Amendment No. 3 to the Receivables Sale and Contribution Agreement



 EXHIBIT 10.2 

AMENDMENT #3 TO 
 RECEIVABLES SALE AND CONTRIBUTION AGREEMENT 
 THIS AMENDMENT #3 TO
RECEIVABLES SALE AND CONTRIBUTION AGREEMENT (this “Amendment”) is entered into as of January 11, 2012, by and between INTERNATIONAL PAPER COMPANY, a New York corporation (“IPCO”), and RED
BIRD RECEIVABLES, LLC, a Delaware limited liability company formerly known as Red Bird Receivables, Inc. (“Buyer”), and pertains to the Receivables Sale and Contribution Agreement between IPCO and Buyer dated as of
March 13, 2008, as heretofore amended (the “Agreement”). Capitalized terms used and not otherwise defined herein are used with the meanings attributed thereto in the Agreement. 

W I T N E S S E T H : 
 WHEREAS, the parties wish to modify the Agreement as set forth herein; 
 NOW, THEREFORE, in consideration of the premises and mutual agreements herein contained, the parties hereto hereby agree as follows: 

1. Amendment. Effective as of the date hereof, the Agreement is amended as follows: 

1.1. The definition of “Termination Date” in Exhibit I to the Agreement is amended and restated in its entirety
to read as follows: 
 “Termination Date” means the earliest to occur of (i) the occurrence of the
Liquidity Termination Date (as defined in the Credit and Security Agreement) for any Group (as defined in the Credit and Security Agreement) if, following such Liquidity Termination Date for such Group, there are no Groups or Lenders (as defined in
the Credit and Security Agreement) with any Commitment (as defined in the Credit and Security Agreement), (ii) the Amortization Date (as defined in the Credit and Security Agreement), (iii) the Business Day immediately prior to the
occurrence of a Termination Event set forth in Section 5.1(d), (iv) the Business Day specified in a written notice from Buyer to IPCO following the occurrence of any other Termination Event, and (v) the date which is 10
Business Days after Buyer’s receipt of written notice from IPCO that it wishes to terminate the facility evidenced by this Agreement. 
 1.2. Exhibit III to the Agreement is deleted and replaced with Exhibit III hereto. 

1.3. Schedule B to the Agreement is deleted and replaced with Schedule B hereto. 

2. Representations. 
 2.1. IPCO hereby represents and warrants to the other parties hereto that it has duly authorized, executed and delivered this Amendment and that this Amendment constitutes, a legal, valid and binding
obligation of IPCO, enforceable in accordance with its terms (except as enforceability may be limited by applicable bankruptcy, insolvency, or similar laws affecting the enforcement of creditors’ rights generally or by equitable principles
relating to enforceability). 







 2.2. IPCO further represents and warrants to the other parties hereto that, after giving
effect to this Amendment, each of its representations and warranties set forth in Section 2.1 of the Agreement is true and correct as of the date hereof. 
 3. Conditions Precedent. This Amendment shall become effective as of the date hereof upon the Administrative Agent’s receipt of a counterpart hereof duly executed by each of the
parties hereto and consented to by the Administrative Agent. 
 4. Miscellaneous. 

4.1. Except as expressly amended hereby, the Agreement shall remain unaltered and in full force and effect, and each of the parties
hereto ratifies and confirms each of the Transaction Documents to which it is a party. 
 4.2. THIS AMENDMENT SHALL BE GOVERNED
AND CONSTRUED IN ACCORDANCE WITH THE 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. 

4.3. 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 amendment. Delivery of an executed counterpart of a signature page to this Amendment by facsimile or by electronic mail in
portable document format (pdf) shall be effective as delivery of a manually executed counterpart of this Amendment. 

<Signature pages follow> 

  
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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/ ERROL A. HARRIS

		 	Name:	 	Errol A. Harris
		 	Title:	 	Vice President and Treasurer
	
	RED BIRD RECEIVABLES, LLC
		
	By:	 	 /s/ PHILLIP M. SISNEROS

		 	Name:	 	Phillip M. Sisneros
		 	Title:	 	President

 By its signature below, the undersigned hereby consents to the foregoing Amendment pursuant to
Section 7.1(i)(xiv) of the Credit and Security Agreement: 
  

					
	CITICORP NORTH AMERICA, INC.,
	as Administrative Agent
		
	By:	 	 /s/ DAVID MANDEL

		 	Name:	 	David Mandel
		 	Title:	 	Vice President








 Exhibit III 

Lock boxes; Collection Accounts; Collection Banks 
 DOMESTIC 
  

									
	 Collection Bank
	  	 Account
	  	 Lockbox
	  	 Notes
	  	 Lockbox

Site

	 Bank of America
 600 Peachtree
Street
 NE, 9th floor
 Atlanta, GA
30308
	  	3756632185	  	N/A	  	Domestic EFT Receivables	  	N/A
					
	 JPMorgan
 1 Chase
Manhattan
 Plaza
 New York, NY
10081
	  	0361046451	  	N/A	  	Domestic EFT Receivables	  	N/A
					
	 PNC Bank
 2 Tower
Center
 Boulevard East Brunswick, NJ 08816
	  	 1014314152

1019837518
	  	 676565
 644095

910780
 771689

532629
	  	Domestic Receivables	  	 Dallas
 Pittsburgh

LA
 Chicago

Atlanta

					
		  		  	 773568
 644520

677319
 911382
	  	Domestic Receivables	  	 Chicago
 Pittsburgh

Dallas
 Pasadena



  
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 SCHEDULE B 
 Receivables created by domestic sales of the following businesses: 
  

	•	 	 U.S. Printing Papers 


  

	•	 	 Consumer Packaging 


  

	•	 	 Industrial Packaging 


  

	•	 	 xpedx – Excluding the following: 


  

	
	 (i) Stores Division; and
  

(ii) Cincinnati Reading Road Division, location #679.


  

	•	 	 U.S. Pulp 



  
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