter, the statements of earnings, cash flow and common shareholders’ equity (if any) of the Approved Borrower for each of the most recently completed fiscal quarter and the most recently completed fiscal year of the Approved Borrower and the related balance sheets as at the end of such quarter and such year, respectively; and the Company and the Approved Borrower each hereby certifies that the said financial statements fairly present the financial condition and results of the operations of such Approved Borrower in accordance with generally accepted accounting principles, consistently applied, as at the end of, and for, such quarter and such year, respectively.

The Company hereby represents and warrants to the Administrative Agent and the Lenders that, before and after giving effect to this Designation Letter, (i) the representations and warranties set forth in Part A of Article III of the 5-Year Credit Agreement (other than the last sentence of Section 3.02) are true

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To JPMorgan Chase Bank, N.A., as Administrative Agent party to the 5-Year Credit Agreement referred to below

and correct on the date hereof as if made on and as of the date hereof and (ii) no Default has occurred and is continuing.

The Approved Borrower hereby represents and warrants to the Administrative Agent and the Lenders that, after giving effect to this Designation Letter, the representations and warranties set forth in Part B of Article III of the 5-Year Credit Agreement are true and correct on the date hereof.

The Approved Borrower hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of the Supreme Court of the State of New York sitting in New York County and of the United States District Court of the Southern District of New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Designation Letter or the 5-Year Credit Agreement, or for recognition or enforcement of any judgment, and hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. The Approved Borrower agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. The Approved Borrower hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Designation Letter or the 5-Year Credit Agreement in any court referred to above. The Approved Borrower hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. The Approved Borrower irrevocably consents to service of process in the manner provided for notices in Section 9.01(a) of the 5-Year Credit Agreement (and for such purpose, the Approved Borrower hereby irrevocably appoints the Company as its authorized agent to accept such service of process in New York with respect to this Designation Letter and the 5-Year Credit Agreement).

The Approved Borrower hereby instructs its counsel to deliver to the Lenders and the Administrative Agent the opinion referred to in Section 5.02(b) of the 5-Year Credit Agreement.

THE APPROVED BORROWER HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING T O THIS DESIGNATION LETTER OR THE 5-Year CREDIT AGREEMENT OR THE TRANSACTIONS CONTEMPLA TED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). THE A PPROVED BORROWER (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER P ARTY TO THE 5- Year CREDIT AGREEMENT HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND SUCH OTHER PARTIES HAVE BEEN INDUCED TO ENTER INTO THIS DESIGNATION LETTER AND THE 5- Year CREDIT AGREEMENT BY, AMONG OTHER THINGS, THE WAIVER S AND CERTIFICATIONS IN THIS PARAGRAPH.

This Designation Letter may be consented to and agreed in any number of counterparts and by the Administrative Agent and each Applicable Lender on separate counterparts, each of which, when executed and delivered, shall be deemed an original, but all such counterparts shall constitute but one and the same instrument. Delivery of an executed signature page by facsimile or electronic mail shall be effective as delivery of a manually executed counterpart hereof.

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-3-


By: ____________________________ Title:

[APPROVED BORROWER]

By: ____________________________ Title:

Consent and Agree:

JPMORGAN CHASE BANK, N.A. as Administrative Agent

By: ____________________________ Title:

[______________________] as Applicable Lender

By: ____________________________ Title:

EXHIBIT D-2

[Form of Termination Letter]

[__________, ____]

Ladies and Gentlemen:

We make reference to the 5-Year Credit Agreement (the “ 5-Year Credit Agreement ”) dated as of August 5, 2014 between International Paper Company (the “ Company ”), the lenders named therein and JPMorgan Chase Bank, N.A., as Administrative Agent. Terms defined in the 5-Year Credit Agreement are used herein as defined therein.

The Company hereby terminates the status as an Approved Borrower of __________, a [corporation incorporated] under the laws of [State/Country], in accordance with Section 2.01(b) of the 5-Year Credit Agreement, effective as of the date of receipt of this notice by the Administrative Agent. The undersigned hereby represent and warrant that all principal of and interest on all Loans of the above-referenced Approved Borrower and all other amounts payable by such Approved Borrower pursuant to the 5-Year Credit Agreement have been paid in full on or prior to the date hereof. Notwithstanding the foregoing, this Termination Letter shall not affect any obligation which by the terms of the 5-Year Credit Agreement survives termination hereof.

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To JPMorgan Chase Bank, N.A., as Administrative Agent party to the 5-Year Credit Agreement referred to below


By: ____________________________ Title

EXHIBIT E

[Form of Increasing Lender Supplement]

INCREASING LENDER SUPPLEMENT, dated __________, 20___ (this “ Supplement ”), by and among each of the signatories hereto, to the Credit Agreement, dated as of August 5, 2014 (as amended, restated, supplemented or otherwise modified from time to time, the “ Credit Agreement ”), among International Paper Company (the “ Company ”), the Lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, the “ Administrative Agent ”).

W I T N E S S E T H

WHEREAS, pursuant to Section 2.19 of the Credit Agreement, the Company has the right, subject to the terms and conditions thereof, to effectuate from time to time an increase in the Commitments under the Credit Agreement by requesting one or more Lenders to increase the amount of its Commitment;

WHEREAS, the Company has given notice to the Administrative Agent of its intention to increase the Commitments under the Credit Agreement pursuant to such Section 2.19 ; and

WHEREAS, pursuant to Section 2.19 of the Credit Agreement, the undersigned Increasing Lender now desires to increase the amount of its Commitment under the Credit Agreement by executing and delivering to the Company and the Administrative Agent this Supplement;

NOW, THEREFORE, each of the parties hereto hereby agrees as follows:

1. The undersigned Increasing Lender agrees, subject to the terms and conditions of the Credit Agreement, that on the date of this Supplement it shall have its Commitment increased by $[__________], thereby making the aggregate amount of its total Commitments equal to $[__________].

2. The Company hereby represents and warrants that no Default or Event of Default has occurred and is continuing on and as of the date hereof.

3. Terms defined in the Credit Agreement shall have their defined meanings when used herein.

4. This Supplement shall be governed by, and construed in accordance with, the laws of the State of New York.

5. This Supplement may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same document. Delivery of an executed signature page to this Supplement by facsimile transmission shall be effective as delivery of a manually executed counterpart of this Supplement.

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IN WITNESS WHEREOF, each of the undersigned has caused this Supplement to be executed and delivered by a duly authorized officer on the date first above written.

[INSERT NAME OF INCREASING LENDER] By:____________________________________ Name: Title:

Accepted and agreed to as of the date first written above: INTERNATIONAL PAPER COMPANY By:______________________________________ Name: Title: Acknowledged as of the date first written above: JPMORGAN CHASE BANK, N.A. as Administrative Agent By:______________________________________ Name: Title: -6-

EXHIBIT F

[Form of Augmenting Lender Supplement]

AUGMENTING LENDER SUPPLEMENT, dated __________, 20___ (this “ Supplement ”), to the Credit Agreement, dated as of August 5, 2014 (as amended, restated, supplemented or otherwise modified from time to time, the “ Credit Agreement ”), among International Paper Company (the “ Company ”), the Lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, the “ Administrative Agent ”).

W I T N E S S E T H

WHEREAS, the Credit Agreement provides in Section 2.19 thereof that any bank, financial institution or other entity may extend Commitments under the Credit Agreement subject to the approval of the Company and the Administrative Agent, by executing and delivering to the Company and the Administrative Agent a supplement to the Credit Agreement in substantially the form of this Supplement; and

WHEREAS, the undersigned Augmenting Lender was not an original party to the Credit Agreement but now desires to become a party thereto;

NOW, THEREFORE, each of the parties hereto hereby agrees as follows:

1. The undersigned Augmenting Lender agrees to be bound by the provisions of the Credit Agreement and agrees that it shall, on the date of this Supplement, become a Lender for all purposes of the Credit Agreement to the same extent as if originally a party thereto, with a Commitment with respect to Syndicated Loans of $[__________].

2. The undersigned Augmenting Lender (a) represents and warrants that it is legally authorized to enter into this Supplement; (b) confirms that it has received a copy of the Credit Agreement, together with copies of the most recent financial statements delivered pursuant to Section 6.01 thereof, as applicable, and has reviewed such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Supplement; (c) agrees that it will, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement or any other instrument or document furnished pursuant hereto or thereto; (d) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Credit Agreement or any other instrument or document furnished pursuant hereto or thereto as are delegated to the Administrative Agent by the terms thereof, together with such powers as are incidental thereto; and (e) agrees that it will be bound by the provisions of the Credit Agreement and will perform in accordance with its terms all the obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender.

3. The undersigned’s address for notices for the purposes of the Credit Agreement is as follows:

[___________]

4. The Company hereby represents and warrants that no Default or Event of Default has occurred and is continuing on and as of the date hereof.

5. Terms defined in the Credit Agreement shall have their defined meanings when used herein.

6. This Supplement shall be governed by, and construed in accordance with, the laws of the State of New York.

7. This Supplement may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same document. Delivery of an executed signature page to this Supplement by facsimile transmission shall be effective as delivery of a manually executed counterpart of this Supplement.

[Remainder of this page intentionally left blank]

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IN WITNESS WHEREOF, each of the undersigned has caused this Supplement to be executed and delivered by a duly authorized officer on the date first above written.

[INSERT NAME OF AUGMENTING LENDER] By: Name: Title:

Accepted and agreed to as of the date first written above: INTERNATIONAL PAPER COMPANY By:_____________________________________ Name: Title: Acknowledged as of the date first written above: JPMORGAN CHASE BANK, N.A. as Administrative Agent By:_____________________________________ Name: Title:

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Exhibit 11


STATEMENT OF COMPUTATION OF PER SHARE EARNINGS (1) (Unaudited)

(In millions, except per share amounts)

Note: If an amount does not appear in the above table, the security was antidilutive for the periods presented.

Three Months Ended


September 30,

2014 2013 2014 2013

Earnings (loss) from continuing operations $ 339 $ 387 $ 425 $ 909 Discontinued operations 16 (5 ) (4 ) 50 Net earnings (loss) 355 382 421 959 Effect of dilutive securities — — — — Net earnings - assuming dilution $ 355 $ 382 $ 421 $ 959 Average common shares outstanding 425.3 445.9 429.9 444.1 Effect of dilutive securities

Restricted stock performance share plan 3.3 3.6 3.7 4.3 Stock options — 0.2 0.1 0.3

Average common shares outstanding - assuming dilution 428.6 449.7 433.7 448.7 Earnings (loss) per common share from continuing operations $ 0.80 $ 0.87 $ 0.99 $ 2.05 Discontinued operations 0.04 (0.01 ) (0.01 ) 0.11 Net earnings (loss) per common share $ 0.84 $ 0.86 $ 0.98 $ 2.16 Earnings (loss) per common share from continuing operations - assuming dilution $ 0.79 $ 0.86 $ 0.98 $ 2.03 Discontinued operations 0.04 (0.01 ) (0.01 ) 0.11 Net earnings (loss) per common share - assuming dilution $ 0.83 $ 0.85 $ 0.97 $ 2.14

(1) Attributable to International Paper Company common shareholders.

Exhibit 12 INTERNATIONAL PAPER COMPANY

COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES AND PREFERRED STOCK DIVIDENDS

(Dollar amounts in millions)

NOTE: Dividends on International Paper's preferred stock are insignificant. As a result, for all periods presented, the ratios of earnings to fixed charges and preferred stock

dividends are the same as the ratios of earnings to fixed charges.

Nine Months Ended

September 30,

TITLE 2009 2010 2011 2012 2013 2013 2014 (A) Earnings (loss) from continuing operations before income taxes and

equity earnings $ 1,132.0 $ 719.0 $ 1,395.0 $ 967.0 $ 1,228.0 $ 989.0 $ 565.0 (B) Noncontrolling interests, net of taxes (18.0 ) (21.0 ) (14.0 ) (5.0 ) 17.0 11.0 13.0 (C) Fixed charges excluding capitalized interest 757.7 700.4 661.8 782.0 705.5 556.5 532.0 (D) Amortization of previously capitalized interest 31.3 30.4 29.2 24.2 24.7 18.4 19.0 (F) Distributed income of equity investees 51.0 33.0 85.6 — — — 56.1 (G) Earnings (loss) from continuing operations before income taxes and

fixed charges $ 1,954.0 $ 1,461.8 $ 2,157.6 $ 1,768.2 $ 1,975.2 $ 1,574.9 $ 1,185.1

Fixed Charges (H) Interest and amortization of debt expense $ 702.3 $ 643.4 $ 602.0 $ 714.7 $ 648.3 $ 505.1 $ 484.3 (I) Interest factor attributable to rentals 49.1 51.5 54.4 61.6 56.1 50.3 47.7 (J) Preferred dividends of subsidiaries 6.3 5.5 5.4 5.7 1.1 1.1 — (K) Capitalized interest 12.1 14.0 21.6 36.6 17.0 12.1 16.8 (L) Total fixed charges $ 769.8 $ 714.4 $ 683.4 $ 818.6 $ 722.5 $ 568.6 $ 548.8 (M) Ratio of earnings to fixed charges 2.54 2.05 3.16 2.16 2.73 2.77 2.16

Exhibit 31.1

CERTIFICATION

I, Mark S. Sutton, certify that:

1. I have reviewed this quarterly report on Form 10-Q of International Paper Company;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

November 6, 2014

/s/ Mark S. Sutton

Mark S. Sutton

Chief Executive Officer

Exhibit 31.2

CERTIFICATION

I, Carol L. Roberts, certify that:

1. I have reviewed this quarterly report on Form 10-Q of International Paper Company;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

November 6, 2014

/s/ Carol L. Roberts

Carol L. Roberts


Exhibit 32

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

The certification set forth below is being submitted in connection with the Quarterly Report of International Paper Company (the “Company”) on Form 10-Q for the quarterly period ended September 30, 2014 for the purpose of complying with Rule 13a-14(b) or Rule 15d-14(b) of the Securities Exchange Act of 1934 (the “Exchange Act”) and Section 1350 of Chapter 63 of Title 18 of the United States Code. Mark S. Sutton, Chief Executive Officer of the Company, and Carol L. Roberts, Chief Financial Officer of the Company, each certify that, to the best of his or her knowledge:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Exchange Act; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Mark S. Sutton

Mark S. Sutton

Chief Executive Officer

November 6, 2014

/s/ Carol L. Roberts

Carol L. Roberts


November 6, 2014