Second Amendment to Receivables Sale Agreement dated November 17, 2004.



 Exhibit 10.42 
 SECOND AMENDMENT TO RECEIVABLES SALE AGREEMENT 
 THIS SECOND AMENDMENT TO RECEIVABLES SALE
AGREEMENT, dated as of November 17, 2004 (this “Amendment”), is by and between International Paper Company, a New York corporation (“International Paper”), and International Paper
Financial Services, Inc., a Delaware corporation (“IPFS”) and pertains to the Receivables Sale Agreement dated as of December 26, 2001 between them (as heretofore and hereby amended, the “Receivables Sale
Agreement”). Unless otherwise defined in this Amendment capitalized terms used herein shall have the meanings assigned to such terms in the Receivables Sale Agreement. 
 PRELIMINARY STATEMENTS 
 WHEREAS, International Paper wishes to make certain amendments to the Receivables Sale Agreement; and 
 WHEREAS, IPFS is willing to agree to such amendments. 
 NOW, THEREFORE, in consideration of the
premises and the mutual covenants herein contained and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows: 
 1. Amendments. 
 (a)
Section 4.1(h)(ii) to the Receivables Sale Agreement is hereby amended by replacing the word “Buyer” therein with the term “SPE”. 
 (b) Schedule B to the Receivables Sale Agreement is hereby amended and restated in its entirety to read as set forth on Annex I hereto. 
 (c) The definition of “Receivable” set forth in the Receivables Sale Agreement is hereby amended and restated in its entirety to read as follows: 
 “Receivable” means all indebtedness and other obligations owed to Originator (at the times it arises, and before
giving effect to any transfer or conveyance under the Agreement) or Buyer (after giving effect to the transfers under the Agreement) or in which Originator or Buyer has a security interest or other interest, including, without limitation, any
indebtedness, obligation or interest constituting an account, chattel paper, instrument or general intangible, to the extent arising in connection with the domestic sale of goods or the rendering of services by one of Originator’s businesses
listed on Schedule B attached hereto (which Schedule B may be amended, modified or supplemented from time to time) and further includes, without limitation, the obligation to pay any Finance Charges with respect thereto. Indebtedness and other
rights and obligations arising from any one transaction, including, without limitation, 








 
indebtedness and other rights and obligations represented by an individual invoice, shall constitute a Receivable separate from a Receivable consisting of
the indebtedness and other rights and obligations arising from any other transaction; provided, further, that any indebtedness, rights or obligations referred to in the immediately preceding sentence shall be a Receivable
regardless or whether the account debtor or Originator treats such indebtedness, rights or obligations as a separate payment obligation. 
 2. Representations and Warranties. Each party represents to the other party as follows: 
 (a) The execution
and delivery by such party of this Amendment, and the performance of its obligations under the Receivables Sale Agreement as amended hereby, are within such party’s organizational powers and authority and have been duly authorized by all
necessary organizational action on its part; 
 (b) This Amendment has been duly executed and delivered by such party, and the
Receivables Sale Agreement, as amended hereby, constitutes such party’s legal, valid and binding obligation, enforceable against such party in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy,
insolvency, reorganization or other similar laws relating to or limiting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law); and 
 (c) As of the date hereof, no event has occurred and is continuing that will constitute a Termination Event. 
 3. Condition Precedent. This Amendment shall become effective as of the date first above written upon the execution and delivery by each party to
the other party of a counterpart hereof by both parties hereto. 
 4. Miscellaneous. 
 (a) CHOICE OF LAW. THIS AMENDMENT SHALL BE GOVERNED AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS (AND NOT THE LAW OF CONFLICTS) OF THE STATE
OF NEW YORK. 
 (b) Counterparts. This Amendment may be executed in any number of counterparts and by different parties hereto in
separate counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute one and the same agreement. 
 (c) Ratification of Receivables Sale Agreement. Except as expressly amended hereby, the Receivables Sale Agreement remains unaltered and in full force and effect and is hereby ratified and confirmed. By their
signatures on this Amendment, the 

  

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parties hereby authorize Wachovia Bank, National Association, as Administrative Agent, to file an amendment to each existing UCC financing statement filed in
connection with the Receivables Sale Agreement and which name International Paper as debtor to the extent necessary to conform the definition of “Receivable” in such existing financing statement to the amended definition herein.

  

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 IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed and
delivered by their duly authorized officers as of the date hereof. 
  

			
	INTERNATIONAL PAPER COMPANY
		
	By:	 	/s/ Christopher P. Liddell
	Name:	 	Christopher P. Liddell
	Title:	 	Senior V.P. & CFO
	
	INTERNATIONAL PAPER FINANCIAL SERVICES, INC.
		
	By:	 	/s/ David R. Whitehouse
	Name:	 	David R. Whitehouse
	Title:	 	Treasurer


  

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 ANNEX I 
 SCHEDULE B 
 Included are receivables created by domestic sales of the following
businesses: 
  

	 	•	 	 Uncoated Papers 


  

	 	•	 	 Coated Papers 


  

	 	•	 	 Industrial Packaging 


  

	 	•	 	 Consumer Packaging 


  

	 	•	 	 Wood Products 


  

	 	•	 	 Industrial Papers 


  

	 	•	 	 xpedx 


  

	 	•	 	 Arizona Chemical 


  

	 	•	 	 Market Pulp 


  

	 	•	 	 Ace Packaging Systems 


  

	 	•	 	 Shorewood Packaging 


  

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