0000931763-03-000832 Sample Contracts

SIXTH AMENDMENT AND WAIVER TO SECOND AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENTS
Receivables Purchase Agreement • March 31st, 2003 • Georgia Pacific Corp • Lumber & wood products (no furniture) • New York

SIXTH AMENDMENT AND WAIVER TO SECOND AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENTS dated as of March 28, 2003 (this “Amendment”) among G-P Receivables, Inc., as the seller (the “Seller”), Georgia-Pacific Corporation, as collection agent (the “Collection Agent”), Blue Ridge Asset Funding Corporation (“Blue Ridge”), Corporate Receivables Corporation (“CRC”), Corporate Asset Funding Company, Inc. (“CAFCO”), Gotham Funding Corporation, as assignee of Victory Receivables Corporation (“Gotham” and, together with Blue Ridge, CRC and CAFCO, the “Purchasers”), Citibank, N.A. (“Citibank”), The Bank of Tokyo-Mitsubishi, Ltd. (New York Branch) (“BTM”), Wachovia Bank, National Association (“Wachovia” and, together with Citibank and BTM, the “Secondary Purchasers”), Citicorp North America, Inc., as administrative agent (the “Administrative Agent”), Special Purpose Accounts Receivable Cooperative Corporation (“SPARC”) and Canadian Imperial Bank of Commerce (“CIBC”).

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SEVENTH AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • March 31st, 2003 • Georgia Pacific Corp • Lumber & wood products (no furniture) • New York

This CREDIT AGREEMENT (Multi-Year Revolving Credit Facility) is entered into as of November 3, 2000 among GEORGIA-PACIFIC CORPORATION, a Georgia corporation (the “Company”), the various LENDERS that are, or may from time to time become, party hereto (the “Lenders”) and BANK OF AMERICA, N.A., as Issuing Bank and administrative agent for the Lenders (in such capacity, the “Agent”), and MERRILL LYNCH CAPITAL CORPORATION AND MORGAN STANLEY SENIOR FUNDING INC., as Co-Syndication Agents.

FIFTH AMENDMENT AND WAIVER TO SECOND AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENTS
Receivables Purchase Agreements • March 31st, 2003 • Georgia Pacific Corp • Lumber & wood products (no furniture) • New York

FIFTH AMENDMENT AND WAIVER TO SECOND AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENTS dated as of March 28, 2003 (this “Amendment”) among G-P Receivables, Inc., as the seller (the “Seller”), Georgia-Pacific Corporation, as collection agent (the “Collection Agent”), Blue Ridge Asset Funding Corporation (“Blue Ridge”), Corporate Receivables Corporation (“CRC”), Corporate Asset Funding Company, Inc. (“CAFCO”), Gotham Funding Corporation, as assignee of Victory Receivables Corporation (“Gotham” and, together with Blue Ridge, CRC and CAFCO, the “Purchasers”), Citibank, N.A. (“Citibank”), The Bank of Tokyo-Mitsubishi, Ltd. (New York Branch) (“BTM”), Wachovia Bank, National Association (“Wachovia” and, together with Citibank and BTM, the “Secondary Purchasers”) and Citicorp North America, Inc., as administrative agent (the “Administrative Agent”).

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