Amendment No. 3 to the Second Amended and Restated Credit and Security Agreement



 Exhibit 10.1 

AMENDMENT NO. 3 TO SECOND AMENDED AND RESTATED CREDIT AND 

SECURITY AGREEMENT 

THIS AMENDMENT NO. 3 TO SECOND AMENDED AND RESTATED CREDIT AND SECURITY AGREEMENT, dated as of January 13, 2010 (this
“Amendment”), is by and among: 
 (a) RED BIRD RECEIVABLES, LLC, a Delaware limited
liability company formerly known as Red Bird Receivables, Inc., a Delaware corporation (“Borrower”), 

(b) INTERNATIONAL PAPER COMPANY, a New York corporation (“International Paper” and, together with
Borrower, the “Loan Parties” and each, a “Loan Party”), as Servicer, 

(c) GOTHAM FUNDING CORPORATION, a Delaware corporation (together with its successors, “Gotham”),
and THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., NEW YORK BRANCH, in its capacity as a Liquidity Bank to Gotham (together with its successors, “BTMU” and, together with Gotham, the “Gotham Group”),

 (d) PARK AVENUE RECEIVABLES COMPANY LLC, a Delaware limited liability company (together with its successors,
“PARCO”), and JPMORGAN CHASE BANK, N.A., in its capacity as a Liquidity Bank to PARCO (together with its successors, “JPMorgan” and, together with PARCO, the “PARCO Group”),

 (e) STARBIRD FUNDING CORPORATION, a Delaware corporation (together with its successors,
“Starbird”), and BNP PARIBAS, ACTING THROUGH ITS NEW YORK BRANCH, in its capacity as a Liquidity Bank to Starbird (together with its successors, “BNP Paribas” and, together with Starbird, the
“Starbird Group”), 
 (f) CAFCO, LLC, a Delaware limited liability company (together with
its successors, “CAFCO”), and CITIBANK, N.A., in its capacity as a Liquidity Bank to CAFCO (together with its successors, “Citibank” and, together with CAFCO, the “CAFCO
Group”), 
 (g) ATLANTIC ASSET SECURITIZATION LLC, a Delaware limited liability company (together
with its successors, “Atlantic” and, together with Gotham, PARCO, Starbird and CAFCO, the “Conduits”), and CALYON NEW YORK BRANCH, in its capacity as a Liquidity Bank to Atlantic (together with its
successors, “Calyon” and, together with Atlantic, the “Atlantic Group”), 

(h) THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., NEW YORK BRANCH, in its capacity as agent for the Gotham Group (together with
its successors in such capacity, the “Gotham Agent” or a “Co-Agent”), JPMORGAN CHASE BANK, N.A., in its capacity as agent for the PARCO Group (together with








 
its successors in such capacity, the “PARCO Agent” or a “Co-Agent”), BNP PARIBAS, ACTING THROUGH ITS NEW YORK BRANCH, in its capacity as agent for
the Starbird Group (together with its successors in such capacity, the “Starbird Agent” or a “Co-Agent”), CALYON NEW YORK BRANCH, in its capacity as agent for the PARCO Group (together with its
successors in such capacity, the “Atlantic Agent” or a “Co-Agent”), CITIBANK, N.A. in its capacity as agent for the CAFCO Group (together with its successors in such capacity, the “CAFCO
Agent” or, after effectiveness of this Amendment, a “Co-Agent”), and CITICORP NORTH AMERICA, INC. in its capacity as agent for the CAFCO Group (“CNAI” and, together with its successors in
such capacity, the “Withdrawing CAFCO Agent” or, prior to effectiveness of this Amendment, a “Co-Agent”), and 

(i) CITICORP NORTH AMERICA, INC., as administrative agent for the Gotham Group, the PARCO Group, the Starbird Group, the
CAFCO Group, the Atlantic Group and the Co-Agents (in such capacity, together with any successors thereto in such capacity, the “Administrative Agent” and together with each of the Co-Agents, the
“Agents”). 
 Capitalized terms used and not otherwise defined herein shall have the meanings attributed thereto in the
Credit Agreement (as defined below). 
 PRELIMINARY STATEMENTS 

WHEREAS, the parties hereto (other than Calyon and Atlantic) are parties to that certain Second Amended and
Restated Credit and Security Agreement, dated as of March 13, 2008, as amended (as hereby and hereafter amended, restated or otherwise modified from time to time, the “Credit Agreement”); 

WHEREAS, Atlantic wishes to become a Conduit, and Calyon wishes to become a Liquidity Bank and a Co-Agent,
under the Credit Agreement on the terms and subject to the conditions hereinafter set forth; 

WHEREAS, CNAI wishes to withdraw as the CAFCO Agent and Citibank wishes to replace CNAI as the CAFCO Agent,
under the Credit Agreement on the terms and subject to the conditions hereinafter set forth; 

WHEREAS, in addition, the Loan Parties desire to amend the Credit Agreement as hereinafter set forth; and

 WHEREAS, the 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: 

 

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 1. Amendments. Effective on the date hereof, upon satisfaction of each of the
conditions precedent set forth in Section 3 below: 
 1.1. The last paragraph of the Preliminary Statements in the Credit
Agreement is hereby amended and restated in its entirety to read as follows: 
 Citicorp North America, Inc. has
been requested and is willing to act as Administrative Agent on behalf of the Co-Agents and the Groups in accordance with the terms hereof. 

1.2. Section 1.1(a) of the Credit Agreement is hereby amended to (a) move the word “and” at the end of clause
(iii) thereof to the end of clause (iv) thereof, (b) to delete the proviso that appears immediately after clause (iv) thereof, and (c) to insert the following new clause (v) therein: 

(v) in the event that Atlantic elects not to make any such Loan to Borrower, the Atlantic Agent shall promptly notify
Borrower and, unless Borrower cancels its Borrowing Request, each of the Atlantic Liquidity Banks severally agrees to make its Ratable Share of such Loan to Borrower, on the terms and subject to the conditions hereof, provided that at
no time may the aggregate principal amount of Atlantic’s and the Atlantic Liquidity Banks’ Loans at any one time outstanding exceed the lesser of (i) the Atlantic Group’s Group Limit, and (ii) Atlantic’s Percentage of
the Borrowing Base (such lesser amount, the “Atlantic Allocation Limit”). 
 1.3. Section 1.2(a) of
the Credit Agreement is hereby amended and restated in its entirety to read as follows: 
 (a) Each Advance
hereunder shall consist of Loans made by each Conduit and/or its respective Liquidity Banks and which (except for any Advance which does not increase the aggregate principal amount of the Loans outstanding) shall be made in such proportions by each
Group such that, after giving effect thereto, the aggregate outstanding principal balance of the Loans outstanding from each Group shall be in proportion to such Group’s Percentage of the aggregate outstanding principal balance of all Advances
then outstanding hereunder. Any Advance which does not increase the aggregate principal amount outstanding may be funded solely by one or more of the members of a single Group. 

1.4. Section 1.5(f) of the Credit Agreement is hereby deleted in its entirety and replaced with the following: 

(f) If, on any Business Day, the aggregate outstanding principal amount of the Loans from the Atlantic Group exceeds the
Atlantic Allocation Limit, or the aggregate principal amount of the Loans outstanding from Atlantic exceeds the Atlantic Liquidity Banks’ aggregate Liquidity Commitments pursuant to the Atlantic Liquidity Agreement divided by

  

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102%, Borrower shall prepay such Loans by wire transfer to the Atlantic Agent received not later than 1:00 p.m. (New York City time) on the first Business Day thereafter of an amount sufficient
to eliminate such excess, together with accrued and unpaid interest on the amount prepaid. 
 (g) Upon receipt of
any wire transfer pursuant to Section 1.5(a), (b), (c), (d), (e) or (f), the applicable Co-Agent shall wire transfer to each of its Constituent Lenders their respective shares thereof not later than 1:30 p.m. (New York City time) on the
date when received. Any prepayment required pursuant to Section 1.5(b), (c), (d), (e) or (f) shall be applied first, to the ratable reduction of the applicable Group’s Alternate Base Rate Loans outstanding, second, to the ratable
reduction of the applicable Group’s LIBOR Loans outstanding, and lastly, to the reduction of the applicable Group’s CP Rate Loans selected by Borrower (or the Servicer, on Borrower’s behalf). 

1.5. Section 1.7 of the Credit Agreement is hereby amended and restated in its entirety to read as follows: 

Section 1.7. Distribution of Certain Notices; Notification of Interest Rates. Promptly after receipt thereof,
each Co-Agent will notify its Constituents of the contents of each Monthly Report, Borrowing Request, Commitment Reduction Notice, Prepayment Notice, or notice of default received by it from Borrower or the Servicer hereunder. In addition, each of
the Co-Agents shall promptly notify its Constituent Lenders and Borrower of each determination of and change in Interest Rates and of any decision by the Liquidity Banks in its Group not to extend their Liquidity Termination Date. 

1.6. Sections 2.2(c) and (e) of the Credit Agreement are hereby amended and restated in their entirety to read, respectively, as
follows: 
 (c) Borrower (or the Servicer, on Borrower’s behalf) may not request an Interest Period for a
LIBOR Loan unless it shall have given each of the applicable Co-Agent(s) written notice of its desire therefor not later than 1:00 p.m. (New York City time) at least three (3) Business Days prior to the first day of the desired Interest Period,
and, solely in the case of the Atlantic Group, received the Atlantic Agent’s consent to the making of a LIBOR Loan. Accordingly, all Liquidity Fundings shall initially be Alternate Base Rate Loans. . . . 

(e) Unless each of the Co-Agents shall have received written notice by 1:00 p.m. (New York City time) on the third
(3rd) Business Day prior to the last day of an Interest Period with respect to a LIBOR Loan that Borrower intends to reduce the aggregate principal amount of LIBOR Loans outstanding from the Liquidity Banks, each of the PARCO Liquidity Banks,
the Atlantic Liquidity Banks and the CAFCO Liquidity Banks shall be entitled to assume that Borrower desires to refinance its maturing LIBOR 

 

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Loans on the last day of such Interest Period with Alternate Base Rate Loans, and each of the Gotham Liquidity Banks and the Starbird Liquidity Banks shall be entitled to assume that Borrower
desires to refinance its maturing LIBOR Loans on the last day of such Interest Period with LIBOR Loans for the same Interest Period then ending to the extent of the applicable Liquidity Banks’ ability to provide the funding without the
customary three (3) Business Days notice or, otherwise, with Alternate Base Rate Loans. 
 1.7. The following clauses of
Section 7.1(i) of the Credit Agreement are hereby amended and restated in their entirety to read, respectively, as follows: 

(vi) at all times have a board of managers consisting of three members, at least one member of which is an Independent
Manager; . . . 
 (xiii) maintain its certificate of formation and operating agreement in conformity with this
Agreement, such that (A) it does not amend, restate, supplement or otherwise modify its certificate of formation and operating agreement in any respect that would impair its ability to comply with the terms or provisions of any of the
Transaction Documents, including, without limitation, this Section 7.1(i); and (B) at all times that this Agreement is in effect, provides for not less than ten (10) Business Days’ prior written notice to the Co-Agents of
the proposed replacement or appointment of any manager that is to serve as an Independent Manager for purposes of this Agreement and the condition precedent to giving effect to such replacement or appointment that each of the Co-Agents shall have
determined in its reasonable judgment that the designated Person satisfies the criteria set forth in the definition herein of “Independent Manager” (it being understood that each of the Co-Agents shall use commercially reasonable efforts
to respond in writing to any such notice not more than ten (10) Business Days after its actual receipt thereof and, in the case of any negative response, to specify the reason(s) therefor; provided, however, that in the event that
any Co-Agent fails to respond in ten (10) Business Days after its actual receipt of such notice, such Co-Agent shall be given a second notice of the proposed new Independent Manager and an additional five (5) Business Days to respond, and
if such Co-Agent fails to respond in such additional five (5) Business Days after its actual receipt of such second notice, such Co-Agent shall be deemed to have confirmed that the designated Person satisfies the criteria set forth in the
definition herein of “Independent Manager”); 
 1.8. Section 9.1(c) of the Credit Agreement is hereby amended and
restated in its entirety to read as follows: 
 (c) (i) Borrower shall appoint any Person to serve as an
additional or replacement Independent Manager without first having given the written notice required under Section 7.1(i)(xiii) to the Co-Agents and obtained the Co-Agents’ written confirmation of such Person’s independence as
required in such Section; or (ii) any Loan Party shall fail to perform or observe any 
  

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covenant contained in Section 7.2 or 8.5 when due. 
 1.9.
Section 10.2 of the Credit Agreement is hereby amended and restated in its entirety to read as follows: 

Section 10.2. Increased Cost and Reduced Return. 

(a) If after the date hereof, any Funding Source shall be charged any fee, expense or increased cost
on account of the adoption of any applicable law, rule or regulation (including any applicable law, rule or regulation regarding capital adequacy) or any change therein, or any change in the interpretation or administration thereof by any
governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance with any request or directive (whether or not having the force of law) of any such authority, central bank or
comparable agency (a “Regulatory Change”): (i) that subjects any Funding Source to any charge or withholding on or with respect to any Funding Agreement or a Funding Source’s obligations under a Funding Agreement,
or on or with respect to the Receivables, or changes the basis of taxation of payments to any Funding Source of any amounts payable under any Funding Agreement (except for changes in the rate of tax on the overall net income of a Funding Source or
Excluded Taxes) or (ii) that imposes, modifies or deems applicable any reserve, assessment, insurance charge, special deposit, increase in capital or similar requirement against assets of, deposits with or for the account of a Funding Source,
or credit extended by a Funding Source pursuant to a Funding Agreement or (iii) that imposes any other condition the result of which is to increase the cost to a Funding Source of performing its obligations under a Funding Agreement, or to
reduce the rate of return on a Funding Source’s capital as a consequence of its obligations under a Funding Agreement, or to reduce the amount of any sum received or receivable by a Funding Source under a Funding Agreement or to require any
payment calculated by reference to the amount of interests or loans held or interest received by it (each such Funding Source that suffers any event described in any of the preceding clauses (i)-(iii), an “Affected Entity”),
then, upon written demand by the applicable Co-Agent upon the Borrower (with a copy to the Administrative Agent and Servicer), the Borrower shall pay to the Administrative Agent, for the benefit of the relevant Affected Entity, such amounts charged
to such Affected Entity or such amounts to otherwise compensate such Affected Entity for such increased cost or such reduction; provided, however, that in the case of a Regulatory Change resulting in an increase in the regulatory
capital required to be maintained by any Affected Entity, the Borrower shall not be liable to compensate such Affected Entity for such increase for any period prior to the
61st day following written notification thereof from the
applicable Co-Agent to the Borrower (with a copy to the Administrative Agent and the Servicer). 
 (b) If
Affected Entities from less than all of the Groups request 
  

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compensation under Section 10.2(a), the Borrower shall have the right to (i) replace the claiming Group by requiring all of its Constituents to assign all or any portion of their
Commitment, Group Limit and outstanding Obligations, as applicable, by entering into written assignments with one or more Eligible Assignees identified by the Borrower, and (ii) without regard to any other provision of this Agreement requiring
payments to be made or Commitments to be reduced ratably amongst the Groups, to pay in full of all remaining Obligations (if any) owing to such Group and terminate the remaining portion (if any) of such Group’s Commitment and Group Limit. Each
assignment pursuant to clause (i) above to an Eligible Assignee (which may include a Constituent of another Co-Agent) shall become effective on the date specified therein subject to receipt of payment in full on such date for all Obligations
owing to the Group being replaced, and the Group being replaced agrees to make the requested assignments; provided that (A) any expenses or other amounts which would be owing to such Group pursuant to any indemnification provision
hereof (including, without limitation, Section 4.3) shall be payable by the Borrower as if the Borrower had prepaid the Loans of the assigning Group rather than the members of such Group having assigned their respective interests hereunder, and
(B) if the Administrative Agent is an Affiliate of the members of any Group that is being replaced, the Borrower shall appoint a successor Administrative Agent from the Eligible Assignees or remaining Groups. To the extent that replacement of
the Administrative Agent or any partial reduction of the Aggregate Commitment resulting from the foregoing assignments or prepayments requires amendments (rather than assignments) of this Agreement or any of the Transaction Documents, each of the
parties hereto agrees to cooperate with the preparation and execution of such amendments. 
 1.10. Section 11.1 of the
Credit Agreement is hereby amended and restated in its entirety to read as follows: 
 Section 11.1.
Appointment. 
 (a) Each member of the Gotham Group hereby irrevocably designates and appoints The Bank of
Tokyo-Mitsubishi UFJ, Ltd., New York Branch, as Gotham Agent hereunder and under the other Transaction Documents to which the Gotham Agent is a party, and authorizes the Gotham Agent to take such action on its behalf under the provisions of the
Transaction Documents and to exercise such powers and perform such duties as are expressly delegated to the Gotham Agent by the terms of the Transaction Documents, together with such other powers as are reasonably incidental thereto. Each member of
the PARCO Group hereby irrevocably designates and appoints JPMorgan Chase Bank, N.A., as PARCO Agent hereunder and under the other Transaction Documents to which the PARCO Agent is a party, and authorizes the PARCO Agent to take such action on its
behalf under the provisions of the Transaction Documents and to exercise such powers and perform such duties as are expressly delegated to the PARCO Agent by the 

 

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terms of the Transaction Documents, together with such other powers as are reasonably incidental thereto. Each member of the Starbird Group hereby irrevocably designates and appoints BNP Paribas,
acting through its New York Branch, as Starbird Agent hereunder and under the other Transaction Documents to which the Starbird Agent is a party, and authorizes the Starbird Agent to take such action on its behalf under the provisions of the
Transaction Documents and to exercise such powers and perform such duties as are expressly delegated to the Starbird Agent by the terms of the Transaction Documents, together with such other powers as are reasonably incidental thereto. Each member
of the Atlantic Group hereby irrevocably designates and appoints Calyon New York Branch, as Atlantic Agent hereunder and under the other Transaction Documents to which the Atlantic Agent is a party, and authorizes the Atlantic Agent to take such
action on its behalf under the provisions of the Transaction Documents and to exercise such powers and perform such duties as are expressly delegated to the Atlantic Agent by the terms of the Transaction Documents, together with such other powers as
are reasonably incidental thereto. Each member of the CAFCO Group hereby irrevocably designates and appoints Citibank, N.A., as CAFCO Agent hereunder and under the other Transaction Documents to which the CAFCO Agent is a party, and authorizes the
CAFCO Agent to take such action on its behalf under the provisions of the Transaction Documents and to exercise such powers and perform such duties as are expressly delegated to the CAFCO Agent by the terms of the Transaction Documents, together
with such other powers as are reasonably incidental thereto. Each of the Lenders and the Co-Agents hereby irrevocably designates and appoints Citicorp North America, Inc. as Administrative Agent hereunder and under the Transaction Documents to which
the Administrative Agent is a party, and authorizes the Administrative Agent to take such action on its behalf under the provisions of the Transaction Documents and to exercise such powers and perform such duties as are expressly delegated to the
Administrative Agent by the terms of the Transaction Documents, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in this Agreement, none of the Agents shall have any duties
or responsibilities, except those expressly set forth in the Transaction Documents to which it is a party, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on
the part of such Agent shall be read into any Transaction Document or otherwise exist against such Agent. 
 (b)
The provisions of this Article XI are solely for the benefit of the Agents and the Lenders, and neither of the Loan Parties shall have any rights as a third-party beneficiary or otherwise under any of the provisions of this Article XI, except that
this Article XI shall not affect any obligations which any of the Agents or Lenders may have to either of the Loan Parties under the other provisions of this Agreement. 

(c) In performing its functions and duties hereunder, (i) each
Co-
  

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Agent shall act solely as the agent of its Constituents and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for either of the Loan
Parties or any of their respective successors and assigns and (ii) the Administrative Agent shall act solely as the agent of the Secured Parties and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or
agency with or for either of the Loan Parties or any of their respective successors and assigns. 
 1.11. Section 11.9 of
the Credit Agreement is hereby amended to insert the following new clause (e) at the end thereof: 
 (e)
Calyon acts, or may in the future act: (i) as administrator of Atlantic, (ii) to provide credit or liquidity enhancement for the timely payment for Atlantic’s Commercial Paper and (iii) to provide other services from time to time
for Atlantic (collectively, the “Calyon Roles”). Without limiting the generality of Sections 11.1 and 11.8, each of the Agents and Atlantic hereby acknowledges and consents to any and all Calyon Roles and agrees
that in connection with any Calyon Role, Calyon may take, or refrain from taking, any action which it, in its discretion, deems appropriate, including, without limitation, in its role as administrator of Atlantic, the giving of notice to the
Atlantic Liquidity Banks of a mandatory purchase pursuant to the Atlantic Liquidity Agreement. 
 1.12. Section 12.2(a) of
the Credit Agreement is hereby amended and restated in its entirety to read as follows: 
 (a) the assignment by
a Lender in accordance with Section 1.2(c), 10.2(b) or 12.1(b) or (c), the Eligible Assignee(s) receiving such assignment shall have all of the rights of such Lender with respect to the Transaction Documents and the
Obligations (or such portion thereof as has been assigned). 
 1.13. Section 14.1(b) of the Credit Agreement is hereby
amended and restated in its entirety to read as follows: 
 (b) without the prior written consent of all of its
Constituents, no Co-Agent will amend, modify or waive any provision of this Agreement which would (i) reduce the amount of any principal or interest that is payable on account of its Conduit’s Loans or delay any scheduled date for payment
thereof; (ii) decrease the Required Reserve, decrease the spread included in any Interest Rate or change the Servicing Fee; (iii) modify this Section 14.1; or (iv) modify any yield protection or indemnity provision which
expressly inures to the benefit of assignees or Participants of such Co-Agent’s Conduit. 
 1.14. Section 14.5(b)(iv)
of the Credit Agreement is hereby amended to insert “Calyon,” before “BTMU”. 
  

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 1.15. Section 14.7 of the Credit Agreement is hereby amended to insert the following
new paragraph at the end thereof: 
 Notwithstanding anything in this Agreement to the contrary, no Conduit shall
have any obligation to pay any amount required to be paid by it hereunder in excess of any amount available to such Conduit after paying or making provision for the payment of its Commercial Paper. All payment obligations of each of the Conduits
hereunder are contingent on the availability of funds in excess of the amounts necessary to pay its respective Commercial Paper; and each of the other parties hereto agrees that it will not have a claim under Section 101(5) of the Bankruptcy
Code if and to the extent that any such payment obligation owed to it by a Conduit exceeds the amount available to such Conduit, after paying or making provision for the payment of its Commercial Paper. 

1.17. A new Section 14.11(b) of the Credit Agreement is hereby amended to delete “Sections 14.5 and 14.6” where it appears
and to substitute in lieu thereof “Sections 14.5, 14.6, 14.7 and 14.13.” 
 1.18. A new Section 14.13 is hereby
added to the Credit Agreement which reads as follows: 
 Section 14.13. Tax Gross-Up. All payments to
be made by Borrower hereunder shall be made without setoff, counterclaim or other defense and free and clear of any deduction or withholding. If Borrower is required by law to make any deduction or withholding from any payment on account of any Tax
(other than an Excluded Tax), the sum due from it in respect of such payment shall be increased to the extent necessary to ensure that, after the making of such deduction or withholding, the intended recipient receives a net sum equal to the sum
which it would have received had no deduction or withholding been made. 
 1.19. The following Sections of the Credit Agreement
are hereby deleted in their entirety and replaced with “[intentionally omitted]”: Sections 1.1(b), 1.1(c), 1.3(e), 1.4(d), 1.4(e), 1.8, 1.9 and 1.10. 

1.20. The definitions of the following terms in Exhibit I to the Credit Agreement are hereby deleted in their entirety: 

“Cash Secured Advance” 

“Cash Secured Advance Commencement Date” 

“Collateral Advance Account” 

“Collateral Advance Account Bank” 

“Term-Out Lender” 

“Term-Out Lender Funding Date” 

“Term Period” 
  

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 1.21. Clause (iv) of the definition in Exhibit I to the Credit Agreement of
“Eligible Receivable” is hereby amended and restated in its entirety to read as follows: 

(iv) which (A) by its terms is due and payable within 91 days of the original billing date therefor and has not had
its payment terms extended more than once, (B) has not been transferred, in whole or in part, to notes receivable, and (C) is not owing from an Obligor that has had all or any portion of the Receivables owing from it transferred to notes
receivable, 
 1.22. The definition in Exhibit I to the Credit Agreement of each of the terms specified below is hereby amended
and restated in its entirety to read, respectively, as follows: 
 “Affected Entity” has
the meaning set forth in Section 10.2(a). 
 “Alternate Base Rate” [***]

 “CAFCO Allocation Limit” has the meaning set forth in Section 1.1(a)(iv).

 “Commitment Termination Date” means the earliest of (a) as to each Group, its
Liquidity Termination Date, (b) the Amortization Date, and (c) the date the Aggregate Commitment reduces to zero. 

“Committed Lender” means (a) each of the Gotham Liquidity Banks, (b) each of the PARCO
Liquidity Banks, (c) each of the Starbird Liquidity Banks, (d) each of the CAFCO Liquidity Banks, and (e) each of the Atlantic Liquidity Banks. 

“Conduits” means Gotham, Starbird, Parco, CAFCO and Atlantic. 

“Constituent” means, (a) as to the Gotham Group, any member of the Gotham Group from time to
time a party hereto, (b) as to the PARCO Agent, any member of the PARCO Group from time to time party hereto, (c) as to the Starbird Agent, any member of the Starbird Group from time to time party hereto, (d) as to the CAFCO Group,
any member of the CAFCO Group from time to time party hereto, and (e) as to the Atlantic Agent, any member of the Atlantic Group from time to time party hereto, and when used as an adjective, “Constituent” shall have a
correlative meaning. 
 “Eligible Assignee” means: 

(a) for any of the Conduits, (i) any bankruptcy-remote commercial paper conduit whose Commercial Paper is rated at
least “A-1” by S&P and “P-1” by Moody’s, or (ii) any Liquidity Bank, or 

(b) for all Lenders, any commercial bank having combined capital and surplus of at least $250,000,000 with a rating of its
(or its parent holding company’s) short-term securities equal to or higher than (A) “A-1” by S&P and (B) “P-1” by Moody’s. 

 

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 “Fee Letters” means, collectively, the
Administrative Agent’s Fee Letter and the Co-Agents’ Fee Letter. 
 “Funding
Source” means (i) any Liquidity Bank, (ii) any insurance company, bank or other funding entity providing liquidity, credit enhancement or back-up purchase support or facilities to any Conduit, including, without limitation,
such Conduit’s Participants, if any, or (iii) any holding company of any of the foregoing. 

“Gotham Allocation Limit” has the meaning set forth in Section 1.1(a)(i). 

“Group” means the Atlantic Group, the Gotham Group, the PARCO Group, the Starbird Group or the
CAFCO Group, as the case may be. 
 “Independent Manager” means a member of the board of
managers of Borrower who (a) is not at such time, and has not been at any time during the preceding five (5) years: (i) a customer, advisor, supplier, director, officer, employee or affiliate of International Paper or any of its
Subsidiaries or Affiliates other than Borrower (International Paper and such Subsidiaries and Affiliates other than Borrower being hereinafter referred to as the “Corporate Group”), (ii) the owner (whether direct,
indirect or beneficial) at the time of such individual’s appointment as an Independent Manager or at any time thereafter while serving as an Independent Manager, of any of the outstanding membership interests of Borrower or any of its
Affiliates (provided that indirect ownership of Borrower or of any Affiliate by any person through a mutual fund or similar diversified investment pool shall not disqualify such person from being an Independent Manager unless such person
maintains direct or indirect control of the investment decisions of such mutual fund or similar diversified investment pool), (iii) a person related to any person referred to in clauses (i) and (ii); or (iv) a trustee, conservator or
receiver for any member of the Corporate Group; and (b) has (i) prior experience as an independent director or independent manager for an entity whose charter documents required the unanimous consent of all independent directors or
independent managers thereof, as applicable, before such entity could consent to the institution of bankruptcy or insolvency proceedings against it or could file a petition seeking relief under any applicable federal or state law relating to
bankruptcy and (ii) at least three years of employment experience with one or more entities that provide, in the ordinary course of their respective business, advisory, management or placement services to issuers of securitization or structured
finance instruments, agreements or securities. 
 “LIBOR” means, for any Interest Period,
the rate per annum equal to the sum of (i) (a) the rate per annum determined on the basis of the offered rate for deposits in U.S. dollars of amounts equal or comparable to the principal amount of the related Loan offered for a term
comparable to such Interest Period, which rates appear on a Bloomberg L.P. terminal, displayed under the address “US0001M <Index> Q <Go>“ effective as of 11:00 A.M., London time, two Business Days prior to the first day
of such Interest Period, provided that if no such offered rates 
  

 12 








 
appear on such page, LIBOR for such Interest Period will be the arithmetic average (rounded upwards, if necessary, to the next higher 1/100th of 1%) of rates quoted by not less than two major
banks in New York, New York, selected by the Administrative Agent, at approximately 10:00 a.m. (New York time), two Business Days prior to the first day of such Interest Period, for deposits in U.S. dollars offered by leading European banks for a
period comparable to such Interest Period in an amount comparable to the principal amount of such Loan, divided by (b) one minus the maximum aggregate reserve requirement (including all basic, supplemental, marginal or other reserves)
which is imposed against the Administrative Agent in respect of Eurocurrency liabilities, as defined in Regulation D of the Board of Governors of the Federal Reserve System as in effect from time to time (expressed as a decimal), applicable to such
Interest Period, plus (ii) [***] basis points. LIBOR shall be rounded, if necessary, to the next higher
 1/16 of 1%. 

“Liquidity Termination Date” means: 

(a) as to the Gotham Group, January 12, 2011 (unless such date is extended from time to time in the sole discretion
of the Gotham Liquidity Banks); 
 (b) as to the PARCO Group, January 12, 2011 (unless such date is extended
from time to time in the sole discretion of the PARCO Liquidity Banks); 
 (c) as to the Starbird Group,
January 12, 2011 (unless such date is extended from time to time in the sole discretion of the Starbird Liquidity Banks); 

(d) as to the CAFCO Group, January 12, 2011 (unless such date is extended from time to time in the sole discretion of
the CAFCO Liquidity Banks); and 
 (e) as to the Atlantic Group, January 12, 2011 (unless such date is
extended from time to time in the sole discretion of the Atlantic Liquidity Banks). 

“Obligations” means, at any time, any and all obligations of either of the Loan Parties to any of
the Secured Parties arising under or in connection with the Transaction Documents, whether now existing or hereafter arising, due or accrued, absolute or contingent, including, without limitation, obligations in respect of Aggregate Principal, CP
Costs, Interest, fees under the Fee Letters, Broken Funding Costs and Indemnified Amounts. 
 “PARCO
Allocation Limit” has the meaning set forth in Section 1.1(a)(ii). 
 “Pool
Funded Conduits” means Atlantic, PARCO, Starbird, CAFCO and Gotham. 
 “Starbird
Allocation Limit” has the meaning set forth in Section 1.1(a)(iii). 
  

 13 








 1.23. The following new definitions are hereby inserted into Exhibit I to the Credit
Agreement in their appropriate alphabetical order: 
 “Administrative Agent’s Fee
Letter” means that certain Administrative Agent’s Fee Letter dated as of January 13, 2010 by and among the Administrative Agent, International Paper and Borrower, as the same may be amended, restated or otherwise modified from
time to time. 
 “Atlantic” means Atlantic Asset Securitization LLC, a Delaware limited
liability company, and its successors. 
 “Atlantic Agent” means Calyon in its capacity
as agent for the Atlantic Group, together with its successors in such capacity. 
 “Atlantic
Allocation Limit” has the meaning set forth in Section 1.1(a)(v). 

“Atlantic Group” means, collectively, Atlantic and the Atlantic Liquidity Bank(s). 

“Atlantic Liquidity Agreement” means, collectively, any liquidity agreement pursuant to which any
of the Atlantic Liquidity Banks provides liquidity to Atlantic and any related asset purchase agreement, as each may be amended, restated, supplemented, replaced or otherwise modified from time to time. 

“Atlantic Liquidity Bank” means Calyon and any other Liquidity Bank that now or hereafter enters
into this Agreement and the Atlantic Liquidity Agreement. 
 “Calyon” means Calyon New
York Branch. 
 “Co-Agents’ Fee Letter” means that certain Co-Agents’ Fee
Letter dated as of January 13, 2010 by and among the Co-Agents and Borrower, as the same may be amended, restated or otherwise modified from time to time. 

1.24. Each of Exhibit II, IV, V and VII to the Credit Agreement is hereby amended and restated in its entirety to read as set forth in
the comparably numbered exhibit set forth Annex A to this Amendment. 
 1.25. Schedule A to the Credit Agreement is hereby
amended and restated in its entirety to read as set forth in Annex B to this Amendment. 
 2. Representations and
Warranties. As an inducement to the Agents and the Lenders to enter into this Amendment, Borrower hereby represents and warrants to each of them as follows: 

(i) the representations and warranties set forth in Section 6.1 of the Credit Agreement are true and correct
on and as of the date of this Amendment as though made on and as of such date; and 
  

 14 








 (ii) no event has occurred and is continuing that constitutes an
Amortization Event, and no event has occurred and is continuing that constitutes an Unmatured Amortization Event. 
 3.
Conditions Precedent. This Amendment shall become effective as of the date first above written upon (a) execution and delivery to the Administrative Agent’s counsel of each of the documents listed on Annex C hereto, and
(b) receipt by the Co-Agents of the Amendment and Renewal Fee (as defined in the Co-Agents’ Fee Letter) in immediately available funds. 

4. Miscellaneous. 

(a) CHOICE OF LAW. THIS AMENDMENT SHALL BE GOVERNED BY 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, the Credit Agreement remains unaltered and in full force and effect and is
hereby ratified and confirmed. 
  

 15 








 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, LLC

		
	 By:
	 	 /s/ David E. Arick

		 	 Name:  David E. Arick

		 	 Title:    President




 

 16 









			
	 INTERNATIONAL PAPER COMPANY, AS SERVICER

		
	 By:
	 	 /s/ Errol A. Harris

		 	 Name:  Errol A. Harris

		 	 Title:    Vice President & Treasurer




 

 17 









			
	GOTHAM FUNDING CORPORATION
		
	By:	 	 /s/ David V. DeAngelis

	Name: David V. DeAngelis
	Title: Vice President
	
	THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., NEW YORK BRANCH, as a Liquidity Bank
		
	By:	 	 /s/ Ravneet Mumick

	Name: Ravneet Mumick
	Title: Authorized Signatory
	
	THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., NEW YORK BRANCH, as Gotham Agent
		
	By:	 	 /s/ Ichinari Matsui

	Name: Ichinari Matsui
	Title: SVP & Group Head


  

 18 









			
	PARK AVENUE RECEIVABLES COMPANY LLC
		
	BY:	 	JPMORGAN CHASE BANK, N.A., ITS ATTORNEY-IN-FACT
		
	By:	 	 /s/ Trisha Lesch

	Name:	 	Trisha Lesch
	Title:	 	Vice President
	
	 JPMORGAN CHASE BANK, N.A.,

as a Liquidity Bank and as PARCO Agent

		
	By:	 	 /s/ Trisha Lesch

	Name:	 	Trisha Lesch
	Title:	 	Vice President
	
	STARBIRD FUNDING CORPORATION
		
	By:	 	 /s/ Frank B. Bilotta

	Name:	 	Frank B. Bilotta
	Title:	 	President
	
	BNP PARIBAS, ACTING THROUGH ITS NEW YORK BRANCH, as a Liquidity Bank and as Starbird Agent
		
	By:	 	 /s/ Mary Dierdorff

	Name:	 	Mary Dierdorff
	Title:	 	Managing Director
		
	By:	 	 /s/ Sean Reddington

	Name:	 	Sean Reddington
	Title:	 	Managing Director


  

 19 









			
	ATLANTIC ASSET SECURITIZATION LLC
		
	BY:	 	CALYON NEW YORK BRANCH, AS
ATTORNEY-IN-FACT
		
	By:	 	 /s/ Richard McBride

	Name:	 	Richard McBride
	Title:	 	Director
		
	By:	 	 /s/ Sam Pilcer

	Name:	 	Sam Pilcer
	Title:	 	Managing Director
	
	 CALYON NEW YORK BRANCH,

individually and as Atlantic Agent

		
	By:	 	 /s/ Richard McBride

	Name:	 	Richard McBride
	Title:	 	Director
		
	By:	 	 /s/ Sam Pilcer

	Name:	 	Sam Pilcer
	Title:	 	Managing Director


  

 20 









			
	CAFCO, LLC
		
	BY:	 	CITIBANK, N.A., ITS ATTORNEY-IN-FACT
		
	By:	 	 /s/ Marina Donskaya

	Name:	 	Marina Donskaya
	Title:	 	Vice President
	
	 CITICORP NORTH AMERICA, INC.,

as Withdrawing CAFCO Agent and as Administrative Agent

		
	By:	 	 /s/ Marina Donskaya

	Name:	 	Marina Donskaya
	Title:	 	Vice President
	
	 CITIBANK, N.A.,
 as
CAFCO Agent and as a Liquidity Bank

		
	By:	 	 /s/ Marina Donskaya

	Name:	 	Marina Donskaya
	Title:	 	Vice President


  

 21 








 ANNEX A 

EXHIBIT II 

FORM OF BORROWING REQUEST 

— 

RED BIRD RECEIVABLES, LLC 

BORROWING REQUEST 

For Borrowing on
                     
 The Bank
of Tokyo-Mitsubishi UFJ, Ltd., New York Branch, as Gotham Agent 
 1251 Avenue of the Americas 

New York, New York 10020-1104 
 Attn:
Securitization Group, Fax No. (212) 782-6448 
 JPMorgan Chase Bank, N.A., as PARCO Agent 

Chase Tower, 13th Floor 
 10 South Dearborn, Mail
Suite IL1-0079 
 Chicago, IL 60603 

Attention: PARCO Funding Manager, Fax No. (312) 732-1844 

BNP Paribas, acting through its New York Branch, as Starbird Agent 

787 Seventh Avenue, 8th Floor 
 New York, New
York 10019 
 Attention: Linda Ruivivar, Fax No. (212) 841-2992 

Calyon New York Branch, as Atlantic Agent 
 1301
Avenue of the Americas 
 New York, NY 10019 

Attention: Roman Burt, Fax No. (917) 849-5584 

and 
 Citibank, N.A., as CAFCO Agent

 750 Washington Boulevard 
 Stamford,
CT 06901 
 Attention: Loretta Lachman, Fax No. (914) 274-9027 

Ladies and Gentlemen: 

Reference is made to the Second Amended and Restated Credit and Security Agreement dated as of March 13, 2008 (as amended,
supplemented or otherwise modified from time to time, the “Credit Agreement”) among Red Bird Receivables, LLC (the “Borrower”), International Paper Company, as Servicer, the Conduits, Liquidity Banks
and Co-Agents, from time to time 
  

 22 








 
party thereto, and Citicorp North America, Inc., as Administrative Agent. Capitalized terms defined in the Credit Agreement are used herein with the same meanings. 

1. The Borrower hereby certifies, represents and warrants to the Agents and the Lenders that on and as of the Borrowing Date (as
hereinafter defined): 
 (a) all applicable conditions precedent set forth in Article V of the Credit Agreement have been
satisfied; 
 (b) each of its representations and warranties contained in Section 6.1 of the Credit Agreement will
be true and correct, in all material respects, as if made on and as of the Borrowing Date; 
 (c) no event will have occurred
and is continuing, or would result from the requested Advance, that constitutes an Amortization Event or Unmatured Amortization Event; 

(d) the Termination Date has not occurred; and 

(e) after giving effect to the Loans comprising the Advance requested below, the aggregate principal amount of the Gotham Group’s
Loans at any one time outstanding will not exceed the Gotham Allocation Limit, the aggregate principal amount of the PARCO Group’s Loans at any one time outstanding will not exceed the PARCO Allocation Limit, the aggregate principal amount of
the Starbird Group’s Loans at any one time outstanding will not exceed the Starbird Allocation Limit, the aggregate principal amount of the Atlantic Group’s Loans at any one time outstanding will not exceed the Atlantic Allocation Limit,
and the aggregate principal amount of the CAFCO Group’s Loans at any one time outstanding will not exceed the CAFCO Allocation Limit. 

2. The Borrower hereby requests that the Conduits (or their respective Liquidity Banks) make an Advance on
            ,          (the “Borrowing Date”) as follows: 

(a) Aggregate Amount of Advance:
$                     calculated as: 
  

							
	Rollover Amount:	 	  
	 		 	
	Reduction Amount:	 	  
	 		 	
	New Loan Amount:	 	
                    
 
	 		 	
	Total Advance:	 	  
	 		 	
	  

1.      Gotham Group’s Share of Advance:
$                    
  

2.      PARCO Group’s Share of Advance:
$                    
  

3.      Starbird Group’s Share of Advance:
$                    
  

4.      CAFCO Group’s Share of Advance:
$                    
  

5.      Atlantic Group’s Share of Advance:
$                    


  

 23 








 (b) Interest Rate Requested: CP Rate 

(c) PARCO Group, Starbird Group, CAFCO Group, Atlantic Group and Gotham Group repayment date:
                     

3. Please disburse the proceeds of the Loans as follows: 

(i) Gotham Group: [Wire transfer
$                     to account no.
                     at                     
Bank, in [city, state], ABA No.                     , Reference:
                    ]; 

(ii) PARCO Group: [Wire transfer
$                     to account no.
                     at                     
Bank, in [city, state], ABA No.                     , Reference:
                    ]; 

(iii) Starbird Group: [Wire transfer
$                     to account no.
                     at                     
Bank, in [city, state], ABA No.                     , Reference:
                    ]; 

(iv) CAFCO Group: [Wire transfer
$                     to account no.
                     at                     
Bank, in [city, state], ABA No.                     , Reference:
                    ]; and 

(v) Atlantic Group: [Wire transfer
$                     to account no.
                     at                     
Bank, in [city, state], ABA No.                     , Reference:
                    ]. 

IN WITNESS WHEREOF, the Borrower has caused this Borrowing Request to be executed and delivered as of this
     day of             ,         . 

 

			
	RED BIRD RECEIVABLES, LLC, AS BORROWER
		
	By:	 	  

		 	Name:
		 	Title:


  

 24 








 EXHIBIT IV 

NAMES OF COLLECTION BANKS; LOCK BOXES & COLLECTION ACCOUNTS 

[***] 
  

 25 








 EXHIBIT V 

FORM OF COMPLIANCE CERTIFICATE 
  

	To:	The Bank of Tokyo-Mitsubishi UFJ, Ltd., New York Branch, as Gotham Agent 


JPMorgan Chase Bank, N.A., as PARCO Agent 

BNP Paribas, acting through its New York branch, as Starbird Agent 

Calyon New York Branch, as Atlantic Agent 

Citibank, N.A., as CAFCO Agent 

Citicorp North America, Inc., as Administrative Agent 

This Compliance Certificate is furnished pursuant to that certain Second Amended and Restated Credit and Security Agreement dated as of
March 13, 2008 among Red Bird Receivables, LLC (the “Borrower”), International Paper Company, as Servicer, the Conduits, Liquidity Banks and Co-Agents from time to time party thereto, and Citicorp North America, Inc., as
Administrative Agent (as amended, restated or otherwise modified from time to time, the “Agreement”). Capitalized terms used and not otherwise defined herein are used with the meanings attributed thereto in the Agreement.

 THE UNDERSIGNED HEREBY CERTIFIES THAT: 

1. I am the duly elected
                                 of Borrower. 

2. I have reviewed the terms of the Agreement and I have made, or have caused to be made under my supervision, a detailed review of the
transactions and conditions of Borrower and its Subsidiaries during the accounting period covered by the attached financial statements. 

3. The examinations described in paragraph 2 did not disclose, and I have no knowledge of, the existence of any condition or event which
constitutes an Amortization Event or Unmatured Amortization Event, as each such term is defined under the Agreement, during or at the end of the accounting period covered by the attached financial statements or as of the date of this Certificate[,
except as set forth in paragraph 4 below]. 
 [4. Described below are the exceptions, if any, to paragraph 3 by listing, in
detail, the nature of the condition or event, the period during which it has existed and the action which Borrower has taken, is taking, or proposes to take with respect to each such condition or event:
                                ] 

The foregoing certifications and the financial statements delivered with this Certificate in support hereof, are made and delivered as of
            , 20    . 
  

			
	By:	 	  

		 	Name:
		 	Title:


  

 26 








 EXHIBIT VII 

FORM OF PARTIAL RELEASE AND SALE DOCUMENTS 

ADMINISTRATIVE AGENT’S RELEASE OF CERTAIN RECEIVABLE ASSETS 

FOR GOOD AND VALUABLE CONSIDERATION, the receipt and sufficiency of which are hereby acknowledged, the
Administrative Agent (hereinafter defined) under that certain Second Amended and Restated Credit and Security Agreement, dated as of March 13, 2008, as amended (the “CSA”), by and among (a) RED BIRD RECEIVABLES,
LLC, a Delaware limited liability company (“Borrower”), (b) INTERNATIONAL PAPER COMPANY, a New York corporation (“International Paper”), as Servicer, (c) THE CONDUITS, LIQUIDITY BANKS AND
CO-AGENTS FROM TIME TO TIME PARTY THERETO, and (d) CITICORP NORTH AMERICA, INC., as Administrative Agent (in such capacity, together with its successors in such capacity, the “Administrative Agent”) does hereby
irrevocably release all right, title and interest in and to, and liens and security interests upon, the following personal property: 

All existing and future Receivables as to which
                     (or one of its Affiliates) is the Obligor, the Related Security associated directly with such Receivables (except to the extent
such Related Security includes Records related to other Receivables), and all Collections on and other proceeds of the foregoing (collectively, the “Specified Receivables”). 

Capitalized terms used herein are used with the meanings attributed thereto in the CSA. 

Further, notwithstanding any provision of the CSA to the contrary, the Administrative Agent, on behalf of the Agents and the Lenders,
hereby consents to (a) the sale by the Borrower of any Specified Receivables owned by the Borrower to International Paper for an aggregate sum of
$                    , and (b) the sale by International Paper to
                                 (“Purchaser”), for an aggregate
sum of $                    . 

This release is executed by the Administrative Agent on behalf of the Agents and the Lenders party to the CSA, without representation or
warranty of any kind, express or implied, except that the Administrative Agent has not granted any right, title or interest in, or lien upon, the Specified Receivables to any other Person. 

IN WITNESS WHEREOF, the undersigned has executed this instrument as of
            , 200    . 
  

			
	CITICORP NORTH AMERICA, INC., as Administrative Agent
		
	By:	 	  

		 	Title:


 Attachment: Exhibit A 

 

 27 








 SALE OF CERTAIN RECEIVABLE ASSETS 

IN CONSIDERATION OF THE PAYMENT OF
$                    , the receipt and sufficiency of which are hereby acknowledged, RED BIRD RECEIVABLES, LLC, a Delaware limited liability company
(“Red Bird”), hereby sells, assigns, transfers and conveys, to INTERNATIONAL PAPER COMPANY, a New York corporation (“International Paper”), all right, title and interest in and to the trade accounts
receivable as to which                              (or one of its Affiliates) is the account debtor that is
listed on Exhibit A attached hereto and made a part hereof, together with all records related thereto and all proceeds of the foregoing (collectively, the “Specified Receivables”), without representation or warranty of any
kind, express or implied. 
 It is Red Bird’s intention that the conveyance of the Specified Receivables made hereunder
shall constitute a true sale, which sale is absolute and irrevocable and provides International Paper with the full benefits of ownership of the Specified Receivables. 

IN WITNESS WHEREOF, Red Bird has caused this instrument to be duly executed and delivered on
            , 20    . 
  

			
	RED BIRD RECEIVABLES, LLC
		
	By:	 	  

		 	Name:
		 	Title:


 Agreed to and accepted:

  

			
	INTERNATIONAL PAPER COMPANY
		
	By:	 	  

	Name:	 	
	Title:	 	

 Attachment: Exhibit A 
  

 28 








 ANNEX B 

SCHEDULE A 

COMMITMENTS 

[***] 
  

 29 








 ANNEX C 

CLOSING DOCUMENTS 
  

	1.	Amendment No. 3 to Second Amended and Restated Credit and Security Agreement, duly executed by each of the parties thereto. 


 

	2.	Administrative Agent’s Fee Letter, duly executed by each of the parties thereto. 


 

	3.	Co-Agents’ Fee Letter, duly executed by each of the parties thereto. 

  


	4.	An amendment to Borrower’s limited liability company agreement incorporating the change in Section 7.1(i)(xiii)(B). 


 

	5.	A certificate of Borrower’s Assistant Secretary certifying a copy of its resolutions authorizing its execution delivery and performance of the above documents and
the names and titles of its authorized officers. 

  

	6.	A Certificate of IPCO’s financial officer certifying that, as of the closing date, no Termination Event or Unmatured Termination Event exists and is continuing
under the Receivables Sale and Contribution Agreement. 

  

	7.	A Compliance Certificate in the form of Exhibit V in Annex A to this Amendment, duly executed by Borrower. 


 

	8.	A reliance letter, addressed to Atlantic, Calyon and Citibank (in its capacity as successor CAFCO Agent), with respect to each of the legal opinions delivered under the
Receivables Sale and Contribution Agreement and the Credit and Security Agreement.