8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

May 27, 2008

(Date of Report)

May 27, 2008

(Date of earliest event reported)

INTERNATIONAL PAPER COMPANY

(Exact name of registrant as specified in its charter)

NEW YORK	1-3157	13-0872805
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

6400 Poplar Avenue

Memphis, Tennessee 38197

(Address and zip code of principal executive offices)

(901) 419-7000

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01. Entry into a Material Definitive Agreement.

As described in our Current Report on Form 8-K filed with the United States Securities and Exchange Commission on March 20, 2008, International Paper Company (the “Company”) has entered into a debt commitment letter (the “Debt Commitment Letter”) with JPMorgan Chase Bank, N.A., Bank of America, N.A., UBS Loan Finance LLC, Deutsche Bank AG New York Branch, The Royal Bank of Scotland PLC, J.P. Morgan Securities Inc., Banc of America Securities LLC, Deutsche Bank Securities Inc., UBS Securities LLC, Deutsche Bank AG Cayman Islands Branch and RBS Securities Corporation d/b/a RBS Greenwich Capital (the “Debt Financing Sources”).

As previously disclosed, pursuant to the Debt Commitment Letter, subject to the conditions set forth therein, the Debt Financing Sources committed to provide the Company with unsecured debt financing of up to $6 billion, consisting of a $2 billion Term Loan A Facility maturing 5 years from the closing date and a $4 billion Term Loan X Facility maturing 12 months from the closing date (with a 6 month extension so long as no event of default has occurred and is continuing).

On May 27, 2008, the Company and the Debt Financing Sources entered into an amendment (the “Amendment”) to the Debt Commitment Letter. The Amendment was executed to permit, if certain requirements are met, the amount of the Term Loan A Facility to be increased by an amount (the “Reallocation Amount”) not to exceed $500 million and the amount of the Term Loan X Facility to be decreased by the Reallocation Amount.

The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, which is attached as Exhibit 10.1 to this report and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit 10.1 Amendment No. 1 to Commitment Letter.

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 hereunto duly authorized.

INTERNATIONAL PAPER COMPANY
(Registrant)
By:	/s/ Maura Abeln Smith
Name:	Maura Abeln Smith
Title:	Senior Vice President, General Counsel and Corporate Secretary

Date: May 27, 2008

Exhibit Index

Exhibit 10.1 Amendment No. 1 to Commitment Letter.

EX-10.1

Exhibit 10.1

May 27, 2008

International Paper Company

6400 Poplar Avenue

Memphis, Tennessee 38197

Attention: Mr. Errol Harris

Project Eagle –

Amendment No. 1 to Commitment Letter

Ladies and Gentlemen:

Reference is made to the Commitment Letter, dated as of March 15, 2008 (the “Commitment Letter”), among International Paper Company, a New York corporation (“Borrower” or “you”), and JPMorgan Chase Bank, N.A., Bank of America, N.A., UBS Loan Finance LLC, Deutsche Bank AG New York Branch, Deutsche Bank AG Cayman Islands Branch, The Royal Bank of Scotland PLC and certain of their respective affiliates. Terms used but not defined in this letter agreement are used with the meanings given to them in the Commitment Letter.

1. The Section of Annex I to the Commitment Letter which appears under the heading “Type and Amount of Facilities” is hereby amended by:

(i) inserting in the second line of paragraph (i) the words “plus the Elected Amount, if applicable” after the words “$2,000 million” and before the words “(the “Term Loan A Facility”)”;

(ii) inserting in the second line of paragraph (ii) the words “less the Elected Amount, if applicable” after the words “$4,000 million” and before the words “(the “Term Loan X Facility”)”; and

(iii) adding the following definitions immediately after the paragraph which ends with the words “on a dollar-for-dollar basis.”

“Applicable Reallocation Amount” has the meaning given to such term in the Fee Letter.

“Applicable Reallocation Amount Notice” means the written notice sent by the Arrangers to the Borrower specifying the Applicable Reallocation Amount.

“Elected Amount” means the amount up to the Applicable Reallocation Amount set forth in a written notice sent by the Borrower to the Arrangers within 2 business days of receipt of the Applicable Reallocation Amount Notice (but in any event at least 3 business days prior to the execution and delivery of the definitive credit agreement).

2. The other terms of the Commitment Letter are not affected by this amendment and the Commitment Letter, as amended by this Amendment No. 1, shall continue in effect in accordance

with its terms. References to the Commitment Letter in the Commitment Letter, this Amendment No. 1 and the Fee Letter shall be references to the Commitment Letter, as amended by this Amendment No. 1.

3. This amendment may be executed in any number of counterparts, each of which shall be an original and all of which, when taken together, shall constitute one agreement. Delivery of an executed counterpart of a signature page of this amendment by facsimile transmission shall be effective as delivery of a manually executed counterpart of this amendment. This amendment shall be governed by, and construed in accordance with, the laws of the State of New York without regard to principles of conflicts of law to the extent that the application of the laws of another jurisdiction would be required thereby. The second, third and fourth sentences of the third paragraph under the heading “Governing Law, Etc.” on pages 8 and 9 of the Commitment Letter are incorporated herein by reference.

[Signature Page Follows]

-2-

Please confirm that the foregoing is our mutual understanding by signing and returning to us an executed copy of this amendment.

Very truly yours,
JPMORGAN CHASE BANK, N.A.
By:	/s/ Bruce S. Borden
Name:	Bruce S. Borden
Title:	Executive Director
J.P. MORGAN SECURITIES INC.
By:	/s/ Bruce S. Borden
Name:	Bruce S. Borden
Title:	Executive Director

BANC OF AMERICA SECURITIES LLC
By:	/s/ Peter C. Hall
Name:	Peter C. Hall
Title:	Managing Director
BANK OF AMERICA, N.A.
By:	/s/ Michael L. Letson, Jr.
Name:	Michael L. Letson, Jr.
Title:	Vice President

UBS LOAN FINANCE LLC
By:	/s/ Lauren Clancy
Name:	Lauren Clancy
Title:	Executive Director
By:	/s/ Eric Bootsma
Name:	Eric Bootsma
Title:	Executive Director & Counsel Region Americas Legal
UBS SECURITIES LLC
By:	/s/ Lauren Clancy
Name:	Lauren Clancy
Title:	Executive Director
By:	/s/ Eric Bootsma
Name:	Eric Bootsma
Title:	Executive Director & Counsel Region Americas Legal

DEUTSCHE BANK AG NEW YORK BRANCH
By:	/s/ Heidi Sandquist
Name:	Heidi Sandquist
Title:	Vice President
By:	/s/ Ming K. Chu
Name:	Ming K. Chu
Title:	Vice President
DEUTSCHE BANK AG CAYMAN ISLANDS BRANCH
By:	/s/ Heidi Sandquist
Name:	Heidi Sandquist
Title:	Vice President
By:	/s/ Ming K. Chu
Name:	Ming K. Chu
Title:	Vice President
DEUTSCHE BANK SECURITIES INC.
By:	/s/ Robert Danziger
Name:	Robert Danziger
Title:	Managing Director
By:	/s/ Heidi Sandquist
Name:	Heidi Sandquist
Title:	Vice President

THE ROYAL BANK OF SCOTLAND PLC
By:	/s/ Dennis J. Dee
Name:	Dennis J. Dee
Title:	MD
RBS SECURITIES CORPORATION d/b/a RBS GREENWICH CAPITAL
By:	/s/ Dennis J. Dee
Name:	Dennis J. Dee
Title:	MD

Accepted and agreed to as of the date first written above:

INTERNATIONAL PAPER COMPANY
By:	/s/ Errol A. Harris
Name:	Errol A. Harris
Title:	Vice President and Treasurer