Amd No. 2 to the Credit Agreement



 Exhibit 10.5 
 EXECUTION VERSION 
 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. 
 WHEREAS, the Borrower has requested that the Administrative Agent and the Required
Lenders consent to this Amendment as set forth below; 
 WHEREAS, Section 9.02(b) of the Credit Agreement permits the Credit
Agreement to be amended from time to time; 
 NOW, THEREFORE, in consideration of the premises and covenants contained herein and for other
good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound hereby, agree as follows: 
 Section 1. Amendments. 
 Section 2.09(d) of the Credit Agreement is hereby
amended by replacing the last sentence with the following: 
 “All prepayments of Tranche A Loans shall be applied to reduce scheduled
repayments required under Section 2.08(a)(i) in direct order of maturity.” 
 Section 2. Conditions to
Effectiveness. 
 This Amendment shall become effective as of the date when each of the following conditions is satisfied:

 (a) The Administrative Agent (or its counsel) shall have received from (i) Lenders constituting the Required Lenders and
(ii) the Borrower, a counterpart of this Amendment signed on behalf of such party; 
 (b) All corporate and other proceedings taken or
to be taken in connection with this Amendment and all documents incidental thereto, whether or not referred to herein, shall be reasonably satisfactory in form and substance to the Administrative Agent; and 
 (c) At the time of and after giving effect to the Amendment, no Default or Event of Default has occurred and is continuing. 
 Section 3. Representations and Warranties. 
 In order to induce the Lenders and the Administrative Agent to authorize this Amendment, the Borrower represents and warrants to each of the Lenders that both before and after giving effect to this Amendment:

 (a) The execution, delivery, and performance of this Amendment by the Borrower is within the corporate power and authority of the Borrower
and has been duly authorized by all necessary corporate action. 







 (b) This Amendment and the Credit Agreement, as amended hereby, constitute legal, valid, and binding
obligations of each of the Obligors, enforceable in accordance with their terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting
creditor’s rights generally. 
 (c) At the time of and after giving effect to the Amendment, no Default or Event of Default has occurred
and is continuing. 
 Section 4. Expenses. The Borrower agrees to reimburse the Administrative Agent for its reasonable
out-of-pocket expenses incurred by them in connection with this Amendment, including the reasonable fees, charges and disbursements of Cahill Gordon & Reindel LLP, counsel for the Administrative Agent. 
 Section 5. Counterparts. This Amendment may be executed in any number of counterparts and by different parties hereto on separate
counterparts, each of which when so executed and delivered shall be deemed to be an original, but all of which when taken together shall constitute a single instrument. Delivery of an executed counterpart of a signature page of this Amendment by
facsimile transmission shall be effective as delivery of a manually executed counterpart hereof. 
 Section 6. Applicable
Law. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. 
 Section 7.
Headings. The headings of this Amendment are for purposes of reference only and shall not limit or otherwise affect the meaning hereof. 
 Section 8. Effect of Amendment. Except as expressly set forth herein, this Amendment shall not by implication or otherwise limit, impair, constitute a waiver of or otherwise affect the rights and remedies of the Lenders,
the Administrative Agent, the Syndication Agent or the Co-Documentation Agents under the Credit Agreement, and shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the
Credit Agreement or any other provision of the Credit Agreement, all of which are ratified and affirmed in all respects and shall continue in full force and effect. 
 Section 9. Reference to the Credit Agreement. Upon and after the execution of this Amendment by each of the parties hereto, each reference in the Credit Agreement to “this Agreement”,
“hereunder”, “hereof” or words of like import referring to the Credit Agreement shall mean and be a reference to the Credit Agreement as modified hereby. 
  

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 Section 10. Binding Effect. This Amendment and the rights evidenced hereby shall inure to
the benefit of and be binding upon the successors and permitted assigns of the parties hereto, and shall be enforceable by any such successors and assigns. 
  

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 IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the date
first above written. 
  

					
	INTERNATIONAL PAPER COMPANY
		
	By:	 	 /s/ Errol Harris

		 	 Name:
	 	Errol Harris
		 	Title:	 	Vice President & Treasurer










					
	JPMORGAN CHASE BANK, N.A., as Administrative Agent and a Lender
		
	By:	 	 /s/ Peter S. Predun

		 	Name:	 	Peter S. Predun
		 	Title:	 	Executive Director










					
	COBANK, ABC, as a Lender
		
	By:	 	 /s/ Michael Tousignant

		 	Name:	 	Michael Tousignant
		 	Title:	 	Vice President










					
	BANK OF AMERICA, N.A., as a Lender
		
	By:	 	 /s/ Michael L. Letson

		 	Name:	 	Michael L. Letson
		 	Title:	 	Vice President










					
	 DEUTSCHE BANK AG NEW YORK
 BRANCH, as a
Lender

		
	By:	 	 /s/ Ming K. Chu

		 	 Name:
	 	Ming K. Chu
		 	Title:	 	Vice President
		
	By:	 	 /s/ Heidi Sandquist

		 	Name:	 	Heidi Sandquist
		 	Title:	 	Director










					
	THE ROYAL BANK OF SCOTLAND PLC, as a Lender
		
	By:	 	 /s/ L. Peter Yetman

		 	Name:	 	L. Peter Yetman
		 	Title:	 	SVP










					
	BNP PARIBAS, as a Lender
		
	By:	 	 /s/ Richard Pace

		 	Name:	 	Richard Pace
		 	Title:	 	Managing Director
		
	By:	 	 /s/ Nuala Marley

		 	Name:	 	Nuala Marley
		 	Title:	 	Managing director










					
	SUMITOMO MITSUI BANKING CORPORATION, as a Lender
		
	By:	 	 /s/ Yoshihiro Hyakutome

		 	Name:	 	Yoshihiro Hyakutome
		 	Title:	 	General Manager










					
	BANCO BILBAO VIZCAYA ARGENTARIA S.A., as a Lender
		
	By:	 	 /s/ Michael D’Anna

		 	Name:	 	Michael D’Anna
		 	Title:	 	Director
		
	By:	 	 /s/ Krister Holm

		 	Name:	 	Krister Holm
		 	Title:	 	Managing Director










					
	CALYON NEW YORK BRANCH, as a Lender
		
	By:	 	 /s/ Rod Hurst

		 	Name:	 	Rod Hurst
		 	Title:	 	Managing Director
		
	By:	 	 /s/ Yuri Muzichenko

		 	Name:	 	Yuri Muzichenko
		 	Title:	 	Director










					
	Regions Bank, as a Lender
		
	By:	 	 /s/ Bryan W. Ford

		 	Name:	 	Bryan W. Ford
		 	Title:	 	Senior Vice President










					
	SOCIETE GENERALE, as a Lender
		
	By:	 	 /s/ Andrew S. Green

		 	Name:	 	Andrew S. Green
		 	Title:	 	Director










					
	THE BANK OF TOKYO-MITSUBISHI UFJ, LTD. NEW YORK BRANCH, as a Lender
		
	By:	 	 /s/ Ravneet Mumick

		 	Name:	 	Ravneet Mumick
		 	Title:	 	Authorized Signatory










					
	TORONTO DOMINION (TEXAS) LLC, as a Lender
		
	By:	 	 /s/ Debbi L. Brito

		 	Name:	 	Debbi L. Brito
		 	Title:	 	Authorized Signatory










					
	THE BANK OF NOVIA SCOTIA, as a Lender
		
	By:	 	 /s/ Paula Czach

		 	 Name:
	 	Paula Czach
		 	 Title:
	 	Director










					
	 MIZUHO CORPORATE BANK, LTD., as a Lender

		
	By:	 	 /s/ Raymond Ventura

		 	 Name:
	 	Raymond Ventura
		 	 Title:
	 	 Deputy General Manager











					
	 Nordea Bank Finland Plc, Acting through its New York and Grand Cayman Branches, as a Lender

		
	By:	 	 /s/ Henrik M. Steffensen

		 	 Name:
	 	Henrik M. Steffensen
		 	 Title:
	 	 Senior Vice President

		
	By:	 	 /s/ Leena Parker

		 	 Name:
	 	 Leena Parker

		 	 Title:
	 	 Vice President











					
	 SCOTIABANC INC., as a Lender

		
	By:	 	 /s/ J.F. Todd

		 	 Name:
	 	 J.F. Todd

		 	 Title:
	 	 Managing Director











					
	 The Governor and Company of the Bank of Ireland, as a Lender

		
	By:	 	 /s/ Carla Ryan

		 	 Name:
	 	Carla Ryan
		 	 Title:
	 	 Associate Director

		
	By:	 	 /s/ Peter O’Connor

		 	 Name:
	 	 Peter O’Connor

		 	 Title:
	 	 Deputy Manager











					
	 LANDESBANK BADEN-WUERTTEMBERG NEW YORK AND/OR GRAND CAYMAN ISLANDS BRANCH, as a Lender

		
	By:	 	 /s/ Francois Delangle

		 	 Name:
	 	Francois Delangle
		 	 Title:
	 	 Vice President

		
	By:	 	 /s/ Carolyn Gutbrod

		 	 Name:
	 	 Carolyn Gutbrod

		 	 Title:
	 	 Vice President











					
	 PNC Bank, National Association, as a Lender

		
	By:	 	 /s/ Robert M. Martin

		 	 Name:
	 	 Robert M. Martin

		 	 Title:
	 	 Senior Vice President











					
	 AGFIRST FARM CREDIT BANK, as a Lender

		
	By:	 	 /s/ Matt H. Jeffords

		 	 Name:
	 	 Matt H. Jeffords 

		 	 Title:
	 	 Assistant Vice President











					
	 First Tennessee Bank, as a Lender

		
	By:	 	 /s/ Matthew A. Wages

		 	 Name:
	 	 Matthew A. Wages 

		 	 Title:
	 	 Vice President











					
	 CATHAY UNITED BANK, as a Lender

		
	By:	 	 /s/ Clement Au

		 	 Name:
	 	 Clement Au 

		 	 Title:
	 	 VP & Deputy General Manager











					
	 AMERICAN SAVINGS BANK, FSB, as a Lender

		
	By:	 	 /s/ Carl A. Morita

		 	 Name:
	 	 Carl A. Morita 

		 	 Title:
	 	 Vice President











					
	 AGFIRST FARM CREDIT BANK, as a Voting Participant

		
	By:	 	 /s/ Matt H. Jeffords

		 	 Name:
	 	 Matt H. Jeffords 

		 	 Title:
	 	 Assistant Vice President











					
	 AMERICAN AGCREDIT FMA, as a Lender

		
	By:	 	 /s/ Vern Zander

		 	 Name:
	 	 Vern Zander

		 	 Title:
	 	 Vice President











					
	 BADGERLAND FINANCIAL F/K/A BADGERLAND FARM CREDIT SERVICES, as a Lender

		
	By:	 	 /s/ Kenneth H. Rue

		 	 Name:
	 	 Kenneth H. Rue 

		 	 Title:
	 	 authorized signatory











					
	 FARM CREDIT SERVICES OF THE MOUNTAIN PLAINS, FLCA, as a Voting Participant of CoBank, ACB

		
	By:	 	 /s/ Bradley K. Leafgren

		 	 Name:
	 	 Bradley K. Leafgren 

		 	 Title:
	 	 Vice President











					
	 FARM CREDIT WEST, FLCA as a Lender

		
	By:	 	 /s/ Ben Madonna

		 	 Name:
	 	 Ben Madonna 

		 	 Title:
	 	 Vice President











					
	 FRESNO-MADERA PRODUCTION CREDIT ASSOCIATION, as a Lender

		
	By:	 	 /s/ Bruce L. McAbee

		 	 Name:
	 	 Bruce L. McAbee 

		 	 Title:
	 	 Executive Vice President











					
	 UNITED FCS, FLCA d/b/a/ FCS COMMERCIAL FINANCE GROUP, as a Lender

		
	By:	 	 /s/ Lisa Caswell

		 	 Name:
	 	 Lisa Caswell 

		 	 Title:
	 	 Assistant Vice President