Amendment No. 1 to Commitment Letter



 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] 
  

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 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