Item 1.01. Entry into a Material Definitive Agreement.

On January 23, 2009, International Paper Company (the "Company") entered into Amendment No. 1 to the Second Amended and Restated Credit and Security Agreement, dated as of March 13, 2008 (the "Credit Agreement"), among Red Bird Receivables, LLC, as Borrower, the Company, as Servicer, the Conduits and Liquidity Banks from time to time parties thereto, and the agents parties thereto. The material modifications to the Credit Agreement were as follows:
(i) extending the term of the Credit Agreement to January 22, 2010 and
(ii) including a new amortization event that is triggered when the Company's ratio of total debt to total capital (as defined in the Credit Agreement) exceeds 0.60 to 1.00 or the Company's consolidated net worth (as defined in the Credit Agreement) falls below $9 billion.

The Company will seek confidential treatment from the Securities and Exchange Commission for certain portions of Amendment No. 1 to the Credit Agreement in connection with filing such amendment as an exhibit to the Company's Quarterly Report on Form 10-Q for the period ended March 31, 2009.