Amendment No. 1 to the Credit Agreement dated June 16, 2008



 Exhibit 10.2 
 AMENDMENT NO. 1, dated as of July 31, 2008 (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 (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 entered into a certain Purchase Agreement with the Seller, pursuant to which the Borrower has agreed to purchase the Acquired Business from the Seller; 
 WHEREAS, the Borrower has entered or intends to enter into certain Partial Assignments of Rights Under Purchase Agreement (the “Assignments”) with certain newly-formed subsidiaries (the
“Titleholder LLCs”) of DB Reverse Exchange Services Corp. (the “Exchange Accommodator”), pursuant to which it will assign its right to acquire legal title to certain real estate property with an aggregate fair
market value of approximately $450 million (the “Parked Property”) included in the Acquired Business to the Titleholder LLCs; 
 WHEREAS, the Borrower has entered or intends to enter into a Qualified Exchange Accommodation Agreement with the Exchange Accommodator and certain related agreements pursuant to which the Borrower and its Subsidiaries will receive
membership interests in the Titleholder LLCs (the “Exchange Program”); 
 WHEREAS, Sustainable Forest LLC, a Subsidiary of
the Borrower (“SF LLC”), is currently an Excluded Subsidiary under the Credit Agreement, subject to the requirements set forth in the definition of Excluded Subsidiary; 
 WHEREAS, SF LLC may, as part of the Exchange Program, dispose of some of its assets and as part of such disposition acquire membership interests in
certain of the Titleholder LLCs; 
 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. 
 (a) The first line of the Credit Agreement is hereby replaced in its
entirety with the following: 
 “This CREDIT AGREEMENT (this “Agreement”), dated as of June 16, 2008, among
INTERNATIONAL PAPER COMPANY, the GUARANTORS, the LENDERS party hereto, and JPMORGAN CHASE BANK, N.A., as Administrative Agent.” 
 (b)
Section 1.01 of the Credit Agreement is hereby amended by replacing clause (v) of the definition of “Excluded Subsidiary” in its entirety with the following: 
 “(v) Sustainable Forest LLC, a Delaware limited liability company; provided that such Subsidiary shall cease to be an Excluded Subsidiary
pursuant to this clause (v) if, within 18 months of the date hereof, it does not enter into definitive agreements with third parties for the sale, or other bona fide financing transaction relating to the disposition, of substantially all of its
assets (other than (x) Equity Interests in entities that are Guarantors and (y) other assets such that, not taking into account such Equity Interests in or assets of entities that are Guarantors, it would satisfy the test under clause
(ii) above) or does not consummate such sale or other bona fide financing transaction within 27 months of the date hereof, and provided further that prior to such sale or other bona fide financing transaction, it shall not guarantee any other
Indebtedness; and”. 
 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. 
  

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 (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 or any other Loan Document, 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 
  

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Agreement, and each reference in the other Loan Documents to “the Credit Agreement”, “thereunder”, “thereof” or words of like
import referring to the Credit Agreement, shall mean and be a reference to the Credit Agreement as modified hereby. 
 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 A. Harris
		 	Name:	 	Errol A. Harris
		 	Title:	 	Vice President and Treasurer










					
	 JPMORGAN CHASE BANK, N.A.,
 as
Administrative Agent and a Lender

		
	By:	 	/s/ Linda M. Meyer
		 	Name:	 	Linda Meyer
		 	Title:	 	President










					
	UBS LOAN FINANCE LLC, as a Lender
		
	By:	 	/s/ Richard L. Tavrow
		 	Name:	 	Richard L. Tavrow
		 	Title:	 	Director
		
	By:	 	/s/ David B. Julie
		 	Name:	 	David B. Julie
		 	Title:	 	Associate Director










					
	Bank of America, as a Lender
		
	By:	 	/s/ Michael Balok
		 	Name:	 	Michael Balok
		 	Title:	 	Senior Vice President










					
	DEUTSCHE BANK AG NEW YORK, as a Lender
		
	By:	 	/s/ Heidi Sandquist
		 	Name:	 	Heidi Sandquist
		 	Title:	 	Vice President
		
	By:	 	/s/ Ming K. Chu
		 	Name:	 	Ming K. Chu
		 	Title:	 	Vice President
	
	DEUTSCHE BANK AG CAYMAN ISLANDS, as a Lender
		
	By:	 	/s/ Heidi Sandquist
		 	Name:	 	Heidi Sandquist
		 	Title:	 	Vice President
		
	By:	 	/s/ Ming K. Chu
		 	Name:	 	Ming K. Chu
		 	Title:	 	Vice President










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










					
	CoBank, ACB, as a Lender
		
	By:	 	/s/ Jeff C. Norte
		 	Name:	 	Jeff C. Norte
		 	Title:	 	Vice President










					
	 SUMITOMO MITSUI BANKING CORPORATION,
 as a Lender

		
	By:	 	/s/ Yoshihiro Hyakutome
		 	Name:	 	Yoshihiro Hyakutome
		 	Title:	 	General Manager










					
	BNP Paribas, as a Lender
		
	By:	 	/s/ Shayn March
		 	Name:	 	Shayn March
		 	Title:	 	Managing Director
		
	By:	 	/s/ Angela Bentley Arnold
		 	Name:	 	Angela Bentley Arnold
		 	Title:	 	Director










					
	BBVA, as a Lender
		
	By:	 	/s/ Kruster Holm
		 	Name:	 	Kruster Holm
		 	Title:	 	Managing Director
		
	By:	 	/s/ Peter Tommaney
		 	Name:	 	Peter Tommaney
		 	Title:	 	Senior Vice President










					
	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/ Arnaud Achour
		 	Name:	 	Arnaud Achour
		 	Title:	 	Head of Capital Markets and Syndicate










					
	 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










					
	BANK OF NOVA SCOTIA, as a Lender
		
	By:	 	/s/ Karen Anillo
		 	Name:	 	Karen Anillo
		 	Title:	 	Director










					
	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 Parket
		 	Title:	 	Vice President










					
	Mizuho Corporate Bank, Ltd, as a Lender
		
	By:	 	/s/ Toru Inoue
		 	Name:	 	Toru Inoue
		 	Title:	 	Deputy General Manager










					
	Wells Fargo Bank, N.A., as a Lender
		
	By:	 	/s/ Greg Campbell
		 	Name:	 	Greg Campbell
		 	Title:	 	Vice President










					
	Bank of China, New York Branch, as a Lender
		
	By:	 	/s/ William Warren Smith
		 	Name:	 	William Warren Smith
		 	Title:	 	Chief Lending Officer










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

		
	By:	 	/s/ Elaine Crowley
		 	Name:	 	Elaine Crowley
		 	Title:	 	Senior Manager
		
	By:	 	/s/ Peter O’Connor
		 	Name:	 	Peter O’Connor
		 	Title:	 	Deputy Manager










					
	PNC Bank, National Association, as a Lender
		
	By:	 	/s/ Robert M. Martin
		 	Name:	 	Robert M. Martin
		 	Title:	 	Senior Vice President










					
	 The Bank of New York Mellon as a Lender
  
 (formerly known as The Bank of New York)

		
	By:	 	/s/ Clifford A. Mull
		 	Name:	 	Clifford A. Mull
		 	Title:	 	First Vice President










					
	First Tennessee Bank, as a Lender
		
	By:	 	/s/ Matthew A. Wages
		 	Name:	 	Matthew A. Wages
		 	Title:	 	Vice President


  
  








					
	RAYMOND JAMES BANK, FSB, as a Lender
		
	By:	 	/s/ Garrett McKinnon
		 	Name:	 	Garrett McKinnon
		 	Title:	 	Vice President










					
	State Street Bank and Trust Company, as a Lender
		
	By:	 	/s/ Janet B. Nolin
		 	Name:	 	Janet B. Nolin
		 	Title:	 	Vice President