Item 1.01 Entry into a Material Definitive Agreement.

On January 24, 2023, International Paper Company (the "Company") entered into a Term Loan Agreement (the "Credit Agreement") with CoBank, ACB, as administrative agent and as lender. The Credit Agreement provides for a $600 million term loan that was fully drawn at closing, and has a maturity date of January 24, 2028.

Borrowings under the Credit Agreement generally will either bear interest at (i) a rate per annum equal to the Alternate Base Rate (as defined in the Credit Agreement) plus the Applicable Rate (as defined in the Credit Agreement) or (ii) at a rate per annum equal to the Adjusted Term SOFR Rate (as defined in the Credit Agreement) plus the Applicable Rate.

The Credit Agreement contains customary affirmative and negative covenants, as well as customary events of default, substantially similar to those included in the Company's existing revolving credit agreement.

The foregoing description of the Credit Agreement does not purport to be complete, and is qualified in its entirety by reference to the full text of the Credit Agreement, a copy of which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an

Off-Balance Sheet Arrangement of a Registrant

The information set forth above under Item 1.01 is hereby incorporated by reference into this Item 2.03.

Item 9.01 Financial Statements and Exhibits.





Exhibit
  No.                                    Description

10.1          Term Loan Agreement, dated as of January 24, 2023, between
            International Paper Company, the lenders from time to time party
            thereto and CoBank, ACB, as administrative agent, lead arranger and
            bookrunner.

104         Cover Page Interactive Data File (the cover page XBRL tags are
            embedded within the Inline XBRL document).



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