Credit Facility

AGREEMENT


DATED AUGUST, 2004


'E'500,000,000


CREDIT FACILITY


for


INTERNATIONAL PAPER INVESTMENTS (FRANCE) S.A.S.


arranged by


BNP PARIBAS


BARCLAYS CAPITAL


and


ABN AMRO BANK N.V.


with


BNP PARIBAS


as Facility Agent


[ALLEN & OVERY LLP LOGO]


ALLEN & OVERY LLP


LONDON


CONTENTS


Clause Page


1. Interpretation.......................................................................................1 2. Facility............................................................................................12 3. Purpose.............................................................................................13 4. Conditions precedent................................................................................13 5. Utilisation - Loans.................................................................................13 6. Optional Currencies.................................................................................14 7. Repayment...........................................................................................18 8. Prepayment and cancellation.........................................................................18 9. Interest............................................................................................21 10. Terms...............................................................................................23 11. Market disruption...................................................................................24 12. Taxes...............................................................................................25 13. Increased Costs.....................................................................................28 14. Mitigation..........................................................................................29 15. Payments............................................................................................31 16. Guarantee...........................................................................................33 17. Representations.....................................................................................36 18. Information covenants...............................................................................41 19. Financial covenants.................................................................................44 20. General covenants...................................................................................44 21. Default.............................................................................................48 22. The Administrative Parties..........................................................................51 23. Evidence and calculations...........................................................................56 24. Fees................................................................................................56 25. Indemnities and Break Costs.........................................................................56 26. Expenses............................................................................................58 27. Amendments and waivers..............................................................................58 28. Changes to the Parties..............................................................................59 29. Disclosure of information...........................................................................62 30. Set-off.............................................................................................63 31. Pro Rata Sharing....................................................................................63 32. Severability........................................................................................64 33. Counterparts........................................................................................64 34. Notices.............................................................................................64 35. Language............................................................................................66 36. USA Patriot Act.....................................................................................66 37. Governing law.......................................................................................66 38. Enforcement.........................................................................................66 39. Complete agreement..................................................................................68


Schedule


1. Original Parties....................................................................................69 2. Conditions precedent documents......................................................................70 3. Form of Request.....................................................................................71 4. Calculation of the Mandatory Cost...................................................................72 5. Form of Transfer Certificate........................................................................75 6. Existing Liens......................................................................................77 7. Form of Compliance Certificate......................................................................78 8. Existing Facilities.................................................................................79 9. Form of Taux effectif global Letter.................................................................81 10. Indebtedness of the company.........................................................................83


Signatories..................................................................................................84


THIS AGREEMENT is dated August, 2004


BETWEEN:


(1) INTERNATIONAL PAPER INVESTMENTS (FRANCE) S.A.S. (societe par actions
simplifiee) a company registered in France with the Registry of Commerce
and Companies of Versailles under number 350 372 934 R.C.S. Versailles (the
Company);


(2) INTERNATIONAL PAPER COMPANY a company incorporated under the laws of the
State of New York, U.S.A. (the Guarantor);


(3) BNP PARIBAS, BARCLAYS CAPITAL and ABN AMRO BANK N.V. as mandated lead
arrangers (in this capacity the Mandated Lead Arrangers);


(4) THE FINANCIAL INSTITUTIONS listed in Schedule 1 (Original Parties) as
original lenders (the Original Lenders); and


(5) BNP PARIBAS as facility agent (in this capacity the Facility Agent).


IT IS AGREED as follows:


1. INTERPRETATION


1.1 Definitions


In this Agreement:


Administrative Party means the Mandated Lead Arrangers or the Facility
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.


Availability Period means the period from and including the date of this
Agreement to and including ninety days from the date of this Agreement.


Bankruptcy Code means the United States Bankruptcy Code 1978 or any other
United States Federal of State bankruptcy, insolvency or similar law.


Barclays Capital means the investment banking division of Barclays Bank
PLC.


Board means the Board of Governors of the Federal Reserve System of the
United States of America (or any successor).


Bookrunners means BNP Paribas and Barclays Capital.


Break Costs means the amount (if any) which a Lender is entitled to receive
under Clause 25.3 (Break Costs) as compensation if any part of a Loan or
overdue amount is repaid or prepaid.


1


Business Day means a day (other than a Saturday or a Sunday) on which banks
are open for general business in London, Paris and New York City and:


(a) if on that day a payment in or a purchase of a currency (other than
euro) is to be made, the principal financial centre of the country of
that currency; or


(b) if on that day a payment in or a purchase of euro is to be made, which
is also a TARGET Day.


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 the purposes of this Agreement, the amount of such obligations
shall be the capitalised amount thereof, determined in accordance with GAAP
(including such Statement No. 13).


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


Commitment means:


(a) for an Original Lender, the amount set opposite its name in Schedule 1
(Original Parties) under the heading Commitments and the amount of any
other Commitment it acquires; and


(b) for any other Lender, the amount of any Commitment it acquires,


to the extent not cancelled, transferred or reduced under this Agreement.


Compliance Certificate means a certificate substantially in the form of
Schedule 7 (Form of Compliance Certificate) setting out, among other
things, calculations of the financial covenants.


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


(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,


provided, however, the foregoing calculation shall not take into account
any impairment of goodwill arising under FASB 142.


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.


2


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.


Environmental Laws means any and all Federal, state, local and foreign
statutes, laws, regulations, ordinances, rules, judgments, orders, decrees,
permits, concessions, grants, franchises, licences, agreements or other
governmental restrictions relating to the environment or to emissions,
discharges, releases or threatened releases of pollutants, contaminants,
chemicals, or industrial, toxic or hazardous substances or wastes into the
environment including ambient air, surface water, ground water, or land, or
otherwise relating to the manufacture, processing, distribution, use,
treatment, storage, disposal, transport, or handling of pollutants,
contaminants, chemicals, or industrial, toxic or hazardous substances or
wastes.


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 Guarantor or is under common control
(within the meaning of Section 414(c) of the Code) with the Guarantor.


EURIBOR means for a Term of any Loan or overdue amount in euro:


(a) the applicable Screen Rate; or


(b) if no Screen Rate is available for that Term of that Loan or overdue
amount, the arithmetic mean (rounded upward to four decimal places) of
the rates as supplied to the Facility Agent at its request quoted by
the Reference Banks to leading banks in the European interbank market,


as of 11.00 a.m. (Brussels time) on the Rate Fixing Day for the offering of
deposits in euro for a period comparable to that Term.


euro means the single currency of the Participating Member States.


Event of Default means an event specified as such in Clause 21 (Default).


Excluded Taxes means any Tax other than a Tax that is imposed on or
calculated with reference to net income of a Finance Party in respect of
any income imputed to such Finance Party on account of a Gross-Up Payment
(as defined in Clause 12.2 (c)).


Facility means the credit facility made available under this Agreement.


Facility Office means the office(s) notified by a Lender to the Facility
Agent:


(a) on or before the date it becomes a Lender; or


(b) by not less than five Business Days' notice,


as the office(s) through which it will perform its obligations under this
Agreement.


3


Fee Letter means any letter entered into by reference to this Agreement
between one or more Administrative Parties and the Company setting out the
amount of certain fees referred to in this Agreement.


Final Maturity Date means the fifth anniversary of the date of this
Agreement.


Finance Document means:


(a) this Agreement;


(b) a Fee Letter;


(c) a Transfer Certificate; or


(d) any other document designated as such by written agreement of both the
Facility Agent and the Company.


Finance Party means a Lender or an Administrative Party.


GAAP means generally accepted accounting principles applied on a basis
consistent with those which, in accordance with Clause 18.2 (Form of
financial statements), 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, France, 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.


Group means the Guarantor and its Consolidated Subsidiaries.


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.


IBOR means LIBOR or EURIBOR.


Increased Cost means:


(a) an additional or increased cost;


(b) a reduction in the rate of return from a Facility or on its overall
capital; or


(c) a reduction of an amount due and payable under any Finance Document,


4


which is incurred or suffered by a Finance Party or any of its Affiliates
but only to the extent attributable to that Finance Party having entered
into any Finance Document or funding or performing its obligations under
any Finance Document.


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.


Information Package means the confidential information package dated July
2004 prepared by the Mandated Lead Arrangers based on information received
from the Guarantor for the purpose of providing information with regard to
the Group in connection with this Agreement.


Lender means:


(a) an Original Lender; or


(b) any person which becomes a Lender after the date of this Agreement.


LIBOR means for a Term of any Loan or overdue amount:


(a) the applicable Screen Rate; or


(b) if no Screen Rate is available for the relevant currency or Term of
that Loan or overdue amount, the arithmetic mean (rounded upward to
four decimal places) of the rates, as supplied to the Facility Agent
at its request, quoted by the Reference Banks to leading banks in the
London interbank market,


as of 11.00 a.m. (London time) on the Rate Fixing Day for the offering of
deposits in the currency of that Loan or overdue amount for a period
comparable to that Term.


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
the purposes of this Agreement, the Guarantor 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.


5


Loan means, unless otherwise stated in this Agreement, the principal amount
of each borrowing under this Agreement or the principal amount outstanding
of that borrowing.


Majority Lenders means, at any time, Lenders:


(a) whose share in the outstanding Loans then aggregate 66 2/3 per cent.
or more of the aggregate of all the outstanding Loans;


(b) if there is no Loan then outstanding, whose undrawn Commitments then
aggregate 662/3 per cent. or more of the Total Commitments; or


(c) if there is no Loan then outstanding and the Total Commitments have
been reduced to zero, whose Commitments aggregated 66 2/3 per cent. or
more of the Total Commitments immediately before the reduction.


Mandatory Cost means the percentage rate per annum calculated by the
Facility Agent under Schedule 4 (Calculation of the Mandatory Cost).


Margin means the rate per annum calculated in accordance with Clause 9.3
(Margin adjustments).


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 Guarantor and its Subsidiaries taken as a whole.


Material Subsidiaries means, at any time, (a) the Company, and (b) any
Subsidiary of the Guarantor that has total assets equal to 5 per cent. or
more of Consolidated Net Worth.


Moody's means Moody's Investors Service Limited or any successor to its
rating business.


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


Obligor means the Company or the Guarantor.


Original Financial Statements means the audited consolidated financial
statements of the Group for the year ended 31st December, 2003.


Participating Member State means a member state of the European Communities
that adopts or has adopted the euro as its lawful currency under the
legislation of the European Community for Economic Monetary Union.


Party means a party to this Agreement.


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


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


6


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


Potential Event of Default means any event or condition which upon notice,
expiry of any applicable grace period or both would, unless cured or
waived, become an Event of Default.


Project Indebtedness means Indebtedness of the Guarantor or any Subsidiary
incurred to finance the acquisition, construction or development of Project
Assets; provided that (x) such Indebtedness is non-recourse to any other
assets and (y) the aggregate principal amount of such Indebtedness for the
Guarantor and its Subsidiaries taken as a whole may at no time exceed
US$425,000,000.


Pro Rata Share means:


(a) for the purpose of determining a Lender's share in a utilisation of
the Facility, the proportion which its Commitment bears to the Total
Commitments; and


(b) for any other purpose on a particular date:


(i) the proportion which a Lender's share of the Loans (if any) bears
to all the Loans;


(ii) if there is no Loan outstanding on that date, the proportion
which its Commitment bears to the Total Commitments on that date;
or


(iii) if the Total Commitments have been cancelled, the proportion
which its Commitment bore to the Total Commitments immediately
before being cancelled.


Rate Fixing Day means:


(a) the first day of a Term for a Loan denominated in Sterling;


(b) the second Business Day before the first day of a Term for a Loan
denominated in any other currency (other than euro); or


(c) the second TARGET Day before the first day of a Term for a Loan
denominated in euro,


or such other day as the Facility Agent determines is generally treated as
the rate fixing day by market practice in the relevant interbank market.


Reference Banks means the Facility Agent, Barclays Bank plc and ABN AMRO
Bank N.V. and any other bank or financial institution appointed as such by
the Facility Agent under this Agreement.


Regulations D, U and X means, respectively, Regulations D, U and X of the
Board, as the same may be amended or supplemented from time to time.


Repeating Representations means the representations which are deemed to be
repeated under Clause 17.21 (Times for making representations).


7


Request means a request for a Loan, substantially in the form of Schedule 3
(Form of Request).


S&P means Standard & Poor's Rating Services, a division of The McGraw-Hill
Companies, Inc. or any successor to its rating business.


Screen Rate means:


(a) for LIBOR, the British Bankers Association Interest Settlement Rate;
and


(b) for EURIBOR, the percentage rate per annum determined by the Banking
Federation of the European Union,


for the relevant currency and Term displayed on page 3740 or 3750 in
respect of LIBOR and page 248 in respect of EURIBOR in each case of the
Telerate screen. If the relevant page is replaced or the service ceases to
be available, the Facility Agent (after consultation with the Company and
the Lenders) may specify another page or service displaying the appropriate
rate.


Solvent means, as to any Person, that, as of any date of determination, (a)
the amount of the "present fair saleable value" of the assets of such
Person shall, as of such date, exceed the amount of all "liabilities of
such Person, con ...