Item 1.01. Entry into a Material Definitive Agreement.

On October 16, 2020, International Paper Company (the "Company") amended and restated its $1.5 billion 5-Year Credit Agreement (the "Revolving Credit Agreement"), dated as of December 12, 2016 with a syndicate of banks and other financial institutions and JPMorgan Chase Bank, N.A., as administrative agent (the "Administrative Agent") to extend the maturity date from December 10, 2021 to December 9, 2022.

Borrowings under the Revolving Credit Agreement generally will either bear interest at (i) a rate per annum equal to the Applicable Rate (as defined in the Revolving Credit Agreement) plus a base rate equal to the highest of (a) the NYFRB Rate (as defined in the Revolving Credit Agreement) plus 1/2 of one percentage point, (b) the rate of interest in effect for such day as last quoted by The Wall Street Journal as the "Prime Rate" in the United States or, if The Wall Street Journal ceases to quote such rate, the highest per annum interest rate published by the Board of Governors of the Federal Reserve System (the "Board") in Federal Reserve Statistical Release H.15 (519) (Selected Interest Rates) as the "bank prime loan" rate or, if such rate is no longer quoted therein, any similar rate quoted therein or any similar release by the Board, and (c) the Adjusted Eurocurrency Rate (as defined in the Revolving Credit Agreement) plus one percentage point or (ii) at a rate per annum equal to the Adjusted Eurocurrency Rate plus the Applicable Rate.

The Revolving 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 agreements.

The foregoing description of the Revolving Credit Agreement does not purport to be complete, and is qualified in its entirety by reference to the full text of the Revolving 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.




(d) Exhibits.



Exhibit
  No.                                    Description

10.1          5-Year Credit Agreement, dated as of October 16, 2020.

104         The cover page from this Current Report on Form 8-K, formatted as
            Inline XBRL.

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