First Amendment, dated as of December 30, 2005



 Exhibit 10.37 
 FIRST AMENDMENT TO THE AMENDED AND RESTATED CREDIT AND SECURITY AGREEMENT 
 THIS FIRST
AMENDMENT TO THE AMENDED AND RESTATED CREDIT AND SECURITY AGREEMENT, dated as of December 30, 2005 (this “Amendment”), is by and among Red Bird Receivables, Inc., as Borrower
(“Borrower”), International Paper Financial Services, Inc., as Servicer (“Servicer”), International Paper Company, as Performance Guarantor (“Performance Guarantor”), The Bank
of Tokyo-Mitsubishi, Ltd., New York Branch, as a Co-Agent, JPMorgan Chase Bank, N.A., as a Co-Agent, BNP Paribas, New York Branch, as a Co-Agent, Starbird Funding Corporation, Citicorp North America, Inc., as a Co-Agent and Wachovia Bank, National
Association, as a Co-Agent and as administrative agent (in its capacity as administrative agent, the “Administrative Agent”). Capitalized terms used and not otherwise defined herein shall have the meanings attributed
thereto in the Credit Agreement (as defined below). 
 PRELIMINARY STATEMENTS 
 WHEREAS, Borrower, Servicer, Performance Guarantor, the Conduits, the Co-Agents, the Liquidity Banks and Administrative Agent are parties
to that certain Amended and Restated Credit and Security Agreement, dated as of November 17, 2004 (as amended or otherwise modified from time to time, the “Credit Agreement”); 
 WHEREAS, the Loan Parties desire to amendment the definition of Eligible Receivable in the Credit Agreement; and 
 WHEREAS, Agents are willing to agree to such amendment on the terms and subject to the conditions set forth in this Amendment; 

NOW, THEREFORE, in consideration of the foregoing premises and the mutual agreements herein contained and other good and valuable
consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows: 
 1. Amendments.

 (a) All references in the Credit Agreement to “Blue Ridge Asset Funding Corporation” or “Blue Ridge” (whether alone or
a part of another defined term) are hereby replaced with “Variable Funding Capital Company LLC” and “VFCC”, respectively. 
 (b) Subsection (iv) of the definition of “Eligible Receivable” in Exhibit I to the Credit Agreement is hereby amended by deleting the number “90” therein and replacing it with the number
“91”. 







 2. Representations and Warranties. In order to induce the other parties to enter into this
Amendment, each of the Loan Parties hereby represents and warrants as follows: 
 (a) The execution and delivery by such party
of this Amendment, and the performance of its obligations under the Credit 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; and 
 (b) This Amendment has been duly executed and delivered by such party, and the Credit 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). 
 3. Condition Precedent. This Amendment shall become effective as of the date first above written upon execution and delivery to the Administrative
Agent of a counterpart hereof by each of the parties hereto. 
 4. Miscellaneous. 
 (a) CHOICE OF LAW. THIS AMENDMENT SHALL BE GOVERNED AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO
THE PRINCIPLES OF CONFLICTS OF LAWS THEREOF OTHER THAN SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW. 
 (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. Except as expressly amended hereby, each of the Credit Agreement and the Performance Undertaking
remains unaltered and in full force and effect and is hereby ratified and confirmed. 
 <Signature pages follow> 







 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. 
  

			
	RED BIRD RECEIVABLES, INC., AS BORROWER
		
	By:	 	/s/ Frank Devita
	Name:	 	Frank Devita
	Title:	 	Vice President and Treasurer
	
	INTERNATIONAL PAPER FINANCIAL SERVICES, INC., AS SERVICER
		
	By:	 	/s/ David R. Whitehouse
	Name:	 	David R. Whitehouse
	Title:	 	Treasurer
	
	INTERNATIONAL PAPER COMPANY, AS PERFORMANCE GUARANTOR
		
	By:	 	/s/ Jonathan P. Mason
	Name:	 	Jonathan P. Mason
	Title:	 	Vice President - Finance


 First Amendment to CSA 








			
	
	WACHOVIA BANK, NATIONAL ASSOCIATION, AS VFCC AGENT AND AS ADMINISTRATIVE
AGENT
		
	By:	 	/s/ Gary G. Fleming, Jr.
	Name:	 	Gary G. Fleming, Jr.
	Title:	 	Director


 First Amendment to CSA 








			
	
	THE BANK OF TOKYO-MITSUBISHI, LTD., NEW YORK BRANCH, AS GOTHAM AGENT
		
	By:	 	/s/ Aditya Redding
	Name:	 	Aditya Redding
	Title:	 	VP


 First Amendment to CSA 








			
	
	JPMORGAN CHASE BANK, N.A., AS PREFCO AGENT
		
	By:	 	/s/ Elizabeth Chung
	Name:	 	Elizabeth Chung
	Title:	 	Managing Director


 First Amendment to CSA 








			
	
	STARBIRD FUNDING CORPORATION
		
	By:	 	/s/ R. Douglass Donaldson
	Name:	 	R. Douglass Donaldson
	Title:	 	Treasurer
	
	BNP PARIBAS, ACTING THROUGH ITS NEW YORK BRANCH, AS A LIQUIDITY BANK AND AS
STARBIRD AGENT
		
	By:	 	/s/ Michael Gonk
	Name:	 	Michael Gonk
	Title:	 	Director
		
	By:	 	/s/ Pim Van Sch’t
	Name:	 	Pim Van Sch’t
	Title:	 	  


 First Amendment to CSA 








			
	
	CITICORP NORTH AMERICA, INC., AS CAFCO AGENT
		
	By:	 	/s/ Junette M. Earl
	Name:	 	Junette M. Earl
	Title:	 	Vice President


 First Amendment to CSA