0001193125-09-103501 Sample Contracts

AMENDMENT #2 TO RECEIVABLES SALE AND CONTRIBUTION AGREEMENT
Receivables Sale and Contribution Agreement • May 7th, 2009 • International Paper Co /New/ • Paper mills • New York

THIS AMENDMENT #2 RECEIVABLES SALE AND CONTRIBUTION AGREEMENT (this “Amendment”) is entered into as of January 23, 2009, by and between INTERNATIONAL PAPER COMPANY, a New York corporation (“IPCO”), and RED BIRD RECEIVABLES, LLC, a Delaware limited liability company formerly known as Red Bird Receivables, Inc. (“Buyer”), and pertains to the Receivables Sale and Contribution Agreement between IPCO and Buyer dated as of March 13, 2008 (the “Existing Agreement”). Capitalized terms used and not otherwise defined herein are used with the meanings attributed thereto in the Existing Agreement.

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AMENDMENT NO. 1 TO SECOND AMENDED AND RESTATED CREDIT AND SECURITY AGREEMENT
Credit and Security Agreement • May 7th, 2009 • International Paper Co /New/ • Paper mills • New York

THIS AMENDMENT NO. 1 TO SECOND AMENDED AND RESTATED CREDIT AND SECURITY AGREEMENT, dated as of January 23, 2009 (this “Amendment”), is by and among:

Contract
International Paper Co /New/ • May 7th, 2009 • Paper mills • New York

AMENDMENT NO. 2, dated as of February 26, 2009 (this “Amendment”), among INTERNATIONAL PAPER COMPANY, a New York corporation (the “Borrower”), and the Lenders listed on the signature pages hereto, to the Credit Agreement dated as of June 16, 2008, as amended (the “Credit Agreement”) among the Borrower, the Guarantors, the Lenders from time to time party thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent. Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in the Credit Agreement.

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