Third Amendment, dated as of December 15, 2006



 Exhibit 10.39 
 THIRD AMENDMENT TO THE AMENDED AND RESTATED CREDIT AND SECURITY AGREEMENT 
 THIS THIRD
AMENDMENT TO THE AMENDED AND RESTATED CREDIT AND SECURITY AGREEMENT, dated as of December 15, 2006 (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 UFJ, Ltd., New York Branch (formerly known as 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 amend the Credit Agreement as hereinafter set forth; and

 WHEREAS, Agents are willing to agree to such amendments 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.
Amendment. Effective as of November 30, 2006, clause (iii)(b) of the definition of “Cap Gemini-Poland Trigger Event” is hereby amended and restated in its entirety to read as follows: 
 (b) the three-month moving average of the “Dilution Ratio” as defined and evaluated in Schedule 18A to Change Order 21 to the Cap Gemini-Poland
Contract as in effect on November 20, 2006 shall exceed 6.25% for any two consecutive months or for any three months in any 12-month period, 







 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. ConditionsPrecedent. 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/ Lillian Shou
	Name:	 	Lillian Shou
	Title:	 	VP & Treasurer
	
	INTERNATIONAL PAPER FINANCIAL SERVICES, INC., AS SERVICER
		
	By:	 	/s/ David Riposo
	Name:	 	David Riposo
	Title:	 	Treasurer
	
	INTERNATIONAL PAPER COMPANY, AS PERFORMANCE GUARANTOR
		
	By:	 	/s/ Errol Harris
	Name:	 	Errol Harris
	Title:	 	VP & Treasurer


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	WACHOVIA BANK, NATIONAL ASSOCIATION, AS VFCC AGENT AND AS ADMINISTRATIVE
AGENT
		
	By:	 	/s/ Michael J. Landry
	Name:	 	Michael J. Landry
	Title:	 	Vice President


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	THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., NEW YORK BRANCH, AS GOTHAM AGENT
		
	By:	 	/s/ Van Dusenbury
	Name:	 	Van Dusenbury
	Title:	 	Senior Vice President


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	JPMORGAN CHASE BANK, N.A., AS PARCO AGENT
		
	By:	 	/s/ John M. Kuhns
	Name:	 	John M. Kuhns
	Title:	 	Vice President


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	STARBIRD FUNDING CORPORATION
		
	By:	 	/s/ Franklin P. Collazo
	Name:	 	Franklin P. Collazo
	Title:	 	Secretary
	
	BNP PARIBAS, ACTING THROUGH ITS NEW YORK BRANCH, AS A LIQUIDITY BANK AND AS
STARBIRD AGENT
		
	By:	 	/s/ Sean Reddington
	Name:	 	Sean Reddington
	Title:	 	Managing Director
		
	By:	 	/s/ Michael Gonk
	Name:	 	Michael Gonk
	Title:	 	Director


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	CITICORP NORTH AMERICA, INC., AS CAFCO AGENT
		
	By:	 	/s/ Debbie Ng
	Name:	 	Debbie Ng
	Title:	 	Vice President


 Third Amendment to CSA