Consent dated as of December 7, 2006 to the 5-year Credit Agreement



 Exhibit 10.35 
 CONSENT 
 CONSENT dated as of December 7, 2006 under the 5-Year Credit Agreement dated as of
March 31, 2006 (the “Credit Agreement”) between International Paper Company, the Lenders party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent. Terms are used herein as defined in the Credit Agreement.

 The Company has requested that the Lenders consent to the replacement of Schedule II to the Credit Agreement to correct an
inadvertent omission therein. By their signatures below, the Lenders hereby so consent to the replacement of said Schedule II in the form annexed hereto. 
 This Consent shall become effective upon execution hereof by the Company and Lenders constituting the Required Lenders under the Credit Agreement. Except as herein provided, the Credit Agreement shall remain unchanged
and in full force and effect. This Consent may be executed in any number of counterparts, all of which taken together shall constitute one and the same amendatory instrument and any of the parties hereto may execute this Consent by signing any such
counterpart. This Consent shall be governed by, and construed in accordance with, the law of the State of New York. 
 IN WITNESS WHEREOF,
the parties hereto have caused this Consent to be duly executed by their respective authorized officers as of the day and year first above written. 
  

					
	INTERNATIONAL PAPER COMPANY
		
	By:	 	/s/ Errol Harris
		 	Name:	 	Errol Harris
		 	Title:	 	Vice President, Treasurer


 Consent under 5-Year Credit Agreement 







 LENDERS 
  

									
	JPMORGAN CHASE BANK, N.A.,	 		 	CITIBANK, N.A.
					
	By:	 	/s/ Peter S. Predum	 		 	By:	 	/s/ Jeffrey Stern
		 	Name: Peter S. Predum	 		 		 	Name: Jeffrey Stern
		 	Title:   Vice President	 		 		 	Title:   Vice President
			
	BNP PARIBAS	 		 	BANK OF AMERICA, N.A.
					
	By:	 	/s/ Nuala Marley	 		 	By:	 	/s/ Michael L. Letson, Jr.
		 	Name: Nuala Marley	 		 		 	Name: Michael L. Letson, Jr.
		 	Title:   Managing Director	 		 		 	Title:   Vice President
					
	By:	 	/s/ W. Kaplan	 		 		 	
		 	Name: W. Kaplan	 		 		 	
		 	Title:   M. D.	 		 		 	
			
	DEUTSCHE BANK AG	 		 	 CREDIT SUISSE, CAYMAN ISLAND
 BRANCH

					
	By:	 	/s/ Frederick W. Laird	 		 	By:	 	  
		 	Name: Frederick W. Laird	 		 		 	Name:
		 	Title:   Managing Director	 		 		 	Title:
					
	By:	 	/s/ Ming K. Chu	 		 		 	
		 	Name: Ming K. Chu	 		 		 	
		 	Title:   Vice President	 		 		 	
			
	 WILLIAM STREET CAPITAL
 CORPORATION
	 		 	UBS LOAN FINANCE LLC
					
	By:	 	/s/ Mark Walton	 		 	By:	 	/s/ Richard L. Tavrow
		 	Name: Mark Walton	 		 		 	Name: Richard L. Tavrow
		 	Title:   Assistant Vice President	 		 		 	Title:   Director
					
		 		 		 	By:	 	/s/ Irja R. Otsa
		 		 		 		 	Name: Irja R. Otsa
		 		 		 		 	Title:   Associate Director

 Consent under 5-Year Credit Agreement 
  

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	ABN AMRO BANK N.V.	 		 	THE BANK OF TOKYO-MITSUBISHI UFJ, LTD.
					
	By:	 	/s/ Alexander M. Blodi	 		 	By:	 	/s/ Karen Ossolinski
		 	Name: Alexander M. Blodi	 		 		 	Name: Karen Ossolinski
		 	Title:   Managing Director	 		 		 	Title:   Authorized Signatory
					
	By:	 	/s/ Nick Zorin	 		 		 	
		 	Name: Nick Zorin	 		 		 	
		 	Title:   Assistant Vice President	 		 		 	
			
	THE ROYAL BANK OF SCOTLAND	 		 	BARCLAYS BANK PLC
					
	By:	 	  	 		 	By:	 	/s/ David Barton
		 	Name:	 		 		 	Name: David Barton
		 	Title:	 		 		 	Title:   Associate
			
	THE BANK OF NEW YORK	 		 	MIZUHO CORPORATE BANK, LTD.
					
	By:	 	/s/ J. David Parker, Jr.	 		 	By:	 	/s/ Raymond Ventura
		 	Name: J. David Parker, Jr.	 		 		 	Name: Raymond Ventura
		 	Title:   Vice President	 		 		 	Title:   Deputy General Manager
			
	MORGAN STANLEY BANK	 		 	PNC BANK, NATIONAL ASSOCIATION
					
	By:	 	  	 		 	By:	 	/s/ Timothy J. Hornickle
		 	Name:	 		 		 	Name: Timothy J. Hornickle
		 	Title:	 		 		 	Title:   Vice President
			
	SUMITOMO MITSUI BANKING CORPORATION	 		 	SUNTRUST BANK
					
	By:	 	/s/ Shigeru Tsuru	 		 	By:	 	/s/ Stacy M. Lewis
		 	Name: Shigeru Tsuru	 		 		 	Name: Stacy M. Lewis
		 	Title:   Joint General Manager	 		 		 	Title:  Vice President

 Consent under 5-Year Credit Agreement 
  

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	WACHOVIA BANK, NATIONAL ASSOCIATION	 		 	FORTIS CAPITAL CORPORATION
					
	By:	 	/s/ Robert G. McGill, Jr.	 		 	By:	 	  
		 	Name: Robert G. McGill, Jr.	 		 		 	Name:
		 	Title:   Director	 		 		 	Title:
			
	SOCIETE GENERALE	 		 	THE BANK OF NOVA SCOTIA
					
	By:	 	/s/ Nigel Elvey	 		 	By:	 	  
		 	Name: Nigel Elvey	 		 		 	Name:
		 	Title:   Vice President	 		 		 	Title:
			
	MELLON BANK	 		 	SANPAOLO-IMI S.P.A.
					
	By:	 	/s/ Mary E. Pohl	 		 	By:	 	/s/ Luca Sacchi
		 	Name: Mary E. Pohl	 		 		 	Name: Lucca Sacchi
		 	Title:   Relationship Manager	 		 		 	Title:   VP
					
		 		 		 	By:	 	/s/ D. Mara Lowensta
		 		 		 		 	Name: D. Mara Lowensta
		 		 		 		 	Title:   General Counsel VP
			
	STATE STREET BANK & TRUST COMPANY	 		 	THE NORTHERN TRUST COMPANY
					
	By:	 	/s/ Janet B. Molin	 		 	By:	 	/s/ Lisa Mcdermott
		 	Name: Janet B. Molin	 		 		 	Name: Lisa McDermott
		 	Title:   VP	 		 		 	Title:   VP

 Consent under 5-Year Credit Agreement 
  

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

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

 Schedule II to 5-Year Credit Agreement 
  

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