CREDIT AGREEMENT dated as of February 13, 2012 Among INTERNATIONAL PAPER COMPANY, The LENDERS Party Hereto and UBS AG, STAMFORD BRANCH, as Administrative Agent BNP PARIBAS SECURITIES CORP. as Syndication Agent DEUTSCHE BANK SECURITIES INC., HSBC...

CREDIT AGREEMENT dated as of February 13, 2012 Among INTERNATIONAL PAPER COMPANY, The LENDERS Party Hereto and UBS AG, STAMFORD BRANCH, as Administrative Agent BNP PARIBAS SECURITIES CORP. as Syndication Agent DEUTSCHE BANK SECURITIES INC., HSBC...

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Table of Contents

Exhibit 10.1

EXECUTION VERSION

CREDIT AGREEMENT

dated as of

February 13, 2012

Among

INTERNATIONAL PAPER COMPANY,

The LENDERS Party Hereto

and

UBS AG, STAMFORD BRANCH,

as Administrative Agent

BNP PARIBAS SECURITIES CORP.

as Syndication Agent

DEUTSCHE BANK SECURITIES INC.,

HSBC SECURITIES (USA) INC and

THE ROYAL BANK OF SCOTLAND PLC

as Co-Documentation Agents

UBS SECURITIES LLC,

BNP PARIBAS SECURITIES CORP.,

COBANK, ACB,

DEUTSCHE BANK SECURITIES INC.,

HSBC SECURITIES (USA) INC. and

RBS SECURITIES INC.

as Joint Lead Arrangers

$1,200,000,000

TABLE OF CONTENTS

Page

ARTICLE I

DEFINITIONS

ARTICLE II

THE CREDITS


SECTION 2.01.	The Commitments	15
SECTION 2.02.	Loans and Borrowings	16
SECTION 2.03.	Requests for Borrowing	16
SECTION 2.04.	[Intentionally Omitted]	17
SECTION 2.05.	Funding of Borrowings	17
SECTION 2.06.	Interest Elections	18
SECTION 2.07.	Termination of Commitments	19
SECTION 2.08.	Repayment of Loans; Evidence of Debt	19
SECTION 2.09.	Prepayment of Loans	20
SECTION 2.10.	Fees	20
SECTION 2.11.	Interest	20
SECTION 2.12.	Alternate Rate of Interest	21
SECTION 2.13.	Increased Costs	21
SECTION 2.14.	Break Funding Payments	22
SECTION 2.15.	Taxes	23
SECTION 2.16.	[Intentionally Omitted]	24
SECTION 2.17.	Payments Generally; Pro Rata Treatment; Sharing of Set-offs	24
SECTION 2.18.	Mitigation Obligations; Replacement of Lenders	25

ARTICLE III

REPRESENTATIONS AND WARRANTIES


SECTION 3.01.	Corporate Existence	26
SECTION 3.02.	Financial Condition	27
SECTION 3.03.	Litigation	27
SECTION 3.04.	No Breach	27
SECTION 3.05.	Corporate Action of the Borrower	28
SECTION 3.06.	Approvals	28
SECTION 3.07.	Use of Loans	28
SECTION 3.08.	ERISA	28
SECTION 3.09.	Taxes	28
SECTION 3.10.	Investment Company Act	28
SECTION 3.11.	Debt Instruments	28

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		Page

SECTION 3.12.	Hazardous Materials and Environmental Matters		29
SECTION 3.13.	Full Disclosure		29
SECTION 3.14.	Solvency		29
SECTION 3.15.	Anti-Terrorism Laws		30

ARTICLE IV

GUARANTEE


SECTION 4.01.	Guarantee	30
SECTION 4.02.	Obligations Unconditional	31
SECTION 4.03.	Reinstatement	31
SECTION 4.04.	Subrogation	32
SECTION 4.05.	Remedies	32
SECTION 4.06.	Continuing Guarantee	32
SECTION 4.07.	Release of Guarantors	32
SECTION 4.08.	Right of Contribution	32
SECTION 4.09.	Guarantors on the Closing Date	32

ARTICLE V

CONDITIONS


SECTION 5.01.		Closing Date			33

ARTICLE VI

COVENANTS OF THE BORROWER


SECTION 6.01.	Financial Statements	34
SECTION 6.02.	Litigation	36
SECTION 6.03.	Corporate Existence, Etc.	36
SECTION 6.04.	Insurance	36
SECTION 6.05.	Additional Guarantors	36
SECTION 6.06.	Prohibition of Fundamental Changes	37
SECTION 6.07.	Limitation on Liens	37
SECTION 6.08.	Total Debt to Total Capital Ratio	39
SECTION 6.09.	Minimum Consolidated Net Worth	39

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Page

ARTICLE VII

EVENTS OF DEFAULT

ARTICLE VIII

THE ADMINISTRATIVE AGENT

ARTICLE IX

MISCELLANEOUS


SECTION 9.01.	Notices	44
SECTION 9.02.	Waivers; Amendments	45
SECTION 9.03.	Expenses; Indemnity; Damage Waiver	46
SECTION 9.04.	Successors and Assigns	47
SECTION 9.05.	Survival	50
SECTION 9.06.	Counterparts; Integration	50
SECTION 9.07.	Severability	51
SECTION 9.08.	Right of Set-off	51
SECTION 9.09.	Governing Law; Jurisdiction; Etc.	51
SECTION 9.10.	Waiver Of Jury Trial	52
SECTION 9.11.	Headings	52
SECTION 9.12.	Treatment of Certain Information; Confidentiality	52
SECTION 9.13.	USA PATRIOT Act	53

SCHEDULE I	Commitments
SCHEDULE II	Amortization Payments
SCHEDULE III	Debt Instruments
SCHEDULE IV	Existing Liens

Exhibit A	Form of Assignment and Assumption
Exhibit B	Form of Borrowing Request
Exhibit C	Form of Interest Election Request
Exhibit D	Form of Joinder Agreement
Exhibit E	Form of Note
Exhibit F	Form of Officer’s Certificate
Exhibit G	Form of Solvency Certificate

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This CREDIT AGREEMENT (this “Agreement”), dated as of February 13, 2012, among INTERNATIONAL PAPER COMPANY, a New York corporation (as “Borrower”), the Lenders party hereto, and UBS AG, STAMFORD BRANCH, as Administrative Agent.

WHEREAS, pursuant to the Merger Agreement, Metal Acquisition Inc., a Delaware corporation and a wholly-owned Subsidiary of the Borrower (“Merger Sub”) will merge with and into Temple-Inland, Inc., a Delaware corporation (the “Target”), with the Target surviving the merger as a wholly-owned Subsidiary of the Borrower (the “Acquisition”);

WHEREAS, to consummate the transactions contemplated by the Merger Agreement, to fund a portion of the Acquisition consideration and to finance a portion of the other Transactions, including the payments of fees, commissions and expenses relating thereto, the Borrower has requested that the Lenders (as hereinafter defined) make loans to the Borrower in the form of term loans on the Closing Date in an aggregate principal amount not exceeding $1,200,000,000.

NOW, THEREFORE, in consideration of the premises and the mutual agreements contained herein, the parties hereto agree as follows:

ARTICLE I

DEFINITIONS

SECTION 1.01. Defined Terms. As used in this Agreement, the following terms have the meanings specified below:

“ABR,” when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans constituting such Borrowing, are bearing interest at a rate determined by reference to the Alternate Base Rate.

“Acquired Business Material Adverse Effect” means any Effect that, individually or in the aggregate, has had a material adverse effect on the financial condition, business, assets or results of operations of the Target and its Subsidiaries, taken as a whole; provided, however, that no Effects resulting from the following shall be deemed to constitute an Acquired Business Material Adverse Effect or shall be taken into account when determining whether an Acquired Business Material Adverse Effect has occurred or is reasonably likely to exist: (i) conditions (or changes therein) in any business or industry in which the Target operates, including changes in, or levels of, commodity prices or prices of other inputs, products, goods or services, (ii) legal, tax, economic, political and/or regulatory conditions (or changes therein), including any conditions (or changes therein) in financial, credit or capital markets, (iii) any generally applicable change in Law or GAAP or interpretation of any of the foregoing, (iv) any actions required to be taken pursuant to the Merger Agreement or taken at the request of the Borrower (with the consent (not to be unreasonably withheld) of the Arrangers) and any Effect attributable to the execution or announcement of the Merger Agreement and the Transactions (including the Acquisition), including any litigation arising therefrom, and any adverse change in customer, employee, supplier, financing source, stockholder, joint venture partner or other relationship, including as a result of the identity of the Borrower, (v) changes in the price of the common stock of the Target or the trading volume of such common stock, in and of itself (it being understood that the facts or occurrences giving rise or contributing to such changes that are not otherwise excluded from the definition of a “Acquired Business Material Adverse Effect” may be taken into account), (vi) any failure by the Target to meet any published analyst estimates or expectations of the Target’s revenue, earnings or other financial performance or results of operations for any period, or any failure by the Target to meet its internal budgets, plans or forecasts of its revenues, earnings or other financial performance or results of operations (it being understood that the facts or

occurrences giving rise or contributing to such failure that are not otherwise excluded from the definition of a “Acquired Business Material Adverse Effect” may be taken into account), (vii) other than with respect to matters listed in clause (ix) or (x) below, the status or outcome of, or other developments relating to or arising in connection with, any item, including any litigation, investigation or inquiry involving the Target or any of its Subsidiaries or any Covered Person, in each case that has been disclosed in the Company Disclosure Letter or in the Company SEC Documents filed prior to the date of the Merger Agreement and since December 31, 2009 (in the case of Company SEC Documents, (I) only to the extent reasonably apparent in the Company SEC Documents that such disclosed item is an event, item or occurrence that relates to a matter covered by a representation or warranty set forth in Article III of the Merger Agreement and (II) other than in risk factors or other forward-looking statements or language in such filings); provided that any worsening of the status or outcome of any such item from that reasonably apparent from such disclosure thereof in such Company SEC Documents or in the Company Disclosure Letter may be taken into account in determining whether there has been a Acquired Business Material Adverse Effect or there is reasonably likely to be a Acquired Business Material Adverse Effect, (viii) conditions arising out of acts of terrorism or sabotage, war (whether or not declared), the commencement, continuation or escalation of a war or acts of armed hostility, weather conditions or other natural disasters or force majeure events, including any material worsening of such conditions threatened or existing as of the date of the Merger Agreement, (ix) any liabilities related to or arising out of the discharge, in August, 2011, into the Pearl River from the Target’s paper mill in Bogalusa, Louisiana and (x) any liabilities pursuant to the case in the United States District Court for the Northern District of Texas captioned ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇-Inland Inc., Case 3:11-cv-02088-D (filed August 22, 2011) or arising out of the matters that are the subject of the foregoing; provided that (A) Effects referred to in clause (i) may be taken into account in determining whether there has been a Acquired Business Material Adverse Effect or there is reasonably likely to be a Acquired Business Material Adverse Effect to the extent such Effects have a disproportionate adverse effect on the Target and its Subsidiaries, taken as a whole, in relation to other industry participants and (B) Effects related to the matters referred to in clauses (ix) and (x) may be taken into account in determining whether there has been a Acquired Business Material Adverse Effect or there is reasonably likely to be a Acquired Business Material Adverse Effect to the extent that such Effects result in or are reasonably likely to constitute a material deterioration. Unless otherwise specified, capitalized terms used in this paragraph and not otherwise defined in this Agreement have the meanings given to such terms in the Merger Agreement.

“Acquisition” has the meaning assigned to such term in the recitals hereto.

“Adjusted LIBO Rate” means, for the Interest Period for any LIBOR Borrowing, an interest rate per annum (rounded upwards, if necessary, to the next 1/16 of 1%) equal to (a) the LIBO Rate for such Interest Period multiplied by (b) the Statutory Reserve Rate for such Interest Period. Notwithstanding the foregoing, in no event will the Adjusted LIBO Rate be less than zero.

“Administrative Agent” means UBS AG, Stamford Branch, in its capacity as Administrative Agent for the Lenders hereunder and any successor pursuant to Article VIII.

“Administrative Agent’s Account” means an account designated by the Administrative Agent in a notice to the Borrower and the Lenders.

“Administrative Questionnaire” means an Administrative Questionnaire in a form supplied by the Administrative Agent.

“Affiliate” means, with respect to a specified Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified.

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“Agreement” has the meaning set forth in the introductory section.

“Alternate Base Rate” means, for any day, a fluctuating interest rate per annum in effect from time to time, which rate per annum shall at all times be equal to the higher of (a) the Base Rate, (b) 0.50% per annum above the Federal Funds Effective Rate in effect on such day, and (c) 1% per annum above the Adjusted LIBO Rate for a one month Interest Period on such day (or if such day is not a Business Day, the immediately preceding Business Day). Each change in any interest rate provided for herein based upon the Alternate Base Rate resulting from a change in the Alternate Base Rate shall take effect at the time of such change in the Alternate Base Rate.

“Anti-Terrorism Laws” means any Requirement of Law related to terrorism financing or money laundering including the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act (“Patriot Act”) of 2001 (Title III of Pub. L. 107-56), The Currency and Foreign Transactions Reporting Act (also known as the “Bank Secrecy Act,” 31 U.S.C. §§ 5311-5330 and 12 U.S.C. §§ 1818(s), 1820(b) and 1951-1959), the Trading With the Enemy Act (50 U.S.C. § 1 et seq., as amended) and Executive Order 13224 (effective September 24, 2001).

“Applicable Margin” means, for any day, with respect to any Loan, the applicable rate per annum set forth below based upon the long-term debt ratings by S&P and ▇▇▇▇▇’▇, respectively, applicable on such date to the Index Debt, after giving effect to the Transactions:


		Applicable Margin
Category	Ratings by S&P and ▇▇▇▇▇’▇	ABR Loans	LIBOR Loans
I	BBB+/Baa1 or higher	12.5	112.5
II	Above category does not apply and BBB/Baa2 or higher	37.5	137.5
III	Above categories do not apply and BBB-/Baa3 or higher	62.5	162.5
IV	Above categories do not apply	112.5	212.5

For purposes of the foregoing, (i) if either ▇▇▇▇▇’▇ or S&P shall not have in effect a rating for the Index Debt (other than by reason of the circumstances referred to in the last sentence of this definition), then such rating agency shall be deemed to have established a rating in the lowest category in the schedule above; (ii) if the ratings established or deemed to have been established by ▇▇▇▇▇’▇ and S&P for the Index Debt shall fall within different categories in the schedule above, the Applicable Margin shall be based on the higher of the two ratings; unless one of the two ratings is two or more categories lower than the other, in which case the Applicable Margin shall be determined by reference to the category next above that of the lower of the two ratings; and (iii) if the ratings established or deemed to have been established by ▇▇▇▇▇’▇ and S&P for the Index Debt shall be changed (other than as a result of a change in the rating system of ▇▇▇▇▇’▇ or S&P), such change shall be effective as of the date on which it is first announced by the applicable rating agency. Each change in the Applicable Margin shall apply during the period commencing on the effective date of such change and ending on the date immediately preceding the effective date of the next such change. If the rating system of ▇▇▇▇▇’▇ or S&P shall change, or if either such rating agency shall cease to be in the business of rating corporate debt obligations, the Borrower and the Lenders shall negotiate in good faith to amend this definition to reflect such changed rating system or the unavailability of ratings from such rating agency and, pending the effectiveness of any such amendment, the Applicable Margin shall be determined by reference to the rating most recently in effect prior to such change or cessation.

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“Applicable Percentage” means, with respect to any Lender, the percentage of the total Commitments represented by such Lender’s Commitment and, after the Commitments have terminated or expired, the percentage of the aggregate principal amount of Loans outstanding represented by such Lender’s Loans.

“Approved Fund” means any Person (other than a natural person) that is engaged in making, purchasing, holding or investing in bank loans and similar extensions of credit in the ordinary course of its business and that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers or manages a Lender.

“Arrangers” means UBS Securities LLC, BNP Paribas Securities Corp., CoBank, ACB, Deutsche Bank Securities Inc., HSBC Securities (USA) Inc. and RBS Securities Inc., in their capacity as joint lead arrangers in respect of the credit facility hereunder.

“Assignment and Assumption” means an assignment and assumption entered into by a Lender and an assignee pursuant to Section 9.04, in substantially the form of Exhibit A.

“Bankruptcy Code” means title 11 of the United States Bankruptcy Code entitled “Bankruptcy,” as now and hereafter in effect, or any successor statute.

“Basel III” shall mean:

(a) the agreements on capital requirements, a leverage ratio and liquidity standards contained in “Basel III: A global regulatory framework for more resilient banks and banking systems”, “Basel III: International framework for liquidity risk measurement, standards and monitoring” and “Guidance for national authorities operating the countercyclical capital buffer” published by the Basel Committee on Banking Supervision in June 2011 and December 2010, each as amended, supplemented or restated; and

(b) any further guidance or standards published by the Basel Committee on Banking Supervision relating to the documents referenced in clause (a) of this definition.

“Base Rate” means, for any day, a rate per annum that is equal to the corporate base rate of interest established by the Administrative Agent from time to time; each change in the Base Rate shall be effective on the date such change is effective. The corporate base rate is not necessarily the lowest rate charged by the Administrative Agent to its customers.

“BNP Affiliates” means Bank of the West and First Hawaiian Bank.

“Board” means the Board of Governors of the Federal Reserve System of the United States of America.

“Borrower” has the meaning assigned to such term in the introductory section.

“Borrower Material Adverse Effect” means a material adverse effect on the business, operations and financial condition of the Borrower and its Subsidiaries, taken as a whole.

“Borrowing” means (a) all ABR Loans made, converted or continued on the same date or (b) all LIBOR Loans that have the same Interest Period.

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“Borrowing Request” means a request by a Borrower in accordance with Section 2.03 and substantially in the form of Exhibit B, or such other form as shall be approved by the Administrative Agent.

“Business Day” means any day (a) that is not a Saturday, Sunday or other day on which commercial banks in New York City are authorized or required by law to remain closed and (b) if such day relates to a LIBOR Loan, that is also a day (other than a Saturday or Sunday) on which commercial banks are open for general business in London.

“Capital Lease Obligations” means, as to any Person, the obligations of such Person to pay rent or other amounts under a lease of (or other agreement conveying the right to use) real and/or personal property which obligations are required to be classified and accounted for as a capital lease on a balance sheet of such Person under GAAP (including Statement of Financial Accounting Standards No. 13 of the Financial Accounting Standards Board) and, for purposes of this Agreement, the amount of such obligations shall be the capitalized amount thereof, determined in accordance with GAAP (including such Statement No. 13).

“Change in Law” means (a) the adoption of any law, rule or regulation after the date of this Agreement, (b) any change in any law, rule or regulation or in the interpretation or application thereof by any Governmental Authority after the date of this Agreement or (c) compliance by any Lender (or, for purposes of Section 2.13(b), by any lending office of such Lender or by such Lender’s holding company, if any) with any request, guideline or directive (whether or not having the force of law) of any Governmental Authority made or issued after the date of this Agreement; provided, however, that notwithstanding anything herein to the contrary, (i) the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and all requests, rules, guidelines, requirements and directives thereunder, issued in connection therewith or in implementation thereof, and (ii) all requests, rules, guidelines, requirements and directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a “Change in Law” regardless of the date enacted, adopted, issued or implemented.

“Closing Date” means the date on which the conditions specified in Section 5.01 are satisfied (or waived in accordance with Section 9.02).

“Code” means the Internal Revenue Code of 1986, as amended from time to time.

“Commitment” means, with respect to each Lender, such Lender’s commitment to make a Loan hereunder on the Closing Date in the amount set forth on Schedule I opposite such Lender’s name. The aggregate amount of Lenders’ Commitments is $1,200,000,000.

“Commitment Letter” means the commitment letter, dated as July 7, 2011, among the Borrower, UBS Loan Finance LLC and UBS Securities LLC, as amended as of July 27, 2011 through Additional Party Joinders among the Borrower, UBS Loan Finance LLC, UBS Securities LLC and each of the other Arrangers and certain of their Affiliates, as further amended as of October 14, 2011, and as further amended, modified or waived from time to time.

“Communications” has the meaning assigned to such term in Section 9.01(b).

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“Consolidated Net Worth” means, as at any time, the sum of the following for the Borrower and its Consolidated Subsidiaries determined on a consolidated basis (without duplication) in accordance with GAAP:

(a) the amount of capital stock; plus

(b) the amount of surplus and retained earnings (or, in the case of a surplus or retained earnings deficit, minus the amount of such deficit); minus

provided, however, the foregoing calculation shall not take into account any (i) impairment of goodwill arising under Accounting Standards Codification 350 regardless of whether such impairment arises prior to or after the date hereof and (ii) election to value any Indebtedness or other liabilities at “fair value,” as further described in Section 1.04(a).

“Consolidated Subsidiary” means, as to any Person, each Subsidiary of such Person (whether now existing or hereafter created or acquired) the financial statements of which shall be (or should have been) consolidated with the financial statements of such Person in accordance with GAAP.

“Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise. “Controlling” and “Controlled” have meanings correlative thereto.

“Default” means any event or condition which constitutes an Event of Default or which upon notice, lapse of time or both would, unless cured or waived, become an Event of Default.

“Defaulting Lender” means any Lender, as reasonably determined by the Administrative Agent and the Borrower, that has (a) failed to pay over to the Administrative Agent or any other Lender any amount required to be paid by it hereunder within three (3) Business Days of the date when due, unless the subject of a good faith dispute, or (b)(i) become or is insolvent or has a parent company that has become or is insolvent or (ii) become the subject of a bankruptcy or insolvency proceeding, or has had a receiver, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or custodian, appointed for it, or has taken any action in furtherance of, or indicating its consent to, approval of or acquiescence in any such proceeding or appointment or has a parent company that has become the subject of a bankruptcy or insolvency proceeding, or has had a receiver, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or custodian appointed for it, or has taken any action in furtherance of, or indicating its consent to, approval of or acquiescence in any such proceeding or appointment, unless, in the case of any Lender referred to in this clause (b), the Borrower and the Administrative Agent shall agree in writing that such Lender intends, and has all approvals required to enable it, to continue to perform its obligations as a Lender hereunder; provided, that a Lender shall not become a Defaulting Lender solely as the result of (x) the acquisition or maintenance of an ownership interest in such Lender or a Person controlling such Lender or (y) the exercise of control over a Lender or a Person controlling such Lender, in the case of each of (x) and (y), by a Governmental Authority or an instrumentality thereof.

“Dollars” or “$” refers to lawful money of the United States of America.

“Embargoed Person” means any party that (i) is publicly identified on the most current list of “Specially Designated Nationals and Blocked Persons” published by the U.S. Treasury Department’s Office of Foreign Assets Control (“OFAC”) or resides, is organized or chartered, or has a place of business in a country or territory subject to OFAC sanctions or embargo programs or (ii) is publicly identified as prohibited from doing business with the United States under the International Emergency Economic Powers Act, the Trading With the Enemy Act, or any other Requirement of Law.

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“Environment” means ambient air, indoor air, surface water, sediments, groundwater, land surface and sub-surface strata, and natural resources such as wetlands, flora and fauna.

“Environmental Laws” means the common law and any and all Federal, state, local and foreign statutes, laws, regulations, ordinances, rules, judgments, orders, decrees, or other governmental restrictions relating to pollution or the protection of the Environment or to emissions, discharges, Releases or threatened Releases of Hazardous Materials, or otherwise relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport, or handling of Hazardous Materials.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended from time to time.

“ERISA Affiliate” means any corporation or trade or business which is a member of the same controlled group of corporations (within the meaning of Section 414(b) of the Code) as the Borrower or is under common control (within the meaning of Section 414(c) of the Code) with the Borrower.

“ERISA Event” means (a) any “reportable event,” as defined in Section 4043(c) of ERISA or the regulations issued thereunder with respect to a Plan (other than an event for which the 30-day notice period is waived); (b) the existence with respect to any Plan of an “accumulated funding deficiency” (as defined in Section 412 of the Code or Section 302 of ERISA), whether or not waived; (c) the filing pursuant to Section 412(d) of the Code or Section 303(d) of ERISA of an application for a waiver of the minimum funding standard with respect to any Plan; (d) the incurrence by the Borrower or any of its ERISA Affiliates of any liability under Title IV of ERISA with respect to the termination of any Plan; (e) the receipt by the Borrower or any ERISA Affiliate from the PBGC or a plan administrator of any notice relating to an intention to terminate any Plan or Plans or to appoint a trustee to administer any Plan; (f) the incurrence by the Borrower or any of its ERISA Affiliates of any liability with respect to the withdrawal or partial withdrawal of the Borrower or any of its ERISA Affiliates from any Plan or Multiemployer Plan; or (g) the receipt by the Borrower or any ERISA Affiliate of any notice, or the receipt by any Multiemployer Plan from the Borrower or any ERISA Affiliate of any notice, concerning the imposition upon the Borrower or any of its ERISA Affiliates of Withdrawal Liability or a determination that a Multiemployer Plan is, or is expected to be, insolvent or in reorganization, within the meaning of Title IV of ERISA.

“Event of Default” has the meaning assigned to such term in Article VII.

“Excluded Taxes” means, with respect to the Administrative Agent, any Lender or any other recipient of any payment to be made by or on account of any obligation of the Borrower hereunder, (a) income or franchise taxes imposed on (or measured by) its net income by the United States of America, or by the jurisdiction under the laws of which such recipient is organized or in which its principal office is located or, in the case of any Lender, in which its applicable lending office is located, (b) any branch profits taxes imposed by the United States of America or any similar tax imposed by any other jurisdiction in which the Borrower is located, (c) any taxes imposed on a Foreign Lender or the Administrative Agent as a result of such Lender’s or the Administrative Agent’s (in the event the Lender acting as the Administrative Agent is a Foreign Lender) failure to comply with FATCA, (d) in the case of a Foreign Lender (other than an assignee pursuant to a request by the Borrower under Section 2.18(b)), any withholding tax resulting from any law, rule, regulation or other requirement in effect at the time such Foreign Lender becomes a party to this Agreement, except to the extent that such Foreign Lender’s assignor (if any) was entitled, at the time of assignment, to receive additional amounts from the Borrower with respect to such withholding tax pursuant to Section 2.15(a) and (e) any withholding tax attributable to a Foreign Lender’s failure to comply with Section 2.15(e).

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“FATCA” means Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended or successor version that is substantively comparable and not materially more onerous to comply with), and any current or future regulations or official interpretations thereof.

“Federal Funds Effective Rate” means, for any day, the weighted average (rounded upwards, if necessary, to the next 1/100 of 1%) of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers, as published for such date (or, if such day is not a Business Day, for the next preceding Business Day) by the Federal Reserve Bank of New York, or, if such rate is not so published for any day that is a Business Day, the average (rounded upwards, if necessary, to the next 1/100 of 1%) of the quotations for such day for such transactions received by the Administrative Agent from three Federal funds brokers of recognized standing selected by it.

“Fee Letter” means (i) the Second Amended and Restated Fee Letter, dated as of August 11, 2011, among the Borrower, UBS Loan Finance LLC and UBS Securities LLC, as amended by the Additional Party Joinders among the Borrower, UBS Loan Finance LLC, UBS Securities LLC and each of the other Arrangers and certain Affiliates thereof, (ii) the Amended and Restated Administrative Fee Letter, dated as of July 26, 2011, among the Borrower, UBS Loan Finance LLC and UBS Securities LLC and (iii) the Additional Party Fee Letters, dated July 27, 2011, among the Borrower, UBS Loan Finance LLC, UBS Securities LLC and each of the other Arrangers and certain Affiliates thereof; in each case as further amended, modified or waived from time to time.

“Foreign Jurisdiction” means any jurisdiction other than the United States of America, a State thereof, the District of Columbia or any political subdivision of any of the foregoing.

“Foreign Lender” means any Lender that is organized under the laws of a Foreign Jurisdiction.

“Foreign Subsidiary” means a Subsidiary that is organized under the laws of a Foreign Jurisdiction; provided that a Foreign Subsidiary Holding Company will be deemed a Foreign Subsidiary.

“Foreign Subsidiary Holding Company” means a foreign subsidiary holding company as reasonably determined by the Borrower that has not guaranteed any Indebtedness for borrowed money of the Borrower or any of its Subsidiaries that is not a Foreign Subsidiary.

“GAAP” means generally accepted accounting principles applied on a basis consistent with those which, in accordance with Section 1.04, are to be used in making the calculations for purposes of determining compliance with the terms of this Agreement.

“Governmental Authority” means the government of the United States of America, any other nation or any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government.

“Guarantee” means a guarantee, an endorsement, a contingent agreement to purchase or to furnish funds for the payment or maintenance of, or otherwise to be or become contingently liable under or with respect to, the Indebtedness, other obligations, net worth, working capital or earnings of any Person, or a guarantee of the payment of dividends or other distributions upon the stock of any corporation, or an agreement to purchase, sell or lease (as lessee or lessor) property, products, materials, supplies or services primarily for the purpose of enabling a debtor to make payment of his, her or its obligations or an agreement to assure a creditor against loss, and including causing a bank to open a letter of credit for the benefit of another Person, but excluding endorsements for collection or deposit in the ordinary course of business. The terms “Guarantee” and “Guaranteed” used as a verb shall have a correlative meaning.

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“Guaranteed Obligations” has the meaning assigned to such term in Section 4.01.

“Guarantors” means each Subsidiary that becomes a party to this Agreement after the Closing Date pursuant to Section 6.05.

“Hazardous Materials” means any materials, substances, chemicals, wastes, constituents, compounds, pollutants, or contaminants, in any form, including crude oil, petroleum or petroleum distillates, asbestos, or asbestos-containing materials, regulated, or which can give rise to liability, under any Environmental Law.

“Indebtedness” means, as to any Person: (a) indebtedness created, issued or incurred by such Person for borrowed money (whether by loan or the issuance and sale of debt securities); (b) obligations of such Person to pay the deferred purchase or acquisition price of property or services, other than trade accounts payable (other than for borrowed money) arising, and accrued expenses incurred, in the ordinary course of business so long as such trade accounts payable are payable within 90 days of the date the respective goods are delivered or the respective services are rendered; (c) indebtedness of others secured by a Lien on the property of such Person, whether or not the respective indebtedness so secured has been assumed by such Person; (d) obligations of such Person in respect of letters of credit or similar instruments issued or accepted by banks and other financial institutions for the account of such Person; (e) Capital Lease Obligations of such Person; and (f) Indebtedness of others Guaranteed by such Person.

“Indemnified Taxes” means Taxes, other than Excluded Taxes, imposed on or in respect of any payment made by or on account of the Borrower hereunder.

“Indemnitee” has the meaning assigned to such term in Section 9.03.

“Index Debt” means senior, unsecured, long-term debt securities of the Borrower that are not guaranteed by any other Person or subject to any other credit enhancement.

“Information” has the meaning assigned to such term in Section 9.12.

“Initial Commitment Lenders” means BNP Paribas, CoBank, ACB, Deutsche Bank AG New York Branch, HSBC Bank USA, National Association, The Royal Bank of Scotland PLC and UBS Loan Finance LLC, in their capacities as Initial Lenders under the Commitment Letter.

“Initial Lenders” means the Initial Commitment Lenders and the BNP Affiliates.

“Interest Election Request” means a request by the Borrower to convert or continue a Borrowing in accordance with Section 2.06, substantially in the form of Exhibit C, or such other form as shall be approved by the Administrative Agent.

“Interest Payment Date” means the Maturity Date and (a) with respect to any ABR Loan, each Quarterly Date and (b) with respect to any LIBOR Loan, the last day of each Interest Period therefor and, in the case of any Interest Period for a LIBOR Loan that is more than three months long, each day prior to the last day of such Interest Period that occurs at intervals of three months after the first day of such Interest Period.

“Interest Period” means, for any LIBOR Loan, the period commencing on the date of such Loan and ending on the numerically corresponding day in the calendar month that is one, two, three or six months thereafter (or, a shorter period or nine or twelve months if agreed to by all affected Lenders); provided, that (i) if any Interest Period would end on a day other than a Business Day, such Interest Period

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shall be extended to the next succeeding Business Day unless such next succeeding Business Day would fall in the next calendar month, in which case such Interest Period shall end on the next preceding Business Day, and (ii) any Interest Period that commences on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the last calendar month of such Interest Period) shall end on the last Business Day of the last calendar month of such Interest Period. For purposes hereof, the date of a Loan initially shall be the date on which such Loan is made and thereafter shall be the effective date of the most recent conversion or continuation of such Loan.

“IPISA” means International Paper Investments S.A., a French corporation.

“Joinder Agreement” means a joinder agreement substantially in the form of Exhibit D.

“Kwidzyn” means International Paper - Kwidzyn sp. z o.o., a Polish joint stock company.

“Kwidzyn Entity” means (i) Kwidzyn, (ii) Kwidzyn France, as long as it holds no assets other than (A) interests in Kwidzyn, (B) cash and cash equivalents and (C) “political risk” insurance policies with respect to Kwidzyn, and (iii) International Paper Investments (Poland), Inc., a Delaware corporation, as long as it holds no assets other than (A) interests in and contracts with Kwidzyn, (B) unless Kwidzyn France is not then a Kwidzyn Entity, interests in Kwidzyn France and (C) cash and cash equivalents.

“Kwidzyn France” means Celouse et Papiers de Pologne, S.A., a French corporation.

“Lenders” means the Persons listed on Schedule I and any other Person that shall have become a party hereto pursuant to an Assignment and Assumption, other than any such Person that ceases to be a party hereto pursuant to an Assignment and Assumption.

“LIBO Rate” means, with respect to any LIBOR Borrowing for any Interest Period, the rate appearing on Reuters Page LIBOR01 (or on any successor or substitute page of such service, or any successor to or substitute for such service, providing rate quotations comparable to those currently provided on such page of such service, as determined by the Administrative Agent from time to time for purposes of providing quotations of interest rates applicable to dollar deposits in the London interbank market) (such applicable page, the “Screen”) at approximately 11:00 a.m., London time, two Business Days prior to the commencement of such Interest Period, as the rate for dollar deposits with a maturity comparable to such Interest Period. In the event that such rate is not available at such time for any reason, then the “LIBO Rate” with respect to such LIBOR Borrowing for such Interest Period shall be the rate at which dollar deposits of $5,000,000 and for a maturity comparable to such Interest Period are offered by the principal London office of the Administrative Agent in immediately available funds in the London interbank market at approximately 11:00 a.m., London time, two Business Days prior to the commencement of such Interest Period.

“LIBOR,” when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans constituting such Borrowing, bear interest at a rate determined by reference to the Adjusted LIBO Rate.

“Lien” means, with respect to any asset, any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of such asset. For purposes of this Agreement, the Borrower or any of its Subsidiaries shall be deemed to own subject to a Lien any asset which it has acquired or holds subject to the interest of a vendor or lessor under any conditional sale agreement, capital lease or other title retention agreement relating to such asset.

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“Loans” means the loans made by the Lenders to the Borrower pursuant to Section 2.01 of this Agreement.

“Margin Stock” means margin stock within the meaning of Regulations U and X.

“Material Subsidiary” means any Subsidiary of the Borrower (i) which, as of the most recent fiscal quarter of the Borrower, for the period of four consecutive fiscal quarters then ended, for which financial statements have been delivered pursuant to Section 6.01, contributed greater than ten percent (10%) of consolidated revenues for such period or (ii) which contributed greater than ten percent (10%) of Total Assets as of the end of any such fiscal quarter; provided that, if the aggregate amount of consolidated revenues or Total Assets attributable to all Subsidiaries that are not Material Subsidiaries exceeds fifteen percent (15%) of consolidated revenues for any such period or fifteen percent (15%) of Total Assets as of the end of any such fiscal quarter, the Borrower (or, in the event the Borrower has failed to do so within ten days after delivery of the most recent financial statements pursuant to Section 6.01, the Administrative Agent) shall designate sufficient Subsidiaries as “Material Subsidiaries” to eliminate such excess, and such designated Subsidiaries shall for all purposes of this Agreement constitute Material Subsidiaries.

“Maturity Date” means February 13, 2017.

“Merger Agreement” means the Agreement and the Plan of Merger dated as of September 6, 2011 between the Borrower, Merger Sub and the Target.

“Merger Sub” has the meaning assigned to such term in the recitals hereto.

“MNPI” has the meaning assigned to such term in Section 9.01(c).

“Moody’s” means ▇▇▇▇▇’▇ Investors Service, Inc.

“Multiemployer Plan” means a multiemployer plan defined as such in Section 3(37) of ERISA to which contributions have been made by the Borrower or any ERISA Affiliate and which is covered by Title IV of ERISA.

“Notice” has the meaning assigned to such term in Section 9.01(b).

“Obligors” means the Borrower and the Guarantors, if any.

“Other Taxes” means any and all present or future stamp or documentary Taxes, or any other excise or property Taxes, arising from any payment made hereunder or from the execution, delivery or enforcement of, or otherwise with respect to, this Agreement.

“Participant” has the meaning assigned to such term in Section 9.04(c).

“Participant Register” has the meaning assigned to such term in Section 9.04(c)(ii).

“Patriot Act” has the meaning assigned to such term in the definition of “Anti-Terrorism Laws.”

“PBGC” means the Pension Benefit Guaranty Corporation or any entity succeeding to any or all of its functions under ERISA.

“Permits” has the meaning assigned to such term in Section 3.12.

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“Person” means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental Authority or other entity.

“Plan” means any employee benefit or other plan established or maintained by the Borrower or any ERISA Affiliate and which is covered by Title IV of ERISA, other than a Multiemployer Plan.

“Platform” has the meaning assigned to such term in Section 9.01(b).

“Private Sider Communications” has the meaning assigned to such term in Section 9.01(c).

“Private ▇▇▇▇▇▇” has the meaning assigned to such term in Section 9.01(c).

“Project Indebtedness” means (i) Indebtedness of any Kwidzyn Entity or (ii) Indebtedness of the Borrower, IPISA or International Paper S.A., a French corporation, that constitutes Indebtedness of such Person due solely to the pledge, on a non-recourse basis, by such Person of Indebtedness or capital stock of any Kwidzyn Entity held by such Person to secure Indebtedness of any Kwidzyn Entity to any other Person or Persons or (iii) Indebtedness of the Borrower or any Subsidiary incurred to finance the acquisition, construction or development of Project Assets (as defined in Section 6.07(h)); provided in the case of this clause (iii) that (x) such Indebtedness is non-recourse to any other assets and (y) the aggregate principal amount of such Indebtedness may at no time exceed $200,000,000.

“Public ▇▇▇▇▇▇” has the meaning assigned to such term in Section 9.01(c).

“Quarterly Dates” means the last Business Day of March, June, September and December in each year, the first of which shall be the first such day after the Closing Date.

“Register” has the meaning assigned to such term in Section 9.04(b).

“Regulation S-X” means Regulation S-X under the Securities Exchange Act of 1934, as the same may be amended or supplemented from time to time.

“Regulations U and X” means, respectively, Regulations U and X of the Board of Governors of the Federal Reserve System (or any successor), as the same may be amended or supplemented from time to time.

“Related Parties” means, with respect to any specified Person, such Person’s Affiliates and the respective directors, officers, employees, agents and advisors of such Person and such Person’s Affiliates.

“Release” means any release, spill, emission, leaking, dumping, injection, pouring, deposit, disposal, discharge, dispersal, leaching or migration into or through the Environment, or from, into or through any building or structure.

“Required Lenders” means, at any time, Lenders holding at such time in excess of 50% of the aggregate amount of Loans then outstanding; provided that, in accordance with Section 2.18(c) the Loans held or deemed held by any Defaulting Lender shall be excluded for purposes of making a determination of Required Lenders.

“Requirements of Law” means, collectively, any and all requirements of any Governmental Authority including any and all laws, judgments, orders, decrees, ordinances, rules, regulations, statutes or case law.

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“S&P” means Standard & Poor’s Ratings Services, a Division of The ▇▇▇▇▇▇-▇▇▇▇ Companies, Inc.

“Screen” has the meaning assigned to such term in the definition of “LIBO Rate.”

“Statutory Reserve Rate” means, for the Interest Period for any LIBOR Borrowing, a fraction (expressed as a decimal), the numerator of which is the number one and the denominator of which is the number one minus the arithmetic mean, taken over each day in such Interest Period, of the aggregate of the maximum reserve percentages (including any marginal, special, emergency or supplemental reserves) expressed as a decimal established by the Board to which the Administrative Agent is subject for eurocurrency funding (currently referred to as “Eurocurrency liabilities” in Regulation D of the Board). Such reserve percentages shall include those imposed pursuant to such Regulation D. LIBOR Loans shall be deemed to constitute eurocurrency funding and to be subject to such reserve requirements without benefit of or credit for proration, exemptions or offsets that may be available from time to time to any Lender under such Regulation D or any comparable regulation. The Statutory Reserve Rate shall be adjusted automatically on and as of the effective date of any change in any reserve percentage.

“Subsidiary” means, as to any Person, (a) any corporation of which at least a majority of the outstanding shares of stock whose class or classes have by the terms thereof ordinary voting power to elect a majority of the board of directors of such corporation (irrespective of whether or not at the time stock of any other class or classes of such corporation shall have or might have voting power by reason of the happening of any contingency) is at the time directly or indirectly owned or controlled by such Person or one or more Subsidiaries of such Person or by such Person and one or more Subsidiaries of such Person and (b) any partnership or other entity in which such Person and/or one or more Subsidiaries of such Person shall have an ownership or controlling interest (whether in the form of voting or participation in profits or capital contribution) of more than 50%. “Wholly Owned Subsidiary” means any Subsidiary of which all of such shares or ownership interests, other than (in the case of a corporation) directors’ qualifying shares, are owned or controlled by such Person and/or one or more Wholly Owned Subsidiaries of such Person. As of the Closing Date, the Subsidiaries of the Borrower include the Subsidiaries of the Borrower after giving effect to the Acquisition.

“Tangible Assets” means, at any time, Total Assets minus the sum of the items identified in clause (c) of the definition in this Section 1.01 of the term “Tangible Net Worth.”

“Tangible Net Worth” means, as at any time, the sum of the following for the Borrower and its Consolidated Subsidiaries determined on a consolidated basis (without duplication) in accordance with GAAP:

(a) the amount of capital stock; plus

(b) the amount of surplus and retained earnings (or, in the case of a surplus or retained earnings deficit, minus the amount of such deficit); minus

(c) the sum of the following: cost of treasury shares and the book value of all assets of the Borrower and its Consolidated Subsidiaries which should be classified as intangibles (without duplication of deductions in respect of items already deducted in arriving at surplus and retained earnings) but in any event including goodwill, research and development costs, trademarks, trade names, copyrights, patents and franchises, unamortized debt discount and expense, and any write-up in the book value of assets resulting from a revaluation thereof subsequent to December 31, 2003 (other than any write-up, at the time of its acquisition, in the book value of any asset acquired subsequent to December 31, 2003).

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“Target” has the meaning assigned to such term in the recitals hereto.

“Taxes” means any and all present or future taxes, levies, imposts, duties, deductions, charges and similar fees, assessments or withholdings imposed by any Governmental Authority.

“Total Assets” means, at any time, the total assets of the Borrower and its Consolidated Subsidiaries at such time determined on a consolidated basis (without duplication) in accordance with GAAP.

“Total Capital” means, at any date, Consolidated Net Worth plus Total Debt each determined as of such date.

“Total Debt” means, at any time, the aggregate outstanding principal amount of all Indebtedness of the Borrower and its Consolidated Subsidiaries at such time determined on a consolidated basis (without duplication) in accordance with GAAP.

“Transactions” means, collectively, (a) the consummation of the Acquisition; (b) the execution, delivery and performance of this Agreement and the borrowings hereunder; (c) the prepayment of certain of Target’s indebtedness under credit agreements; and (d) the payment of all fees, commissions and expenses in connection with the foregoing.

“Type,” when used in reference to any Loan or Borrowing, refers to whether the rate of interest on such Loan, or on the Loans constituting such Borrowing, is determined by reference to the Adjusted LIBO Rate or the Alternate Base Rate.

“Wholly Owned Subsidiary” has the meaning assigned to such term in the definition of “Subsidiary.”

“Withdrawal Liability” means liability to a Multiemployer Plan as a result of a complete or partial withdrawal from such Multiemployer Plan, as such terms are defined in Part I of Subtitle E of Title IV of ERISA.

SECTION 1.02. Classification of Loans and Borrowings. For purposes of this Agreement, Loans may be classified and referred to by Type (e.g., a “LIBOR Loan”). Borrowings also may be classified and referred to by Type (e.g., a “LIBOR Borrowing”).

SECTION 1.03. Terms Generally. The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” The word “will” shall be construed to have the same meaning and effect as the word “shall.” Unless the context requires otherwise (a) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein), (b) any reference herein to any Person shall be construed to include such Person’s successors and permitted assigns, (c) the words “herein,” “hereof” and “hereunder,” and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (d) all references herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement and (e) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights.

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SECTION 1.04. Accounting Terms and Determinations.

(a) Accounting Terms. Except as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time; provided that, if the Borrower notifies the Administrative Agent that the Borrower requests an amendment to any provision hereof to eliminate the effect of any change occurring after the date hereof in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith. Notwithstanding any other provision contained herein, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made (i) without giving effect to any election under Accounting Standards Codification ▇▇▇-▇▇-▇▇ (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of the Borrower or any of its Subsidiaries at “fair value,” as defined therein, (ii) without giving effect to any treatment of Indebtedness in respect of convertible debt instruments under Accounting Standards Codification 470-20 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any such Indebtedness in a reduced or bifurcated manner as described therein, and such Indebtedness shall at all times be valued at the full stated principal amount thereof, (iii) the accounting for operating leases and capital leases under GAAP as in effect on the date hereof (including, without limitation, Accounting Standards Codification 840) shall apply for the purposes of determining compliance with the provisions of this Agreement, including the definition of Capital Lease Obligations and (iv) the accounting principles with respect to balance sheet offsetting under GAAP as in effect on the date hereof (including, without limitation, Accounting Standards Codification 210) shall apply for purposes of determining compliance with the provisions of this Agreement.

(b) Descriptions of Material Variations. The Borrower shall deliver to the Lenders at the same time as the delivery of any annual or quarterly financial statement under Section 6.01 a description in reasonable detail of any material variation between the application of accounting principles employed in the preparation of such statement and the application of accounting principles employed in the preparation of the next preceding annual or quarterly financial statements as to which no objection has been made in accordance with the last sentence of paragraph (a) above and reasonable estimates of the difference between such statements arising as a consequence thereof.

(c) Changes of Fiscal Years. To enable the ready and consistent determination of compliance with the covenants set forth in Article VI, the Borrower will not change the last day of its fiscal year from December 31 of each year, or the last days of the first three fiscal quarters in each of its fiscal years from March 31, June 30 and September 30 of each year, respectively, without giving prior notice of such change to each Lender and the Administrative Agent.

ARTICLE II

THE CREDITS

SECTION 2.01. The Commitments. Subject to the terms and conditions set forth herein, each Lender agrees to make a Loan to the Borrower on the Closing Date in a principal amount not to exceed its Commitment. Amounts paid or prepaid in respect of the Loans may not be reborrowed.

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SECTION 2.02. Loans and Borrowings.

(a) Obligations of Lenders. Each Loan shall be made as part of a Borrowing consisting of Loans of the same Type made by the Lenders ratably in accordance with their respective Commitments. The failure of any Lender to make any Loan required to be made by it shall not relieve any other Lender of its obligations hereunder; provided that the Commitments of the Lenders are several and no Lender shall be responsible for any other Lender’s failure to make Loans as required.

(b) Minimum Amounts; Limitation on Number of Borrowings. Each Borrowing shall be in an aggregate amount of $15,000,000 or a larger multiple of $1,000,000; provided that an ABR Borrowing may be in an aggregate amount that is equal to the remaining principal amount of the Loans. Borrowings of more than one Type may be outstanding at the same time; provided that there shall not at any time be more than a total of five LIBOR Borrowings outstanding.

(c) Limitations on Lengths of Interest Periods. Notwithstanding any other provision of this Agreement, the Borrower shall not be entitled to request, or to elect to convert to or continue as a LIBOR Borrowing, any Borrowing if the Interest Period requested therefor would end after the Maturity Date.

SECTION 2.03. Requests for Borrowing. To request the borrowing of Loans on the Closing Date, the Borrower shall deliver a written Borrowing Request signed by the Borrower to the Administrative Agent not later than 11:00 a.m., New York City time, two (2) Business Days before the date of the proposed borrowing in the case of a LIBOR Borrowing and not later than 8:00 a.m., New York City time, on the Closing Date in the case of an ABR Borrowing. Such Borrowing Request shall be revocable subject to compensation of each Lender for its loss, cost and expense attributable to such Borrowing Request in accordance with Section 2.14. Each such Borrowing Request shall specify the following information in compliance with Section 2.02:

(i) the aggregate amount of the requested Borrowing;

(ii) the date of such Borrowing, which shall be a Business Day;

(iii) whether such Borrowing is to be an ABR Borrowing or a LIBOR Borrowing;

(iv) in the case of a LIBOR Borrowing, the Interest Period therefor, which shall be a period contemplated by the definition of the term “Interest Period” and permitted under Section 2.02(c); and

(v) the location and number of the account to which funds are to be disbursed, which shall comply with the requirements of Section 2.05.

If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period is specified with respect to any requested LIBOR Borrowing, the Borrower will be deemed to have selected an Interest Period of one month’s duration. Promptly following receipt of a Borrowing Request in accordance with this Section, the Administrative Agent shall advise each Lender of the details thereof and of the amount of such Lender’s Loan to be made as part of the requested Borrowing.

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SECTION 2.04. [Intentionally Omitted].

SECTION 2.05. Funding of Borrowings.

(a) Funding by Lenders. Each Lender shall make each Loan to be made by it hereunder on the Closing Date by wire transfer of immediately available funds by 10:00 a.m., New York City time, to the account of the Administrative Agent designated by it for such purpose by notice to the Lenders. The Administrative Agent will make such Loans available to the Borrower by promptly crediting the amounts so received, in like funds, to an account designated by the Borrower in the Borrowing Request.

(b) Presumption by the Administrative Agent. Unless the Administrative Agent shall have received notice from an Initial Lender (and, if such Initial Lender is a BNP Affiliate, an additional notice from BNP Paribas as Initial Commitment Lender) prior to the proposed time of the Borrowing on the Closing Date that such Initial Lender will not make available to the Administrative Agent such Initial Lender’s share of the requested Borrowing or Borrowings, the Administrative Agent may assume that each Lender has made its share of the Borrowing available on such date in accordance with Section 2.05(a) and may, in reliance upon such assumption or, in the event that the Administrative Agent shall have received a notice from a Lender other than an Initial Commitment Lender that such Lender will not make available its share of the requested Borrowing, in reliance upon the commitments of the Initial Commitment Lenders under the Commitment Letter and Section 2.05(c) and (d) below, make available to the Borrower a corresponding amount. In such event, if a Lender that is an Initial Lender has not in fact made its share of the applicable Borrowing available to the Administrative Agent (in the case of a BNP Affiliate after giving effect to the obligations of BNP Paribas under Section 2.05(d)), then the applicable Lender and the Borrower severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount with interest thereon, for each day from and including the date such amount is made available to the Borrower to but excluding the date of payment to the Administrative Agent, at (i) in the case of such Lender, the Federal Funds Effective Rate or (ii) in the case of the Borrower, the interest rate applicable to ABR Loans. If such Lender pays such amount to the Administrative Agent, then such amount shall constitute such Lender’s Loan included in such Borrowing.

(c) If a Lender that is not an Initial Lender notifies the Administrative Agent prior to the proposed time of the Borrowing on the Closing Date that such Lender will not make available to the Administrative Agent such Lender’s share of the requested Borrowing or Borrowings, or a Lender that is not an Initial Lender does not so notify the Administrative Agent but also does not in fact make its share of the applicable Borrowing available to the Administrative Agent, then each Initial Commitment Lender severally agrees to pay to the Administrative Agent forthwith on demand such Initial Commitment Lender’s pro rata share (based on its commitments under the Commitment Letter relative to the commitments of all Initial Commitment Lenders thereunder) of the unfunded amount with interest thereon, for each day from and including the date such amount is made available to the Borrower to but excluding the date of payment to the Administrative Agent, at the Federal Funds Effective Rate, and Schedule I hereto shall be amended to reflect the actual amounts funded by the respective Lenders, and, if applicable, to add any Initial Commitment Lender that is not listed as a Lender on such Schedule and the actual amount funded by it; it being understood that such amendment shall not derogate the rights or remedies of the Initial Commitment Lenders or the Borrower against any Lender that does not fund its share of the Borrowing.

(d) Notwithstanding anything to the contrary in this Section 2.05, in the event that any BNP Affiliate gives notice that such BNP Affiliate will not make available to the Administrative Agent such BNP Affiliate’s share of the requested Borrowing or Borrowings or if any BNP Affiliate does not in fact make its share of the applicable Borrowing available to the Administrative Agent, BNP Paribas, in its capacity as Initial Commitment Lender, severally agrees to pay to the Administrative Agent or the Borrower, as the case may be, forthwith such unfunded amount (with interest thereon at the Federal Funds Effective Rate, if applicable).

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SECTION 2.06. Interest Elections.

(a) Elections by the Borrower. The Borrowing initially shall be of the Type specified in the applicable Borrowing Request and, in the case of a LIBOR Borrowing, shall have the Interest Period specified in such Borrowing Request. Thereafter, the Borrower may elect to convert such Borrowing to a Borrowing of a different Type or to continue such Borrowing as a Borrowing of the same Type and, in the case of a LIBOR Borrowing, may elect the Interest Period therefor, all as provided in this Section. The Borrower may elect different options with respect to different portions of the affected Borrowing, in which case each such portion shall be allocated ratably among the Lenders holding the Loans constituting such Borrowing, and the Loans constituting each such portion shall be considered a separate Borrowing.

(b) Notice of Elections. To make an election pursuant to this Section, the Borrower shall deliver a written Interest Election Request signed by the Borrower to the Administrative Agent not later than 11:00 a.m., New York City time, three (3) Business Days before the date of the proposed conversion to or continuation as a LIBOR Borrowing and not later than 10:00 a.m., New York City time, on the date of the proposed conversion to an ABR Borrowing; provided that an Interest Election Request for a conversion of ABR Borrowings made on the Closing Date may be delivered at the same time as the Borrowing Request for such ABR Borrowing for a conversion to LIBOR Borrowings two (2) Business Days later. Each such Interest Election Request shall be irrevocable; provided that the Interest Election Request delivered at the same time as the Borrowing Request for an ABR Borrowing on the Closing Date may be revoked in the event that such Borrowing Request is revoked in accordance with Section 2.03.

(c) Information in Interest Election Requests. Each telephonic and written Interest Election Request shall specify the following information in compliance with Section 2.02:

(i) the Borrowing to which such Interest Election Request applies and, if different options are being elected with respect to different portions thereof, the portions thereof to be allocated to each resulting Borrowing (in which case the information to be specified pursuant to clauses (iii) and (iv) of this paragraph shall be specified for each resulting Borrowing);

(ii) the effective date of the election made pursuant to such Interest Election Request, which shall be a Business Day;

(iii) whether the resulting Borrowing is to be an ABR Borrowing or a LIBOR Borrowing; and

(iv) if the resulting Borrowing is a LIBOR Borrowing, the Interest Period therefor after giving effect to such election, which shall be a period contemplated by the definition of the term “Interest Period” and permitted under Section 2.02(c).

If any such Interest Election Request requests a LIBOR Borrowing but does not specify an Interest Period, then the Borrower shall be deemed to have selected an Interest Period of one month’s duration.

(d) Notice by the Administrative Agent to Lenders. Promptly following receipt of an Interest Election Request, the Administrative Agent shall advise each Lender of the details thereof and of such Lender’s portion of each resulting Borrowing.

(e) Failure to Elect; Events of Default. If the Borrower fails to deliver a timely Interest Election Request with respect to a LIBOR Borrowing prior to the end of the Interest Period therefor, then, unless such Borrowing is repaid as provided herein, at the end of such Interest Period such Borrowing shall be continued as a LIBOR Borrowing with a 1-month Interest Period. Notwithstanding any contrary

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provision hereof, if an Event of Default has occurred and is continuing and the Administrative Agent, at the request of the Required Lenders, so notifies the Borrower, then, so long as an Event of Default is continuing, (A) no outstanding Borrowing may be converted to or continued as a LIBOR Borrowing and (B) unless repaid, each LIBOR Borrowing shall be converted to an ABR Borrowing at the end of the Interest Period therefor.

SECTION 2.07. Termination of Commitments. The Commitments shall terminate automatically immediately after the funding of the Loans on the Closing Date. Termination of the Commitments shall be permanent.

SECTION 2.08. Repayment of Loans; Evidence of Debt.

(a) Repayment. The Borrower shall pay to the Administrative Agent, for the ratable account of the Lenders, on each Quarterly Date, beginning on the last Business Day of the first full fiscal quarter commencing after the fiscal quarter during which the Closing Date occurs, and on the Maturity Date, a principal amount of the Loans, subject to reduction as provided in Section 2.09(c), equal to the percentage set forth on Schedule II opposite the applicable Quarterly Date and the Maturity Date of the original aggregate principal amount of the Loans made on the Closing Date (or, if less, the aggregate amount of such Loans then outstanding) (in each case together with all accrued and unpaid interest on the principal amount to be paid to but excluding the date of such payment).

(b) Manner of Payment. Prior to any repayment or prepayment of any Borrowings hereunder, the Borrower shall select the Borrowing or Borrowings to be paid and shall notify the Administrative Agent by telephone (confirmed by telecopy) of such selection not later than 11:00 a.m., New York City time, three Business Days before the scheduled date of such repayment; provided that each repayment of Borrowings shall be applied to repay any outstanding ABR Borrowings before any other Borrowings. If the Borrower fails to make a timely selection of the Borrowing or Borrowings to be repaid or prepaid, such payment shall be applied, first, to pay any outstanding ABR Borrowings and, second, to other Borrowings in the order of the remaining duration of their respective Interest Periods (the Borrowing with the shortest remaining Interest Period to be repaid first).

(c) Maintenance of Loan Accounts by Lenders. Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrower to such Lender resulting from each Loan made by such Lender, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder.

(d) Maintenance of Loan Accounts by the Administrative Agent. The Administrative Agent shall maintain accounts in which it shall record (i) the amount of each Loan made hereunder, the Type thereof and each Interest Period therefor, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrower to each Lender hereunder and (iii) the amount of any sum received by the Administrative Agent hereunder for account of the Lenders and each Lender’s share thereof.

(e) Effect of Entries. The entries made in the accounts maintained pursuant to paragraph (c) or (d) of this Section shall be prima facie evidence of the existence and amounts of the obligations recorded therein; provided that the failure of any Lender or the Administrative Agent to maintain such accounts or any error therein shall not in any manner affect the obligation of the Borrower to repay the Loans in accordance with the terms of this Agreement.

(f) Promissory Notes. Any Lender may request that Loans made by it to the Borrower be evidenced by a promissory note. In such event, the Borrower shall prepare, execute and deliver to such

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Lender a promissory note payable to such Lender (or, if requested by such Lender, to such Lender and its registered assigns) in the form of Exhibit E. Thereafter, the Loans evidenced by such promissory note and interest thereon shall at all times (including after assignment pursuant to Section 9.04) be represented by one or more promissory notes in such form payable to the registered payee named therein (and, if requested by the Lender, its registered assigns).

SECTION 2.09. Prepayment of Loans.

(a) Optional Prepayments. The Borrower shall have the right at any time and from time to time to prepay any Borrowing, in whole or in part, subject to the requirements of this Section 2.09; provided that the aggregate amount of each such partial prepayment shall be an integral multiple of $1,000,000 and not less than $5,000,000 or such other lower integral multiples and minimum amounts as may be agreed between the Borrower and the Administrative Agent.

(b) Notices, Etc. Each notice of prepayment shall be given in accordance with Section 2.08(b) and shall be irrevocable, provided that a notice of full prepayment of all Loans may state that such notice is conditioned upon the occurrence or non-occurrence of any event specified therein (including the effectiveness of other credit facilities), in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Promptly following receipt of any such notice, the Administrative Agent shall advise the relevant Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount that would be permitted in the case of a Borrowing of the same Type as provided in Section 2.02, except as necessary to apply fully the required amount of a mandatory prepayment. Each prepayment of a Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments shall be accompanied by accrued interest as required by Section 2.11, together with any amounts owing to Lenders under Section 2.14, and shall be made in the manner specified in Section 2.08(b) and 2.09(c).

(c) Application of Prepayments. All prepayments of Loans shall be applied to reduce scheduled repayments required under Section 2.08(a) in direct chronological order of such repayments, commencing with the next due scheduled repayment required under Section 2.08(a).

SECTION 2.10. Fees. The Borrower agrees to pay to the Administrative Agent, for its own account, fees payable in the amounts and at the times separately agreed upon between the Borrower and the Administrative Agent.

SECTION 2.11. Interest.

(a) ABR Loans. The Loans constituting each ABR Borrowing shall bear interest at a rate per annum equal to the Alternate Base Rate plus the Applicable Margin.

(b) LIBOR Loans. The Loans constituting each LIBOR Borrowing shall bear interest at a rate per annum equal to the Adjusted LIBO Rate for the Interest Period for such Borrowing plus the Applicable Margin.

(c) Default Interest. Notwithstanding the foregoing, if any principal of or interest on any Loan or any fee or other amount payable by the Borrower hereunder is not paid when due, whether at stated maturity, upon acceleration or otherwise, such overdue amount shall bear interest, after as well as before judgment, at a rate per annum equal to (i) in the case of overdue principal, interest or premium (if any) on any Loan, 2% per annum plus the rate otherwise applicable to such Loan as provided above or (ii) in the case of any other overdue amount, 2% per annum plus the rate applicable to ABR Loans as provided in paragraph (a) of this Section.

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(d) Payment of Interest. Accrued interest on each Loan shall be payable in arrears on each Interest Payment Date for such Loan; provided that (i) interest accrued pursuant to paragraph (c) of this Section shall be payable on demand, (ii) in the event of any repayment or prepayment of any Loan, accrued interest on the principal amount repaid or prepaid shall be payable on the date of such repayment or prepayment and (iii) in the event of any conversion of any LIBOR Borrowing prior to the end of the Interest Period therefor, accrued interest on such Borrowing shall be payable on the effective date of such conversion.

(e) Computation. All interest hereunder shall be computed on the basis of a year of 360 days, except that interest computed by reference to the Alternate Base Rate at times when the Alternate Base Rate is based on the prime rate of the Administrative Agent shall be computed on the basis of a year of 365 days (or 366 days in a leap year); interest shall in each case be payable for the actual number of days elapsed (including the first day but excluding the last day). The applicable Alternate Base Rate or Adjusted LIBO Rate shall be determined by the Administrative Agent, and such determination shall be conclusive absent manifest error.

SECTION 2.12. Alternate Rate of Interest. If prior to the commencement of the Interest Period for any LIBOR Borrowing:

(a) the Administrative Agent determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining the Adjusted LIBO Rate for such Interest Period; or

(b) the Administrative Agent is advised by the Required Lenders that the Adjusted LIBO Rate for such Interest Period will not adequately and fairly reflect the cost to such Lenders (or Lender) of making or maintaining their Loans (or its Loan) included in such Borrowing for such Interest Period;

then the Administrative Agent shall give notice thereof to the Borrower and the Lenders by telephone or telecopy as promptly as practicable thereafter and, until the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any Interest Election Request that requests the conversion of any Borrowing to, or the continuation of any Borrowing as, a LIBOR Borrowing shall be ineffective and such Borrowing (unless prepaid) shall be continued as, or converted to, an ABR Borrowing and (ii) if any Borrowing Request requests a LIBOR Borrowing, such Borrowing shall be made as an ABR Borrowing; provided that the provisions of this Section shall not apply to any determination of the Adjusted LIBO Rate or the LIBO Rate (as the case may be) for the Interest Period for any LIBOR Borrowing if the applicable LIBO Rate is available on the Screen as contemplated by the first sentence of the definition of “LIBO Rate.”

SECTION 2.13. Increased Costs.

(a) Increased Costs Generally. If any Change in Law shall:

(i) impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for account of, or credit extended by, any Lender (except any such reserve requirement reflected in the Adjusted LIBO Rate); or

(ii) impose on any Lender or the London interbank market any other condition (other than Indemnified Taxes or Excluded Taxes) affecting this Agreement or LIBOR Loans made by such Lender; or

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(iii) subject the Administrative Agent, any Lender or any other recipient of any payments hereunder to any Taxes on its loans, loan principal, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto (other than (A) Indemnified Taxes, (B) Excluded Taxes and (C) Other Taxes);

and the result of any of the foregoing shall be to increase the cost to such Person of making or maintaining any LIBOR Loan to the Borrower (or of maintaining its obligation to make any such Loan) or to reduce the amount of any sum received or receivable by such Person hereunder (whether of principal, interest or otherwise), then the Borrower will pay to such Person, in Dollars, such additional amount or amounts as will compensate such Person for such additional costs incurred or reduction suffered.

(b) Capital Requirements. If any Lender determines that any Change in Law regarding capital requirements has or would have the effect of reducing the rate of return on such Lender’s capital or on the capital of such Lender’s holding company, if any, as a consequence of this Agreement or the Loans made by such Lender to a level below that which such Lender or such Lender’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s policies and the policies of such Lender’s holding company with respect to capital adequacy), then from time to time the Borrower will pay to such Lender, in Dollars, such additional amount or amounts as will compensate such Lender or such Lender’s holding company for any such reduction suffered.

(c) Certificates from Lenders. A certificate of a Lender setting forth the amount or amounts, in Dollars, necessary to compensate such Lender or its holding company, as the case may be, as specified in paragraph (a) or (b) of this Section, and setting forth in reasonable detail calculations of such amount or amounts, shall be delivered to the Borrower and shall be conclusive absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such certificate within 10 days after receipt thereof.

(d) Delay in Requests. Failure or delay on the part of any Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s right to demand such compensation; provided that the Borrower shall not be required to compensate a Lender pursuant to this Section for any increased costs or reductions incurred more than six months prior to the date that such Lender notifies the Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender’s intention to claim compensation therefor; provided further that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the six-month period referred to above shall be extended to include the period of retroactive effect thereof.

SECTION 2.14. Break Funding Payments. In the event of (a) the payment of any principal of any LIBOR Loan of the Borrower other than on the last day of an Interest Period therefor (including as a result of an Event of Default), (b) the conversion of any LIBOR Loan of the Borrower other than on the last day of an Interest Period therefor, (c) the failure to borrow, convert, continue or prepay any Loan of the Borrower on the date specified in any notice delivered pursuant hereto (regardless of whether such notice is permitted to be revocable under Section 2.09(b) and is revoked in accordance therewith), or (d) the assignment of any LIBOR Loan of the Borrower other than on the last day of an Interest Period therefor as a result of a request by the Borrower pursuant to Section 2.18, then, in any such event, the Borrower shall compensate each Lender for the loss, cost and expense attributable to such event.

In the case of a LIBOR Loan, the loss to any Lender attributable to any such event shall be deemed to include an amount determined by such Lender to be equal to the excess, if any, of (i) the amount of interest that such Lender would pay for a deposit equal to the principal amount of such Loan for the period from the date of such payment, conversion, failure or assignment to the last day of the then current Interest Period for such Loan (or, in the case of a failure to borrow, convert or continue, the

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duration of the Interest Period that would have resulted from such borrowing, conversion or continuation) if the interest rate payable on such deposit were equal to the Adjusted LIBOR Rate for such Interest Period, over (ii) the amount of interest that such Lender would earn on such principal amount for such period if such Lender were to invest such principal amount for such period at the interest rate that would be bid by such Lender (or an affiliate of such Lender) for deposits from other banks in the eurocurrency market at the commencement of such period. The Borrower shall not be responsible for losses described in this Section 2.14 arising more than six (6) months prior to its receipt of notice of such determination by the respective Lender requesting compensation for such loss. Such notice, to be effective, shall be accompanied by a calculation of such losses in reasonable detail. A certificate of any Lender setting forth any amount or amounts that such Lender is entitled to receive pursuant to this Section shall be delivered to the Borrower and shall be conclusive absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such certificate within 10 days after receipt thereof.

SECTION 2.15. Taxes.

(a) Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower hereunder shall be made free and clear of and without deduction for any Indemnified Taxes or Other Taxes; provided that if the Borrower or other applicable withholding agent shall be required to deduct any Indemnified Taxes or Other Taxes from such payments, then (i) the sum payable by the Borrower shall be increased as necessary so that after all required deductions have been made (including deductions applicable to additional sums payable under this Section 2.15) the Administrative Agent or Lender (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made, (ii) such Borrower or other applicable withholding agent shall make such deductions and (iii) such Borrower or other applicable withholding agent shall pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law.

(b) Payment of Other Taxes by the Borrower. In addition, the Borrower shall pay any Other Taxes to the relevant Governmental Authority in accordance with applicable law.

(c) Indemnification by the Borrower. The Borrower shall indemnify the Administrative Agent and each Lender, within 10 days after written demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section) paid by the Administrative Agent or such Lender, as the case may be, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender, or by the Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error.

(d) Evidence of Payments. As soon as practicable after any payment of Indemnified Taxes or Other Taxes by the Borrower to a Governmental Authority, the Borrower shall deliver to the Administrative Agent the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to the Administrative Agent.

(e) Foreign Lenders. Any Foreign Lender that is entitled to an exemption from or reduction of withholding tax under the law of the United States of America, or any treaty to which the United States of America is a party, with respect to payments under this Agreement by the Borrower shall deliver to the Borrower and the Administrative Agent at the time or times prescribed by applicable law or reasonably requested by the Borrower or the Administrative Agent, such properly completed and executed documentation prescribed by applicable law as will permit such payments by the Borrower to be made without withholding or at a reduced rate.

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(f) Indemnification by the Lenders. Each Lender shall severally indemnify the Administrative Agent for any Taxes (but, in the case of any Indemnified Taxes or Other Taxes, only to the extent that the Borrower has not already indemnified the Administrative Agent for such Indemnified Taxes or Other Taxes and without limiting the obligation of the Borrower to do so) attributable to such Lender that are paid or payable by the Administrative Agent in connection with this Agreement and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Government Authority. The indemnity under this Section 2.15(f) shall be paid within 10 days after the Administrative Agent delivers to the applicable Lender a certificate stating the amount of Taxes so paid or payable by the Administrative Agent. Such certificate shall be conclusive of the amount so paid or payable absent manifest error.

SECTION 2.16. [Intentionally Omitted].

SECTION 2.17. Payments Generally; Pro Rata Treatment; Sharing of Set-offs.

(a) Payments by the Borrower. The Borrower shall make each payment required to be made by it hereunder (whether of principal, interest or fees, or under Section 2.13, 2.14 or 2.15 or otherwise) prior to 12:00 noon, New York City time, on the date when due, in immediately available funds, without set-off, counterclaim or other deduction. Any amounts received after such time on any date may, in the discretion of the Administrative Agent, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon. All such payments shall be made to the Administrative Agent at the Administrative Agent’s Account, except that payments pursuant to Sections 2.13, 2.14, 2.15, 2.18(b) and 9.03 shall be made directly to the Persons entitled thereto. The Administrative Agent shall distribute any such payments received by it for account of any other Person to the appropriate recipient promptly following receipt thereof. If any payment hereunder shall be due on a day that is not a Business Day, the date for payment shall be extended to the next succeeding Business Day and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension. All payments hereunder shall be made in Dollars.

(b) Application of Insufficient Payments. If at any time insufficient funds are received by and available to the Administrative Agent to pay fully all amounts of principal, interest and fees then due hereunder, such funds shall be applied (i) first, to pay interest and fees then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of interest and fees then due to such parties, and (ii) second, to pay principal then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of principal then due to such parties.

(c) Pro Rata Treatment. Except to the extent otherwise provided herein, (i) each Borrowing shall be made from the Lenders pro rata according to the amounts of their respective Commitments; (ii) each Borrowing shall be allocated pro rata among the Lenders according to the amounts of their respective Commitments (in the case of the making of Loans) or their respective Loans (in the case of conversions and continuations of Loans); (iii) each payment or prepayment of principal of Loans by the Borrower shall be made for account of the Lenders pro rata in accordance with the respective unpaid principal amounts of the Loans held by them; and (iv) each payment of interest on the Loans by the Borrower shall be made for account of the Lenders pro rata in accordance with the amounts of interest on the Loans then due and payable to the respective Lenders.

(d) Sharing of Payments by Lenders. If any Lender shall, by exercising any right of set-off or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its Loans

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resulting in such Lender receiving payment of a greater proportion of the aggregate amount of its Loans and accrued interest thereon then due than the proportion received by any other Lender, then the Lender receiving such greater proportion shall purchase (for cash at face value) participations in the Loans of other Lenders to the extent necessary so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Loans; provided that (i) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, and (ii) the provisions of this paragraph shall not be construed to apply to any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans to any assignee or Participant, other than to the Borrower or any Subsidiary or Affiliate thereof (as to which the provisions of this paragraph shall apply). The Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrower’s rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower in the amount of such participation.

(e) Presumptions of Payment. Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Administrative Agent for account of the Lenders hereunder that the Borrower will not make such payment, the Administrative Agent may assume that the Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders the amount due. In such event, if the Borrower has not in fact made such payment, then each of the Lenders severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such Lender with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at the Federal Funds Effective Rate.

(f) Certain Deductions by the Administrative Agent. If any Lender shall fail to make any payment required to be made by it pursuant to Section 2.05(b) or 2.17(e), then the Administrative Agent may, in its discretion (notwithstanding any contrary provision hereof), apply any amounts thereafter received by the Administrative Agent for account of such Lender to satisfy such Lender’s obligations under such Sections until all such unsatisfied obligations are fully paid.

SECTION 2.18. Mitigation Obligations; Replacement of Lenders.

(a) Designation of a Different Lending Office. If any Lender requests compensation under Section 2.13, or if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for account of any Lender pursuant to Section 2.15, then such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.13 or 2.15, as the case may be, in the future and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.

(b) Replacement of Lenders. If any Lender requests compensation under Section 2.13 or 2.14, or if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for account of any Lender pursuant to Section 2.15, or if any Lender becomes a Defaulting Lender, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to

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the restrictions contained in Section 9.04), all its interests, rights and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (i) the Borrower shall have received the prior written consent of the Administrative Agent, which consent shall not unreasonably be withheld, (ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder (including any amounts payable under Section 2.14 as a result of such assignment), from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts), (iii) if the Lender being replaced does not execute and deliver to the Administrative Agent a duly completed Assignment and Assumption and/or any other documentation necessary to reflect such replacement by the later of (x) the date on which the assignee Lender executed and delivered such Assignment and Assumption and/or such other documentation and (y) the time such Lender receives payment under clause (ii) above, then the Lender being replaced shall be deemed to have executed and delivered such Assignment and Assumption and/or such other documentation as of such date and the Borrower shall be entitled (but not obligated) to execute and deliver such Assignment and Assumption and/or such other documentation on behalf of such Lender (provided that the Borrower shall make no representation or warranty on behalf of such Lender in such Assignment and Assumption and/or such other documentation) and (iv) in the case of any such assignment resulting from a claim for compensation under Section 2.13 or payments required to be made pursuant to Section 2.15, such assignment will result in a reduction in such compensation or payments. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply.

(c) Defaulting Lenders. Notwithstanding any provision of this Agreement (including Sections 2.17(c) or 2.17(d)) to the contrary, if any Lender becomes a Defaulting Lender, then the Loans of such Defaulting Lender shall not be included, and such Defaulting Lender shall not be deemed to be a Lender, in determining whether all Lenders or the Required Lenders have taken or may take any action hereunder (including any consent to any amendment or waiver pursuant to Section 9.02); provided that (i) any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender which affects such Defaulting Lender differently in an adverse manner than other affected Lenders shall require the consent of such Defaulting Lender and (ii) any amendment or modification that increases, or extends the maturity of, such Defaulting Lender’s Loans, or reduces the principal amount of, or rate of interest on, any Loans made by such Defaulting Lender, shall require the consent of such Defaulting Lender.

ARTICLE III

REPRESENTATIONS AND WARRANTIES

The Borrower represents and warrants to the Lenders as of the Closing Date, that:

SECTION 3.01. Corporate Existence. Each of the Borrower and its Material Subsidiaries: (a) is a corporation duly organized and validly existing under the laws of the jurisdiction of its incorporation (or, in the case of a Material Subsidiary that is not a corporation, is a partnership or other entity duly organized and validly existing under the laws of its jurisdiction of organization); (b) has all requisite legal power, and has all material governmental licenses, authorizations, consents and approvals, necessary to own its assets and carry on its business as now being or as proposed to be conducted; and (c) is qualified to do business in all jurisdictions in which the nature of the business conducted by it makes such qualification necessary and where failure so to qualify would have a Borrower Material Adverse Effect.

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SECTION 3.02. Financial Condition.

(a) The Borrower has heretofore furnished to the Lenders (i) the consolidated balance sheets of the Borrower and its Consolidated Subsidiaries as at December 31, 2008, December 31, 2009 and December 31, 2010 and the related consolidated statements of operations, cash flows and changes in common shareholders’ equity of the Borrower and its Consolidated Subsidiaries for the fiscal years ended December 31, 2008, December 31, 2009 and December 31, 2010, in each case with the opinion thereon of Deloitte & Touche LLP, (ii) the unaudited consolidated balance sheets of the Borrower and its Consolidated Subsidiaries as at March 31, 2011, June 30, 2011 and September 30, 2011 and the related unaudited consolidated statements of operations, cash flows and stockholders’ equity of the Borrower and its Consolidated Subsidiaries for the three fiscal quarters ended March 31, 2011, June 30, 2011 and September 30, 2011 (with respect to which the auditors have performed an SAS 100 review), (iii) the consolidated balance sheets of the Target and its Consolidated Subsidiaries as at January 3, 2009, January 2, 2010 and January 1, 2011 and the related consolidated statements of income, cash flows and shareholders’ equity of the Target and its Consolidated Subsidiaries for the three fiscal years ended on January 3, 2009, January 2, 2010 and January 1, 2011, with the opinion thereon of Ernst & Young, and (iv) the unaudited consolidated balance sheets of the Target and its Consolidated Subsidiaries as at April 2, 2011, July 2, 2011 and October 1, 2011 and the related consolidated statements of income and cash flows of the Target and its Consolidated Subsidiaries for the three fiscal quarters ended April 2, 2011, July 2, 2011 and October 1, 2011 (with respect to which the auditors shall have performed an SAS 100 review). Such financial statements fairly present, in all material respects, the consolidated financial condition of the entities to which they relate as at the dates presented, and the consolidated results of their operations and cash flows for the periods presented, all in accordance with GAAP (except, in the case of clauses (ii) and (iv), for normal year-end audit adjustments and/or absence of full footnote disclosures); provided that this representation with respect to the financial statements of the Target is made to the best of the Borrower’s knowledge. Neither the Borrower nor any of its Material Subsidiaries had on said dates any material contingent liabilities, liabilities for taxes, unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments, except as referred to or reflected or provided for in said balance sheets as at said dates, provided that this representation with respect to the Target and its Subsidiaries, to the extent that any of those entities are Material Subsidiaries, is made to the best of the Borrower’s knowledge. Since December 31, 2010, there has been no event or condition that could result in a Borrower Material Adverse Effect.

(b) The Borrower has heretofore delivered to the Lenders, the Borrower’s (i) unaudited pro forma condensed statement of operations for the fiscal year ended December 31, 2010, (ii) unaudited pro forma condensed balance sheet as of September 30, 2011 and (iii) unaudited pro forma condensed statement of operations for the nine months ended on September 30, 2011, in each case after giving effect to the Transactions as if they had occurred on the last day of such period in the case of the balance sheet and as of the beginning of such period in the case of the statement of operations. Such pro forma financial statements have been prepared in a manner consistent with Regulation S-X (and in the case of pro forma financial statements for the period ended September 30, 2011, as if Regulation S-X was applicable to such financial statements).

SECTION 3.03. Litigation. The legal or arbitral proceedings, and proceedings by or before any Governmental Authority, now pending or (to the knowledge of the Borrower) threatened against the Borrower and/or any of its Material Subsidiaries will not, in the opinion of the General Counsel of the Borrower, result in imposition of liability or assessment against (including seizure of) property that would result in a Borrower Material Adverse Effect.

SECTION 3.04. No Breach. None of the execution and delivery of this Agreement, the consummation of the transactions herein contemplated and compliance with the terms and provisions hereof

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will conflict with or result in a breach of, or require any consent under, the charter or by-laws of the Borrower or any of its Subsidiaries, or any applicable law or regulation, or any order, writ, injunction or decree of any Governmental Authority, or any material agreement or instrument to which the Borrower or any of its Subsidiaries is a party or by which any of them is bound or to which any of them is subject, or constitute a default under any such agreement or instrument, other than immaterial conflicts under contractual obligations.

SECTION 3.05. Corporate Action of the Borrower. The Borrower has all necessary corporate power and authority to execute, deliver and perform its obligations under this Agreement; the execution, delivery and performance by the Borrower of this Agreement has been duly authorized by all necessary corporate action on its part; and this Agreement has been duly and validly executed and delivered by the Borrower and constitutes the legal, valid and binding obligation of the Borrower, enforceable in accordance with its terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or limiting creditors’ rights generally.

SECTION 3.06. Approvals. No authorizations, approvals or consents of, and no filings or registrations with, any Governmental Authority are necessary for the execution, delivery or performance by the Borrower of this Agreement or for the validity or enforceability thereof.

SECTION 3.07. Use of Loans. The Borrower will use the proceeds of the Loans solely to finance the Acquisition and pay fees, commissions and expenses in connection with the Transactions. Neither the Borrower nor any of its Subsidiaries is engaged principally, or as one of its important activities, in the business of extending credit for the purpose, whether immediate, incidental or ultimate, of buying or carrying Margin Stock. No part of the proceeds of any Loan hereunder will be used for any purpose that will result in a violation of Regulations U and X.

SECTION 3.08. ERISA. The Borrower and the ERISA Affiliates have fulfilled their respective obligations under the minimum funding standards of ERISA and the Code with respect to each Plan and are in compliance in all material respects with the applicable provisions of ERISA and the Code, and have not incurred any liability to the PBGC or any Plan or Multiemployer Plan (other than to make contributions in the ordinary course of business).

SECTION 3.09. Taxes. United States Federal income tax returns of the Borrower have been examined and closed through the fiscal year of the Borrower ended December 31, 2000. The Borrower and its Subsidiaries have filed all United States Federal income tax returns and all other material tax returns required to be filed by them and have paid all taxes due pursuant to such returns or pursuant to any assessment received by the Borrower or any of its Subsidiaries except for those being contested in good faith and for which adequate reserves have been established in accordance with GAAP. The charges, accruals and reserves on the books of the Borrower and its Material Subsidiaries in respect of taxes and other governmental charges are, in the opinion of the Borrower, adequate. If the Borrower is a member of an affiliated group of corporations filing consolidated returns for United States Federal income tax purposes, it is the “common parent” of such group.

SECTION 3.10. Investment Company Act. The Borrower is not an “investment company,” or a company “controlled” by an “investment company,” within the meaning of the Investment Company Act of 1940, as amended.

SECTION 3.11. Debt Instruments. Schedule III is a complete and correct list, as of the date of this Agreement, of each credit agreement, loan agreement, indenture, purchase agreement, guarantee or other arrangement providing for or otherwise relating to any Indebtedness or any extension of credit (or commitment for any extension of credit) to, or guarantee by, the Borrower or any of its Material

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Subsidiaries the aggregate principal or face amount of which equals or exceeds (or may equal or exceed) $150,000,000 and the aggregate principal or face amount outstanding as of the date of this Agreement (or, in the case of revolving credit facilities, the total commitments thereunder as of the date of this Agreement) is correctly described in Schedule III.

SECTION 3.12. Hazardous Materials and Environmental Matters. Except as would not reasonably be expected to result in a Borrower Material Adverse Effect:

(a) the Borrower and each of its Material Subsidiaries have obtained all permits, licenses and other authorizations (“Permits”) required under all applicable Environmental Laws for their respective operations, businesses and assets, and such Permits are in full force and effect and the Borrower and each of its Material Subsidiaries are in compliance with the terms and conditions of all such Permits;

(b) the Borrower and each of its Material Subsidiaries, and their respective operations and assets, are in compliance with all applicable Environmental Laws;

(c) neither the Borrower nor any of its Material Subsidiaries has received any written notice of violation, alleged violation, non-compliance, liability or potential liability under any Environmental Laws, nor does the Borrower or any of its Material Subsidiaries have knowledge that any such notice will be received or is being threatened;

(d) no judicial proceeding or governmental or administrative action is pending or, to the knowledge of the Borrower or any of its Material Subsidiaries, threatened, under any Environmental Law to which the Borrower or any of its Material Subsidiaries is or will be named as a party, nor are any of them subject to any consent decree, or consent order or other orders or judgments under any Environmental Law;

(e) there has been no Release or threat of Release of Hazardous Materials at, on, under or from any properties or facilities currently, or to the knowledge of the Borrower or any of its Material Subsidiaries, formerly, owned or operated by any of them which would reasonably be expected to result in a violation of or liability under any Environmental Laws on the part of any of them; and

(f) neither the Borrower nor any of its Material Subsidiaries has contractually assumed or undertaken responsibility for any liability or obligation of any Person arising under or relating to any Environmental Laws.

SECTION 3.13. Full Disclosure. The Borrower has heretofore furnished to each of the Lenders a true copy of the Borrower’s Annual Report on Form 10-K for the fiscal year ended December 31, 2010 (the “Annual Report”), as filed by the Borrower with the Securities and Exchange Commission. The annual, quarterly and other periodic reports filed by the Borrower with the Securities and Exchange Commission after December 31, 2010 and on or prior to the Closing Date, taken as a whole do not contain an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.

SECTION 3.14. Solvency. Immediately after the consummation of the Transactions to occur on the Closing Date and immediately following the making of the Loans and after giving effect to the application of the proceeds of the Loans, (a) the fair value of the properties of the Borrower (on a consolidated basis with its Subsidiaries) will exceed its debts and liabilities, subordinated, contingent or otherwise; (b) the present fair saleable value of the property of the Borrower (on a consolidated basis with its

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Subsidiaries) will be greater than the amount that will be required to pay the probable liability of its debts and other liabilities, subordinated, contingent or otherwise, as such debts and other liabilities become absolute and matured; (c) the Borrower (on a consolidated basis with its Subsidiaries) will be able to pay its debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured during a period from the Closing Date through the date that is 90 days after the Maturity Date; and (d) the Borrower (on a consolidated basis with its Subsidiaries) will not have unreasonably small capital with which to conduct its business in which it is engaged as such business is now conducted and is proposed to be conducted following the Closing Date.

SECTION 3.15. Anti-Terrorism Laws.

(a) Neither the Borrower nor any of its Material Subsidiaries (i) has violated or is in violation of Anti-Terrorism Laws or (ii) has engaged or engages in any transaction, investment, undertaking or activity that conceals the identity, source or destination of the proceeds from any category of offenses designated in the “Forty Recommendations” and “Nine Special Recommendations” published by the Organisation for Economic Co-operation and Development’s Financial Action Task Force on Money Laundering.

(b) Neither the Borrower nor any of its Material Subsidiaries is an Embargoed Person.

(c) Neither the Borrower nor any of its Material Subsidiaries (i) conducts any business or engages in making or receiving any contribution of funds, goods or services to or for the benefit of any Embargoed Person, (ii) deals in, or otherwise engages in any transaction related to, any property or interests in property blocked pursuant to any Anti-Terrorism Law or (iii) engages in or conspires to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any of the prohibitions set forth in any Anti-Terrorism Law.

ARTICLE IV

GUARANTEE

SECTION 4.01. Guarantee. The Guarantors hereby jointly and severally guarantee to each Lender and the Administrative Agent and their respective successors and assigns the prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) of the principal of and interest (including any interest, fees, costs or charges that would accrue but for the provisions of the Bankruptcy Code after any bankruptcy or insolvency petition under the Bankruptcy Code, regardless of whether allowed or allowable in such proceeding) on the Loans made by the Lenders to, and the promissory notes held by the Lenders pursuant to Section 2.08(f) of, the Borrower and all other monetary obligations, including fees, costs, expenses and indemnities, whether primary, secondary, direct, contingent, fixed or otherwise (including monetary obligations incurred during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding) of the Borrower and all other amounts from time to time owing to the Lenders or the Administrative Agent by the Borrower under this Agreement, in each case strictly in accordance with the terms thereof (such obligations being herein collectively called the “Guaranteed Obligations”). The Guarantors hereby jointly and severally further agree that if the Borrower shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any of the Guaranteed Obligations, each of the Guarantors will promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal. This is a guarantee of payment and not of collection.

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SECTION 4.02. Obligations Unconditional. The obligations of each of the Guarantors under Section 4.01 are absolute and unconditional irrespective of the value, genuineness, validity, regularity, legality or enforceability of the obligations of the Borrower under this Agreement or any other agreement or instrument referred to herein or therein, or any substitution, release or exchange of any other guarantee of or security for any of the Guaranteed Obligations, and, to the fullest extent permitted by applicable law, irrespective of any other circumstance whatsoever which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor (including any immunity, sovereign or otherwise, to which the Borrower may be entitled), it being the intent of this Section that the obligations of each of the Guarantors hereunder shall be absolute and unconditional under any and all circumstances. Without limiting the generality of the foregoing, it is agreed that the occurrence of any one or more of the following shall not affect the liability of the Guarantors hereunder:

(i) at any time or from time to time, without notice to the Guarantors, the time for any performance of or compliance with any of the Guaranteed Obligations shall be extended, or such performance or compliance shall be waived;

(ii) any of the acts mentioned in any of the provisions of this Agreement or any other agreement or instrument referred to herein or therein shall be amended, done or omitted;

(iii) the unenforceability, illegality, invalidity or non-provability of any of the acts mentioned in any of the provisions of this Agreement or any other agreement or instrument referred to herein or therein;

(iv) the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce, any rights against, or security over assets of, any Person;

(v) any non-presentation or non-observance of any formality or other requirement in respect of any instrument or any failure to realize the full value of any Guaranteed Obligations;

(vi) any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of any Person; or

(vii) the maturity of any of the Guaranteed Obligations shall be accelerated, or any of the Guaranteed Obligations shall be modified, supplemented, or amended in any respect, or any right under this Agreement or any other agreement or instrument referred to herein or therein shall be waived or any other guarantee of any of the Guaranteed Obligations or any security therefor shall be released or exchanged in whole or in part or otherwise dealt with.

Each of the Guarantors hereby expressly waives diligence, presentment, demand of payment, protest and all notices whatsoever, and any requirement that the Administrative Agent or any Lender exhaust any right, power or remedy or proceed against the Borrower under this Agreement or any other agreement or instrument referred to herein or therein, or against any other Person under any other guarantee of, or security for, any of the Guaranteed Obligations.

SECTION 4.03. Reinstatement. The obligations of each of the Guarantors under this Article IV shall be automatically reinstated if and to the extent that for any reason any payment by or on behalf of the Borrower in respect of the Guaranteed Obligations is rescinded or must be otherwise restored by any holder of any of the Guaranteed Obligations, whether as a result of any proceedings in bankruptcy or reorganization or otherwise and each of the Guarantors agrees that it will indemnify the Administrative Agent and each Lender on demand for all reasonable costs and expenses (including fees of counsel) incurred by the Administrative Agent or such Lender in connection with such rescission or restoration.

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SECTION 4.04. Subrogation. Each of the Guarantors hereby waives all rights of subrogation or contribution, whether arising by operation of law (including any such right arising under the Bankruptcy Code, as now or hereafter in effect) or otherwise, by reason of any payment by it pursuant to the provisions of this Article IV and further agrees that for the benefit of each of its creditors (including each Lender and the Administrative Agent) that any such payment by it of the Guaranteed Obligations of the Borrower shall constitute a contribution of capital by each of the Guarantors to the Borrower or, if evidenced by an instrument in form and substance (and containing terms of subordination) satisfactory to the Required Lenders, indebtedness subordinated in right of payment to the principal of and interest (including post-petition interest) on the Loans owing by the Borrower.

SECTION 4.05. Remedies. Each of the Guarantors agrees that, as between the Guarantors and the Lenders, the obligations of the Borrower under this Agreement may be declared to be forthwith due and payable as provided in Article VII (and shall be deemed to have become automatically due and payable in the circumstances provided in Article VII) for purposes of Section 4.01 notwithstanding any stay, injunction or other prohibition preventing such declaration (or such obligations from becoming automatically due and payable) as against the Borrower and that, in the event of such declaration (or such obligations being deemed to have become automatically due and payable), such obligations (whether or not due and payable by the Borrower) shall forthwith become due and payable by each of the Guarantors for purposes of said Section 4.01.

SECTION 4.06. Continuing Guarantee. The guarantee in this Article IV is a continuing guarantee, and shall apply to all Guaranteed Obligations whenever arising.

SECTION 4.07. Release of Guarantors. If, (a) in compliance with the terms and provisions of this Agreement, all or substantially all of the equity interests of any Guarantor are sold or otherwise transferred to a Person or Persons, none of which is the Borrower or a Subsidiary or (b) a Guarantor ceases to be a guarantor of any other Indebtedness of the Borrower for borrowed money in an aggregate amount equal to or in excess of $100,000,000, then such Guarantor shall, upon the consummation of such sale, transfer or termination of guarantor status under such other Indebtedness, be automatically released from its obligations under this Agreement (including under Section 9.03 hereof). At the request of the Borrower, the Administrative Agent shall execute such documents as are necessary to evidence any release pursuant to this Section 4.07, so long as the Borrower shall have provided the Administrative Agent such certifications or documents as the Administrative Agent shall reasonably request in order to demonstrate compliance with this Agreement.

SECTION 4.08. Right of Contribution. Each Guarantor hereby agrees that to the extent that a Guarantor shall have paid more than its proportionate share of any payment made hereunder, such Guarantor shall be entitled to seek and receive contribution from and against any other Guarantor hereunder which has not paid its proportionate share of such payment. Each Guarantor’s right of contribution shall be subject to the terms and conditions of Section 4.04. The provisions of this Section 4.08 shall in no respect limit the obligations and liabilities of any Guarantor to the Administrative Agent and the Lenders, and each Guarantor shall remain liable to the Administrative Agent and the Lenders for the full amount guaranteed by such Guarantor hereunder.

SECTION 4.09. Guarantors on the Closing Date. As of the Closing Date there are no Guarantors under this Agreement. After the Closing Date, Subsidiaries of the Borrower shall become Guarantors to the extent required under, and in accordance with, Section 6.05.

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ARTICLE V

CONDITIONS

SECTION 5.01. Closing Date. The obligations of the Lenders to make Loans hereunder shall be subject to satisfaction of each of the following conditions, or waiver of such conditions in accordance with Section 9.02:

(a) The Administrative Agent shall have received each of the following documents:

(i) Executed Counterparts. From the Borrower, a counterpart of this Agreement.

(ii) Opinion of Counsel to the Borrower. A favorable written opinion of (i) Debevoise & ▇▇▇▇▇▇▇▇ LLP, special counsel for the Borrower, and (ii) ▇▇▇▇▇ ▇. ▇▇▇▇▇, Chief Counsel – Global Corporate Governance, Treasury & Tax, in each case, in forms agreed with the Administrative Agent and provided to the Lenders prior to the Closing Date (and the Borrower hereby instructs such counsel to deliver such opinions to the Lenders and the Administrative Agent).

(iii) Corporate Documents. Such documents and certificates as the Administrative Agent, any Arranger or their counsel may reasonably request relating to the organization, existence and good standing of the Borrower and the authorization of the borrowings hereunder by the Borrower, each of which shall be reasonably satisfactory to the Arrangers in form and substance.

(iv) Officer’s Certificate; Solvency Certificate. A certificate, dated the Closing Date and signed by the Chief Executive Officer or Chief Financial Officer or another senior financial officer of the Borrower, in the form of Exhibit F, and a Solvency Certificate, dated the Closing Date and signed by the Chief Financial Officer of the Borrower or another senior financial officer of the Borrower, in the form of Exhibit G with appropriate insertions and attachments.

(v) Funds Flow Memorandum. A memorandum setting forth the sources and uses of funds on the Closing Date in connection with the Transactions, which memorandum shall be consistent with this Agreement.

(b) Acquisition. The Acquisition shall be consummated concurrently with the funding of the Loans on the Closing Date substantially in accordance with the Merger Agreement, without any waiver or amendment thereof, or consent thereunder, that is materially adverse to the Lenders unless consented to by the Administrative Agent and the Arrangers (which consent shall not be unreasonably withheld or delayed).

(c) Financial Statements. The Arrangers shall have received the financial statements referenced in Section 3.02. The pro forma financial statements referenced in Section 3.02(b) shall have been prepared in a manner consistent with Regulation S-X (and in the case of pro forma financial statements for a period not corresponding to a fiscal year, as if Regulation S-X was applicable to such financial statements).

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(d) Patriot Act. To the extent requested in writing at least 10 days prior to the Closing Date, the Lenders and the Administrative Agent shall have timely received the information required under Section 9.13.

(e) Fees. The Arrangers, the Lenders and the Administrative Agent shall have received all their fees as set forth in the Fee Letter or herein, and all expenses to be paid or reimbursed to the Arrangers, the Lenders and the Administrative Agent (including all reasonable and out-of-pocket costs and expenses (including legal fees and expenses of ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP and the fees and expenses of appraisers, consultants and other advisors) that have been invoiced at least 3 Business Days prior to the Closing Date) shall have been paid. Any reimbursement pursuant hereto shall be without duplication of any reimbursement to the Lenders, the Arrangers or the Administrative Agent and their respective affiliates under any other agreements.

(f) No Closing Date Material Adverse Effect. (i) Since December 31, 2010, no Effects (as defined in the Merger Agreement) shall have occurred which have had or would reasonably be expected to have, individually or in the aggregate, a Borrower Material Adverse Effect and (ii) since January 1, 2011, no Effects (as defined in the Merger Agreement) shall have occurred which have had or would reasonably be expected to have, individually or in the aggregate, an Acquired Business Material Adverse Effect.

(g) Representations and Warranties. The representations and warranties in Sections 3.01, 3.05, 3.07 (but only with respect to Federal reserve margin regulations), 3.10 and 3.15 (but only with respect to the Patriot Act) and the representations made by the Target in the Merger Agreement that are material to the interests of the Lenders, but only to the extent that the Borrower has the right to terminate its obligations under the Merger Agreement or to decline to consummate the Merger, as a result of a breach of such representations in the Merger Agreement, shall be (i) in the case of representations and warranties qualified by “materiality,” “Borrower Material Adverse Effect,” “Acquired Business Material Adverse Effect” or similar language, true and correct in all respects and (ii) in the case of all other representations and warranties, true and correct in all material respects.

(h) Borrowing Request. The Administrative Agent shall have received a Borrowing Request as required by Section 2.03.

ARTICLE VI

COVENANTS OF THE BORROWER

The Borrower agrees that, on or after the Closing Date and until payment in full of all Loans hereunder, all accrued interest thereon and all other amounts due and payable by any Obligor hereunder:

Part A. Affirmative Covenants.

SECTION 6.01. Financial Statements. The Borrower shall deliver to the Administrative Agent on behalf of the Lenders (and upon receipt thereof the Administrative Agent shall promptly deliver to the Lenders):

(a) as soon as available and in any event within 45 days after the end of each of the first three quarters of each fiscal year of the Borrower, consolidated statements of earnings and cash flow of the Borrower and its Consolidated Subsidiaries for such period and for the period from the beginning of the respective fiscal year to the end of such period, and the related

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consolidated balance sheet as at the end of such period, setting forth in each case in comparative form the corresponding consolidated figures for the corresponding period in the preceding fiscal year, accompanied by a certificate of a senior financial officer of the Borrower, which certificate shall state that said financial statements fairly present, in all material respects, the consolidated financial condition, results of operations and cash flows of the Borrower and its Consolidated Subsidiaries on a consolidated basis as of and for the periods presented in accordance with GAAP consistently applied;

(b) as soon as available and in any event within 90 days after the end of each fiscal year of the Borrower, consolidated statements of earnings, cash flows and common shareholders’ equity of the Borrower and its Consolidated Subsidiaries for such year and the related consolidated balance sheet as at the end of such year, setting forth in each case in comparative form the corresponding consolidated figures for the preceding fiscal year, and accompanied by an unqualified opinion thereon of Deloitte & Touche LLP or any other independent certified public accountants of recognized national standing, which opinion shall state that said consolidated financial statements fairly present, in all material respects, the consolidated financial condition and results of operations and cash flows of the Borrower and its Consolidated Subsidiaries as at the end of, and for, such fiscal year;

(c) promptly upon their becoming available, notices of the filing of all regular periodic reports which the Borrower shall have filed with the Securities and Exchange Commission (or any Governmental Authority substituted therefor) or any national securities exchange;

(d) promptly upon the mailing thereof to the shareholders of the Borrower generally, copies of all financial statements, reports and proxy statements so mailed, provided that, where any such mailed copies shall also have been filed with the Securities and Exchange Commission, the requirements of this paragraph shall be satisfied by the posting of such filings as contemplated below in the last paragraph of this Section;

(e) promptly after the Borrower knows or has reason to know that any Default has occurred, a notice of such Default describing the same in reasonable detail and, together with such notice or as soon thereafter as possible, a description of the action that the Borrower has taken and proposes to take with respect thereto;

(f) prompt written notice to the Administrative Agent and each of the Lenders upon any officer of the Borrower becoming aware of any other development that results in, or could reasonably be expected to result in, a Borrower Material Adverse Effect; and

(g) from time to time such other information regarding the business, affairs or financial condition of the Borrower or any of its Material Subsidiaries (including any Plan or Multiemployer Plan and any reports or other information required to be filed under ERISA) as the Administrative Agent may reasonably request (on its own behalf or on behalf of any Lender).

The Borrower will furnish to the Administrative Agent, at the time it furnishes each set of financial statements pursuant to paragraph (a) or (b) above, a certificate of a senior financial officer of the Borrower (i) to the effect that no Default has occurred and is continuing (or, if any Default has occurred and is continuing, describing the same in reasonable detail and describing the action that the Borrower has taken and proposes to take with respect thereto) and (ii) setting forth in reasonable detail the computations necessary to determine whether the Borrower is in compliance with Sections 6.08 and 6.09 as of the end of the respective quarterly fiscal period or fiscal year.

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Information required to be delivered pursuant to this Section (other than the certificate described in the preceding paragraph) shall be deemed to have been delivered in accordance with this Section on the date on which the Borrower notifies the Administrative Agent that such information has been posted on the Borrower’s website on the Internet, at ▇▇▇.▇▇▇.▇▇▇ or at another website identified by the Borrower in a notice to the Administrative Agent and accessible by the Lenders without charge.

SECTION 6.02. Litigation. The Borrower will promptly give to the Administrative Agent (and upon receipt thereof the Administrative Agent shall promptly give to the Lenders) notice of all legal or arbitral proceedings, and of all proceedings by or before any governmental or regulatory authority or agency, and any material development in respect of such legal or other proceedings, affecting the Borrower or any of its Material Subsidiaries, except any proceeding which, if adversely determined, would not have a Borrower Material Adverse Effect.

SECTION 6.03. Corporate Existence, Etc.

(a) The Borrower will, and will cause each of its Material Subsidiaries to, preserve and maintain its legal existence and all of its material rights, privileges and franchises (provided that nothing in this Section shall prohibit any transaction expressly permitted under Section 6.06); comply in all material respects with the requirements of all applicable laws, rules, regulations and orders of any Governmental Authority if failure to comply with such requirements would reasonably be expected to result in a Borrower Material Adverse Effect; pay and discharge all taxes, assessments and governmental charges or levies imposed on it or on its income or profits or on any of its property prior to the date on which material penalties attach thereto, except for any such tax, assessment, charge or levy the payment of which is being contested in good faith and by proper proceedings and against which adequate reserves are being maintained; maintain all of its properties used or useful in its business in good working order and condition, ordinary wear and tear excepted; provided, however, that the Borrower or any Subsidiary of the Borrower may discontinue the maintenance of a property if such discontinuance is, in the opinion of the Borrower, desirable in the conduct of its business and is not likely to have a Borrower Material Adverse Effect; keep proper books of record and account in which entries are made of all dealings and transactions in relation to its business and activities; and upon reasonable advance notice, permit representatives of any Lender or the Administrative Agent, during normal business hours, to examine, copy and make extracts from its books and records, to inspect its properties, and to discuss its business and affairs with its officers, all to the extent reasonably requested by such Lender or the Administrative Agent.

(b) The Borrower will, and will cause each of its Material Subsidiaries to, (a) comply with all applicable Environmental Laws and obtain and comply with all Permits required by applicable Environmental Laws; and (b) conduct and complete all investigations, studies, sampling and testing, and all remedial and other corrective actions as required under any Environmental Laws unless being contested in good faith and by proper proceedings and appropriate reserves are being maintained with respect thereto in accordance with GAAP, except in each case where failure to do so would not reasonably be expected to result in a Borrower Material Adverse Effect.

SECTION 6.04. Insurance. The Borrower will maintain, and will cause each of its Subsidiaries to maintain, insurance underwritten by financially sound and reputable insurers, or self insurance (in accordance with normal industry practice) in such amounts and against such risks as ordinarily is carried or maintained by owners of like businesses and properties in similar circumstances.

SECTION 6.05. Additional Guarantors. The Borrower will cause each Subsidiary (other than a Foreign Subsidiary) that guarantees any Indebtedness of the Borrower for borrowed money in an aggregate amount equal to or in excess of $100,000,000, to execute and deliver to the Administrative Agent a Joinder Agreement not later than 30 days after such Subsidiary provides such a guarantee and upon execution and delivery of such a Joinder Agreement, such Subsidiary shall become a party to this Agreement as a Guarantor and shall be as fully a party hereto as if such Guarantor were an original ▇▇▇▇▇▇ hereto.

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Part B. Negative Covenants.

SECTION 6.06. Prohibition of Fundamental Changes. The Borrower will not, nor will it permit any of its Material Subsidiaries to, enter into any transaction of merger or consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution). The Borrower will not, and will not permit any of its Material Subsidiaries to, convey, sell, lease, transfer or otherwise dispose of, in one transaction or a series of transactions, all or substantially all of its business or assets, whether now owned or hereafter acquired (excluding any inventory or other assets sold or disposed of in the ordinary course of business). Notwithstanding the foregoing provisions of this Section:

(a) any Subsidiary of the Borrower may be merged or consolidated with or into: (i) the Borrower if the Borrower shall be the continuing or surviving corporation, (ii) any other Subsidiary or (iii) any other Person if the surviving Person is a Subsidiary of the Borrower;

(b) any Subsidiary of the Borrower may sell, lease, transfer or otherwise dispose of any or all of its assets (upon voluntary liquidation or otherwise) to the Borrower or any other Subsidiary of the Borrower;

(d) any Subsidiary may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders; and

(e) in addition to the dispositions permitted pursuant to clauses (a) through (d) of this Section and dispositions not otherwise restricted by this Section 6.06 (which for the avoidance of doubt shall include sales or transfers of accounts receivable and related rights and assets by and to Red Bird Receivables LLC and those certain Subsidiaries which are part of the Borrower’s European account receivable securitization program in the ordinary course of business), the Borrower or any Subsidiary of the Borrower may sell or otherwise dispose of any other assets (including by merger or consolidation) if, after giving effect to any such sale or disposition, the book value (determined at the time of sale or disposition) of such assets, together with the aggregate book value of all other assets sold or disposed of under this Section 6.06(e) since December 31, 2010 (assuming this Section 6.06 had been in effect since December 31, 2010), does not exceed 20% of Total Assets at December 31, 2010.

SECTION 6.07. Limitation on Liens. The Borrower will not, nor will it permit any of its Material Subsidiaries to, create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, except:

(a) Liens imposed by any Governmental Authority for taxes, assessments or charges not yet due or which are being contested in good faith and by appropriate proceedings if, unless the amount thereof is not material with respect to it or its financial condition, adequate reserves with respect thereto are maintained on the books of the Borrower or any of its Material Subsidiaries, as the case may be, in accordance with GAAP;

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(b) carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like Liens arising in the ordinary course of business which are not overdue for a period of more than 30 days or which are being contested in good faith and by appropriate proceedings;

(d) deposits to secure the performance of bids, trade contracts (other than for borrowed money), leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business;

(e) easements, rights-of-way, restrictions and other similar encumbrances incurred in the ordinary course of business and encumbrances consisting of zoning restrictions, easements, licenses, restrictions on the use of property or minor imperfections in title thereto which, in the aggregate, are not material in amount, and which do not in any case materially detract from the value of the property subject thereto or interfere with the ordinary conduct of the business of the Borrower or any of its Material Subsidiaries;

(f) Liens on assets of Persons that become Subsidiaries of the Borrower on or after the date of this Agreement, provided that such Liens are in existence at the time the respective Persons become Subsidiaries of the Borrower and were not created in anticipation thereof;

(g) Liens upon real and/or tangible personal property acquired after the date hereof (by purchase, construction or otherwise) by the Borrower or any of its Material Subsidiaries, each of which Liens either (A) existed on such property before the time of its acquisition and was not created in anticipation thereof, or (B) was created solely for the purpose of securing Indebtedness representing, or incurred to finance, refinance or refund, the cost (including the cost of construction) of the respective property; provided in the case of clause (B) that such Lien attaches to such asset within 270 days after the acquisition or completion of construction and commencement of full operations thereof; provided further that no such Lien shall extend to or cover any property of the Borrower or such Material Subsidiary other than the respective property so acquired and improvements thereon; and provided further, that the principal amount of Indebtedness secured by any such Lien shall at no time exceed 95% of the fair market value (as determined in good faith by a senior financial officer of the Borrower) of the respective property at the time it was acquired (by purchase, construction or otherwise);

(h) Liens on assets consisting of a capital project and rights related thereto (“Project Assets”) securing Indebtedness incurred to finance the acquisition, construction or development of such Project Assets; provided that (x) such Indebtedness is non-recourse to any other assets; (y) the aggregate principal amount of Indebtedness secured by Liens permitted by this paragraph (h) may at no time exceed $200,000,000; and (z) such Liens attach to such Project Assets within two years after the initial acquisition or completion of construction or development of such Project Assets;

(i) Liens upon real and/or personal property of the Borrower or any Material Subsidiary of the Borrower in favor of the United States of America or any State thereof, any department, agency or instrumentality or political subdivision of the United States of America or any State thereof, or any bonding authority (including any authority established for the issuance of industrial revenue bonds or similar instruments) to secure partial, progress, or advance or other payments pursuant to any contract or statute or to secure Indebtedness (including, but not limited to, industrial revenue bonds and similar instruments) incurred for the purpose of refinancing all or any part of the purchase price or cost of constructing or improving such property;

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(j) Liens on (i) accounts receivable and related contract rights, letters of credit, accounts and similar assets arising in connection with any securitization transaction, and (ii) promissory notes, regulatory and any other related assets in connection with any financing transaction, in each case whether denominated as sales or borrowings;

(k) Liens granted to provide security in substitution for collateral presently securing existing Indebtedness, so long as such substitute collateral does not cover any property other than the property securing such existing Indebtedness;

(l) Liens securing judgments up to $200,000,000 for the payment of money in an amount not resulting (whether immediately or with the passage of time) in an Event of Default under subsection (h) of Article VII;

(m) Liens in existence on the date hereof and listed on Schedule IV;

(n) additional Liens upon property, assets or revenues created after the date hereof, provided that the aggregate outstanding Indebtedness secured thereby and incurred on and after the date hereof shall not at any time exceed 10% of Tangible Assets; and

(o) any extension, renewal or replacement of the foregoing, provided, however, that the Liens permitted hereunder shall not be spread to cover any additional Indebtedness or property (other than a substitution of like property);

and provided further that the sale, mortgage or other transfer of timber in connection with an arrangement under which the Borrower or any of its Subsidiaries is obligated to cut such timber (or any portion thereof) in order to provide the transferee with a specified amount of money (however determined) shall not be deemed to create Indebtedness secured by a Lien hereunder.

SECTION 6.08. Total Debt to Total Capital Ratio. The Borrower will not at any time permit the ratio of Total Debt to Total Capital to exceed 0.60 to 1.

SECTION 6.09. Minimum Consolidated Net Worth. The Borrower will not at any time permit Consolidated Net Worth to be less than $9,000,000,000.

ARTICLE VII

EVENTS OF DEFAULT

If one or more of the following events (herein called “Events of Default”) shall occur on or after the Closing Date and be continuing after the Closing Date:

(a) The Borrower shall default in the payment when due of any principal of any Loan; or the Borrower shall default in the payment when due of any interest on any Loan or any other amount payable by it hereunder and such default shall continue unremedied for five or more Business Days; or

(b) Any event specified in any note, agreement, indenture or other document evidencing or relating to any Indebtedness (other than (i) Indebtedness hereunder, (ii) Project

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Indebtedness or (iii) Indebtedness owed by any Material Subsidiary to the Borrower) of the Borrower or any of its Material Subsidiaries aggregating $200,000,000 or more shall occur if the effect of such event is to cause, or (with the giving of any notice or the lapse of time or both) to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause, such Indebtedness to become due, or to be prepaid in full (whether by redemption, purchase or otherwise), prior to its stated maturity; or

(c) Any representation, warranty or certification made or deemed made herein (or in any modification or supplement hereto) by any Obligor, or any certificate furnished to any Lender or the Administrative Agent pursuant to the provisions hereof, shall prove to have been false or misleading in any material respect as of the time made or furnished; or

(d) The Borrower shall default in the performance of any of its obligations under any of Sections 6.06, 6.07, 6.08 or 6.09; or any Obligor shall default in the performance of any of its other obligations in this Agreement and such default shall continue unremedied for a period of thirty days after notice thereof to such Obligor (through notification to the Borrower) by the Administrative Agent or any Lender (through the Administrative Agent); or

(e) The Borrower or any of its Material Subsidiaries shall admit in writing its inability to, or be generally unable to, pay its debts as such debts become due; or

(f) The Borrower or any of its Material Subsidiaries shall (i) apply for or consent to the appointment of, or the taking of possession by, a receiver, custodian, trustee or liquidator of itself or of all or a substantial part of its property, (ii) make a general assignment for the benefit of its creditors, (iii) commence a voluntary case under the Bankruptcy Code (as now or hereafter in effect), (iv) file a petition seeking to take advantage of any other law relating to bankruptcy, insolvency, reorganization, winding-up, or composition or readjustment of debts, (v) fail to controvert in a timely and appropriate manner, or acquiesce in writing to, any petition filed against it in an involuntary case under the Bankruptcy Code, or (vi) take any corporate action for the purpose of effecting any of the foregoing; or

(g) A proceeding or case shall be commenced, without the application or consent of the Borrower or any of its Material Subsidiaries, in any court of competent jurisdiction, seeking (i) its liquidation, reorganization, dissolution or winding-up, or the composition or readjustment of its debts, (ii) the appointment of a trustee, receiver, custodian, liquidator or the like of the Borrower or such Material Subsidiary or of all or any substantial part of its assets, or (iii) similar relief in respect of the Borrower or such Material Subsidiary under any law relating to bankruptcy, insolvency, reorganization, winding-up, or composition or adjustment of debts, and such proceeding or case shall continue undismissed, or an order, judgment or decree approving or ordering any of the foregoing shall be entered and continue unstayed and in effect, for a period of 90 or more days; or an order for relief against the Borrower or such Material Subsidiary shall be entered in an involuntary case under the Bankruptcy Code; or

(h) A final judgment or judgments for the payment of money in excess of $200,000,000 in the aggregate shall be rendered by a court or courts against the Borrower and/or any of its Material Subsidiaries and the same shall not be discharged (or provision shall not be made for such discharge), or a stay of execution thereof shall not be procured, within 30 days from the date of entry thereof and the Borrower or the relevant Material Subsidiary shall not, within said period of 30 days, or such longer period during which execution of the same shall have been stayed, appeal therefrom and cause the execution thereof to be stayed during such appeal; or

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(i) An ERISA Event shall have occurred that, when taken together with all other ERISA Events that have occurred, would reasonably be expected to result in a Borrower Material Adverse Effect; or

(j) Any person or group of persons (within the meaning of Section 13 or 14 of the Securities Exchange Act of 1934, as amended, it being agreed that an employee of the Borrower or any Consolidated Subsidiary for whom shares are held under an employee stock ownership, employee retirement, employee savings or similar plan and whose shares are voted in accordance with the instructions of such employee shall not be a member of a group of persons within the meaning of said Section 13 or 14 solely because such employee’s shares are held by a trustee under said plan) shall acquire, directly or indirectly, beneficial ownership (within the meaning of Rule 13d-3 promulgated by the Securities and Exchange Commission under said Act, as amended) of 35% or more of the outstanding shares of stock of the Borrower having by the terms thereof ordinary voting power to elect (whether immediately or ultimately) a majority of the board of directors of the Borrower (irrespective of whether or not at the time stock of any other class or classes of stock of the Borrower shall have or might have voting power by reason of the happening of any contingency); or

(k) During any period of 24 consecutive calendar months, a majority of the board of directors of the Borrower shall no longer be composed of individuals (i) who were members of said board of directors on the first day of such period or (ii) whose election or nomination to said board of directors was approved by individuals referred to in clause (j) above constituting at the time of such election or nomination at least a majority of said board of directors; or

(l) Any “Change of Control Triggering Event” (as defined in the Supplemental Indenture dated as of November 16, 2011 between the Borrower and The Bank of New York Mellon, as trustee, as such Supplemental Indenture is in effect on such date) shall occur; or

(m) Article IV of this Agreement shall at any time and for any reason be declared by a court of competent jurisdiction to be null and void, or any Guarantor shall repudiate or deny any portion of its liability or obligation for the obligations of the Borrower hereunder or any of the Guaranteed Obligations;

THEREUPON: (1) in the case of an Event of Default other than one referred to in clause (f) or (g) of this Article VII with respect to any Obligor, the Administrative Agent may and, upon request of the Required Lenders shall, by notice to the Borrower, declare the principal amount then outstanding of, and the accrued interest on, the Loans and all other amounts payable by the Obligors hereunder (including any amounts payable under Section 2.14) to be forthwith due and payable, whereupon such amounts shall be immediately due and payable without presentment, demand, protest or other formalities of any kind, all of which are hereby expressly waived by each Obligor; and (2) in the case of the occurrence of an Event of Default referred to in clause (f) or (g) of this Article VII with respect to any Obligor, the principal amount then outstanding of, and the accrued interest on, the Loans and all other amounts payable by the Obligors hereunder (including any amounts payable under Section 2.14) shall automatically become immediately due and payable without presentment, demand, protest or other formalities of any kind, all of which are hereby expressly waived by each Obligor.

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ARTICLE VIII

THE ADMINISTRATIVE AGENT

Each of the Lenders hereby irrevocably appoints the Administrative Agent as its agent and authorizes the Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms hereof, together with such actions and powers as are reasonably incidental thereto.

The Person serving as the Administrative Agent hereunder shall have the same rights and powers in its capacity as a Lender as any other Lender and may exercise the same as though it were not the Administrative Agent, and such Person and its Affiliates may accept deposits from, lend money to and generally engage in any kind of business with the Borrower or any Subsidiary or other Affiliate thereof as if it were not the Administrative Agent hereunder.

The Administrative Agent shall not have any duties or obligations except those expressly set forth herein. Without limiting the generality of the foregoing, (a) the Administrative Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing, (b) the Administrative Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby that the Administrative Agent is required to exercise in writing by the Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein); provided that the Administrative Agent shall not be required to take any action that, in its judgment or the judgment of its counsel, may expose the Administrative Agent to liability or that is contrary to this Agreement or applicable Requirements of Law, and (c) except as expressly set forth herein, the Administrative Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Borrower or any of its Subsidiaries that is communicated to or obtained by the bank serving as Administrative Agent or any of its Affiliates in any capacity. The Administrative Agent shall not be liable for any action taken or not taken by it with the consent or at the request of the Required Lenders or in the absence of its own gross negligence or willful misconduct. The Administrative Agent shall be deemed not to have knowledge of any Default unless and until written notice thereof is given to the Administrative Agent by the Borrower or a Lender, and the Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this Agreement, (ii) the contents of any certificate, report or other document delivered hereunder or in connection herewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement or any other agreement, instrument or document, or (v) the satisfaction of any condition set forth in Article V or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent.

The Administrative Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing believed by it to be genuine and to have been signed or sent by the proper Person. The Administrative Agent also may rely upon any statement made to it orally or by telephone and believed by it to be made by the proper Person, and shall not incur any liability for relying thereon. The Administrative Agent may consult with legal counsel (who may be counsel for the Borrower), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts.

The Administrative Agent may perform any and all its duties and exercise its rights and powers by or through any one or more sub-agents appointed by the Administrative Agent. The Administrative

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Agent and any such sub-agent may perform any and all its duties and exercise its rights and powers through their respective Related Parties. The exculpatory provisions of the preceding paragraphs shall apply to any such sub-agent and to the Related Parties of the Administrative Agent and any such sub-agent, and shall apply to their respective activities in connection with the syndication of the credit facilities provided for herein as well as activities as Administrative Agent.

The Administrative Agent may resign at any time by notifying the Lenders and the Borrower. Upon any such resignation, the Required Lenders shall have the right to appoint a successor, subject to the consent of the Borrower (which consent shall not be unreasonably withheld or delayed), provided that the Borrower’s consent shall not be required if an Event of Default has occurred and is continuing. If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent shall, on behalf of the Lenders, appoint a successor Administrative Agent, subject to the consent of the Borrower (which consent shall not be unreasonably withheld or delayed), provided that the Borrower’s consent shall not be required if an Event of Default has occurred and is continuing. If the Administrative Agent notifies the Borrower that no Person has accepted such appointment, then such resignation shall nonetheless become effective and (1) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and (2) the Required Lenders shall perform the duties of the Administrative Agent (and all payments and communications provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender directly) until such time as the Required Lenders appoint a successor agent as provided for above in this paragraph. Upon the acceptance of its appointment as Administrative Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring (or retired) Administrative Agent and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder (if not already discharged therefrom as provided above in this paragraph). The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the Administrative Agent’s resignation hereunder, the provisions of this Article VIII and Section 9.03 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as Administrative Agent.

In the event that the Administrative Agent shall become a Defaulting Lender it shall cooperate in good faith with efforts initiated by the Borrower, if any, to replace it with a successor Administrative Agent that is satisfactory to the Required Lenders and the Borrower (including resigning in connection with such replacement).

Each Lender acknowledges that it has, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender also acknowledges that it will, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement, any related agreement or any document furnished hereunder or thereunder.

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ARTICLE IX

MISCELLANEOUS

SECTION 9.01. Notices.

(a) Generally. Except in the case of notices and other communications expressly permitted to be given by telephone, all notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by telecopy, as follows:

(i) if to the Borrower or to any Guarantor, to the Borrower at Office of the Treasurer, International Paper Company, ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ (Telecopy No. (▇▇▇) ▇▇▇-▇▇▇▇; Telephone No. (▇▇▇) ▇▇▇-▇▇▇▇); with a copy to the Office of the General Counsel, ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ (Telecopy No. (▇▇▇) ▇▇▇-▇▇▇▇; Telephone No. (▇▇▇) ▇▇▇-▇▇▇▇);

(ii) if to the Administrative Agent, to Banking Products Services, UBS AG, Stamford Branch, ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇; (Email: ▇▇-▇▇▇▇▇▇▇▇▇@▇▇▇.▇▇▇; Facsimile No. (▇▇▇) ▇▇▇-▇▇▇▇; Telephone No. (▇▇▇) ▇▇▇-▇▇▇▇); and

(iii) if to a Lender, to it at its address (or telecopy number) set forth in its Administrative Questionnaire.

Any party hereto may change its address or telecopy number for notices and other communications hereunder by notice to the other parties hereto (or, in the case of any such change by a Lender, by notice to the Borrower and the Administrative Agent). All notices and other communications given to any party hereto in accordance with the provisions of this Agreement shall be deemed to have been given on the date of receipt.

(b) Platform. Each Obligor further agrees that Administrative Agent may make all information, documents and other materials that it is obligated to furnish to the Administrative Agent or the Lenders pursuant to this Agreement , including all notices, requests, financial statements, financial and other reports, certificates and other information materials (collectively, the “Communications”) available to the Lenders by posting the Communications on Syndtrak or a substantially similar electronic transmission system (the “Platform”). The Platform is provided “as is” and “as available.” The Administrative Agent does not warrant the accuracy or completeness of the Communications, or the adequacy of the Platform and expressly disclaim liability for errors or omissions in the communications. No warranty of any kind, express, implied or statutory, including, without limitation, any warranty of merchantability, fitness for a particular purpose, non-infringement of third party rights or freedom from viruses or other code defects, is made by the Administrative Agent in connection with the Communications or the Platform. In no event shall the Administrative Agent or any of its Related Parties have any liability to the Obligors, any Lender or any other Person for damages of any kind, including direct or indirect, special, incidental or consequential damages, losses or expenses (whether in tort, contract or otherwise) arising out of any Obligor’s or the Administrative Agent’s transmission of communications through the Internet, except to the extent the liability of such Person is found in a final non-appealable judgment by a court of competent jurisdiction to have resulted from such Person’s gross negligence or willful misconduct.

Each Lender agrees that notice to it (as provided in the next sentence) (a “Notice”) specifying that any Communications have been posted to the Platform shall constitute effective delivery of such information, documents or other materials to such Lender for purposes of this Agreement; provided that if

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requested by any Lender the Administrative Agent shall deliver a copy of the Communications to such Lender by email or telecopier. Each Lender agrees (i) to notify the Administrative Agent in writing of such Lender’s e-mail address to which a Notice may be sent by electronic transmission (including by electronic communication) on or before the date such Lender becomes a party to this Agreement (and from time to time thereafter to ensure that the Administrative Agent has on record an effective e-mail address for such Lender) and (ii) that any Notice may be sent to such e-mail address.

(c) Public/Private. Each Obligor hereby authorizes the Administrative Agent to distribute (i) to Private ▇▇▇▇▇▇ all Communications and (ii) to Public ▇▇▇▇▇▇ such Communications and only such Communications that the Borrower clearly identifies in writing as being available for communication to Public ▇▇▇▇▇▇ (“Public Sider Communications”). The Borrower represents and warrants that no Public Sider Communication contains or will contain any MNPI. “Private ▇▇▇▇▇▇” means Lenders’ employees and representatives who have declared that they are authorized to receive MNPI. “Public ▇▇▇▇▇▇” means Lenders’ employees and representatives who have not declared that they are authorized to receive MNPI; it being understood that Public ▇▇▇▇▇▇ may be engaged in investment and other market-related activities with respect to the Borrower or its Affiliates’ securities or loans. “MNPI” means material non-public information (within the meaning of United States federal securities laws) with respect to the Borrower, its Affiliates and any of their respective securities.

Each Lender acknowledges that United States federal and state securities laws prohibit any Person from purchasing or selling securities on the basis of material, non-public information concerning the issuer of such securities or, subject to certain limited exceptions, from communicating such information to any other Person. Each Lender confirms that it has developed procedures to ensure compliance with these securities laws.

Each Lender acknowledges that circumstances may arise that require it to refer to Communications that may contain MNPI (“Private Sider Communications”). Accordingly, each Lender agrees that it will designate at least one individual to receive Private Sider Communications on its behalf in compliance with its procedures and applicable law and identify such designee (including such designee’s contact information) on such Lender’s Administrative Questionnaire. Each Lender agrees to notify the Administrative Agent from time to time of such Lender’s designee’s e-mail address to which notice of the availability of Private Sider Communications may be sent by electronic transmission.

Each Lender that elects not to be given access to Private Sider Communications does so voluntarily and, by such election, acknowledges and agrees that the Administrative Agent and other Lenders may have access to Private Sider Communications that such electing Lender does not have, and takes sole responsibility for the consequences of, and waives any and all claims based on or arising out of, not having access to Private Sider Communications.

SECTION 9.02.Waivers; Amendments.

(a) No Deemed Waivers; Remedies Cumulative. No failure or delay by the Administrative Agent or any Lender in exercising any right or power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative Agent and the Lenders hereunder are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or consent to any departure by any Obligor therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan shall not be construed as a waiver of any Default, regardless of whether the Administrative Agent or any Lender may have had notice or knowledge of such Default at the time.

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(b) Amendments. Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by (x) the Borrower, (y) in the case of a waiver, amendment or modification of Article IV, each other Obligor (if any) and (z) the Required Lenders or the Administrative Agent with the consent of the Required Lenders; provided that no such agreement shall

(i) reduce the principal amount of any Loan or reduce the rate of interest thereon, or reduce any fees payable hereunder, without the written consent of each Lender affected thereby,

(ii) postpone the scheduled date of payment of the principal amount of any Loan, or any interest thereon, or any fees payable hereunder, or reduce the amount of, waive or excuse any such payment, without the written consent of each Lender affected thereby,

(iii) alter the manner in which payments or prepayments of principal, interest or other amounts hereunder, shall be applied as among the Lenders or Types of Loans, without the written consent of each Lender affected thereby,

(iv) release all or substantially all of the Guarantors from their Guarantee (except as expressly provided in Section 4.07) or limit their liability in respect of such Guarantee, without the written consent of each Lender;

(v) change any of the provisions of this Section or the percentage in the definition of the term “Required Lenders” without the written consent of each Lender or any other provision hereof specifying the number or percentage of Lenders required to waive, amend or modify any rights hereunder or make any determination or grant any consent hereunder, without the written consent of each Lender;

and provided further that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent hereunder without the prior written consent of the Administrative Agent.

SECTION 9.03. Expenses; Indemnity; Damage Waiver.

(a) Costs and Expenses. The Borrower shall pay (i) all reasonable out-of-pocket expenses incurred by the Administrative Agent, the Arrangers and their respective Affiliates, including the reasonable fees, charges and disbursements of ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP (in addition to one local counsel per jurisdiction) for the Administrative Agent and the Arrangers, in connection with the syndication of the credit facilities provided for herein, the preparation and administration of this Agreement or any proposed or effective amendments, modifications or waivers of the provisions hereof (whether or not the transactions contemplated hereby or thereby shall be consummated), and (ii) all out-of-pocket expenses incurred by the Administrative Agent, the Arrangers or any Lender, including the fees, charges and disbursements of any counsel for the Administrative Agent, the Arrangers or any Lender, in connection with the enforcement or protection of its rights in connection with this Agreement, including its rights under this Section, or in connection with the Loans made hereunder, including in connection with any workout, restructuring or negotiations in respect thereof.

(b) Indemnification by the Borrower. The Borrower shall indemnify the Administrative Agent, the Arrangers and each Lender, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and to hold each Indemnitee harmless from, any and all

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losses, claims, damages, liabilities and related expenses, including the fees, charges and disbursements of any counsel for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement or any agreement or instrument contemplated hereby, the performance by the parties hereto of their respective obligations hereunder or the consummation of the transactions contemplated hereby, (ii) any Loan or the use of the proceeds therefrom, (iii) any actual or alleged presence or Release of Hazardous Materials on, at, under or from any property or facility owned or operated by the Borrower or any of its Subsidiaries, or any liability arising under any Environmental Law related in any way to the Borrower or any of its Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence, bad faith or willful misconduct of such Indemnitee or any other Indemnitee that is a Related Party of such Indemnitee. This Section 9.03(b) shall not apply with respect to Taxes other than any Taxes that represent losses or damages arising from any non-Tax claim.

(c) Reimbursement by Lenders. To the extent that the Borrower fails to pay any amount required to be paid by it to the Administrative Agent and the Arrangers under paragraph (a) or (b) of this Section, each Lender severally agrees to pay to the Administrative Agent and the Arrangers such Lender’s Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent and the Arrangers, as applicable, in their respective capacities as such.

(d) Waiver of Consequential Damages, Etc. To the extent permitted by applicable law, no Obligor shall assert, and hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement or any agreement or instrument contemplated hereby, the transactions contemplated hereby, any Loan or the use of the proceeds thereof.

(e) Payments. All amounts due under this Section shall be payable promptly after written demand therefor.

SECTION 9.04. Successors and Assigns.

(a) Successors Generally. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that (i) no Obligor may assign or otherwise transfer any of its rights or obligations hereunder without the prior consent of each Lender (and any attempted assignment or transfer by any Obligor without such consent shall be null and void) and (ii) no Lender may assign or otherwise transfer its rights or obligations hereunder except in accordance with this Section. Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, the Arrangers, Participants (to the extent provided in paragraph (c) of this Section) and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent, the Arrangers and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.

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(b) Assignments by Lenders.

(i) Assignments Generally. Subject to the conditions set forth in paragraph (b)(ii) below, any Lender may assign to one or more assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of the Loans at the time owing to it) with the prior written consent of:

(A) the Borrower (such consent not to be unreasonably withheld; provided that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within five (5) Business Days after having received notice thereof), provided that no consent of the Borrower shall be required for an assignment to a Lender, an Affiliate of a Lender, an Approved Fund or, if an Event of Default referred to in clause (a), (e), (f) or (g) of Article VII has occurred and is continuing, any other assignee; and

(B) the Administrative Agent (such consent not to be unreasonably withheld), provided that no consent of the Administrative Agent shall be required for an assignment to a Lender, an Affiliate of a Lender, or an Approved Fund.

(ii) Certain Conditions to Assignments. Assignments shall be subject to the following additional conditions:

(A) except in the case of an assignment to a Lender or an Affiliate (or Approved Fund) of a Lender or an assignment of the entire remaining amount of the assigning Lender’s Loans, the amount of the Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent) shall not be less than $5,000,000, unless each of the Borrower and the Administrative Agent otherwise consent, provided that no such consent of the Borrower shall be required if an Event of Default has occurred and is continuing,

(B) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement,

(C) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500, and

(D) the assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire.

(iii) Effectiveness of Assignments. Subject to acceptance and recording thereof pursuant to paragraph (b)(iv) of this Section, from and after the effective date specified in each Assignment and Assumption, the assignee thereunder shall be a party hereto and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement in addition to any rights and obligations theretofore held by it as a Lender, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of and subject to the obligations of Sections 2.13, 2.14, 2.15, 9.03 and 9.12). Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this paragraph (b) shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with paragraph (c) of this Section.

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(iv) Maintenance of Register. The Administrative Agent, acting for this purpose as an agent of the Obligors, shall maintain at one of its offices in The City of New York a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the Lenders, and the principal and interest owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive, and the Obligors, the Administrative Agent and the Lenders shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by the Obligors and any Lender, at any reasonable time and from time to time upon reasonable prior notice.

(v) Acceptance of Assignments by Administrative Agent. Upon its receipt of a duly completed Assignment and Assumption executed by an assigning Lender and an assignee, the assignee’s completed Administrative Questionnaire (unless the assignee shall already be a Lender hereunder), the processing and recordation fee referred to in paragraph (b)(ii)(C) of this Section and any written consent to such assignment required by paragraph (b)(i) of this Section, the Administrative Agent shall accept such Assignment and Assumption and record the information contained therein in the Register. No assignment shall be effective for purposes of this Agreement unless it has been recorded in the Register as provided in this paragraph.

(i) Participations Generally. Any Lender may, without the consent of the Borrower or the Administrative Agent sell participations to one or more banks or other entities (a “Participant”) in all or a portion of such Lender’s rights and obligations under this Agreement (including all or a portion of its Loans owing to it); provided that (A) such Lender’s obligations under this Agreement shall remain unchanged, (B) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (C) the Obligors, the Administrative Agent and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver described in the first proviso to Section 9.02(b), that affects such Participant. Subject to paragraph (c)(ii) of this Section, the Borrower agrees that each Participant shall be entitled to the benefits of and subject to the obligations under Sections 2.13, 2.14, and 2.15 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section. Notwithstanding anything in this paragraph to the contrary, any bank that is a member of the Farm Credit System that (a) has purchased a participation from CoBank, ACB in the minimum amount of $10,000,000 on or after the Closing Date, (b) is, by written notice to the Borrower and the Administrative Agent (“Voting Participant Notification”), designated by CoBank, ACB as being entitled to be accorded the rights of a voting participant hereunder (any bank that is a member of the Farm Credit System so designated being called a “Voting Participant”) and (c) receives prior written consent of the Borrower and the Administrative Agent to become a Voting Participant, shall be entitled to vote (and the voting rights of CoBank, ACB shall be correspondingly reduced), on a dollar-for-dollar basis, as if such participant were a Lender, on any matter requiring or allowing a Lender to provide or withhold its consent, or to otherwise vote on any proposed action. To be effective, each Voting Participant Notification shall, with respect to any Voting Participant, (i) state the full name, as well as all contact information required of assignee as set forth in Exhibit A hereto and (ii) state the Dollar amount of the participation purchased. The Borrower and the Administrative Agent shall be entitled to conclusively rely on information contained in notices delivered pursuant to this paragraph.

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(ii) Limitations on Rights of Participants. A Participant shall not be entitled to receive any greater payment under Section 2.13, or 2.15 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with the Borrower’s prior written consent. A Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Section 2.15 unless the Borrower is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Obligors, to comply with Section 2.15(e) as though it were a Lender (it being understood that the documentation required under Section 2.15 shall be delivered to the participating Lender). Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the Borrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loans or other obligations under this Agreement (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register to any Person (including the identity of any Participant or any information relating to a Participant’s interest in any Loans or its other obligations under any this Agreement) except to the extent that such disclosure is necessary to establish that such Loan or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender and, to the extent the Participant Register is shown to any other party hereto, such party hereto shall treat each person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary.

(d) Certain Pledges. Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement to secure obligations of such Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank, and this Section shall not apply to any such pledge or assignment of a security interest; provided that no such pledge or assignment of a security interest shall release a Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto.

SECTION 9.05. Survival. All covenants, agreements, representations and warranties made by any Obligor herein and in the certificates or other instruments delivered in connection with or pursuant to this Agreement shall be considered to have been relied upon by the other parties hereto and shall survive the execution and delivery of this Agreement and the making of any Loans, regardless of any investigation made by any such other party or on its behalf and notwithstanding that the Administrative Agent or any Lender may have had notice or knowledge of any Default or incorrect representation or warranty at the time any credit is extended hereunder, and shall continue in full force and effect as long as the principal of or any accrued interest on any Loan or any fee or any other amount payable under this Agreement is outstanding and unpaid. The provisions of Sections 2.13, 2.14, 2.15 and 9.03 and Article VIII shall survive and remain in full force and effect regardless of the consummation of the transactions contemplated hereby, the repayment of the Loans, the expiration or termination of the Commitments or the termination of this Agreement or any provision hereof.

SECTION 9.06. Counterparts; Integration. This Agreement may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Agreement and any separate letter agreements with respect to fees payable to the Administrative Agent constitute the entire contract between and among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof; provided that (i) the Commitment Letter and Fee Letter shall survive until all of the Loans requested to be borrowed by the Borrower pursuant to Section 2.03 have been funded and (ii) the provisions of the Commitment Letter and the Fee Letter that survive the expiration or termination of the Commitment Letter (as set forth in the last paragraph of the Commitment Letter) shall survive in accordance with the terms of the Commitment

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Letter and shall not be superseded by this Agreement. Delivery of an executed counterpart of a signature page to this Agreement by telecopy shall be effective as delivery of a manually executed counterpart of this Agreement.

SECTION 9.07. Severability. Any provision of this Agreement held to be invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the remaining provisions hereof; and the invalidity of a particular provision in a particular jurisdiction shall not invalidate such provision in any other jurisdiction.

SECTION 9.08. Right of Set-off. If an Event of Default shall have occurred and be continuing, each Lender is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by such Lender to or for the credit or the account of any Obligor against any of and all the obligations of such Obligor now or hereafter existing under this Agreement held by such Lender, irrespective of whether or not such Lender shall have made any demand under this Agreement and although such obligations may be unmatured. The rights of each Lender under this Section are in addition to other rights and remedies (including other rights of set-off) which such Lender may have.

SECTION 9.09. Governing Law; Jurisdiction; Etc.

(a) Governing Law. This Agreement shall be construed in accordance with and governed by the law of the State of New York; provided that whether the conditions set forth in Sections 5.01(f) and (g) (with respect to representations made by the Target in the Merger Agreement) have been satisfied shall be determined under the laws of the State of Delaware.

(b) Submission to Jurisdiction. Each Obligor hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of the Supreme Court of the State of New York sitting in New York County and of the United States District Court of the Southern District of New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that the Administrative Agent or any Lender may otherwise have to bring any action or proceeding relating to this Agreement against any Obligor or its properties in the courts of any jurisdiction.

(c) Waiver of Venue. Each Obligor hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement in any court referred to in paragraph (b) of this Section. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.

(d) Service of Process. Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 9.01. Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by law.

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SECTION 9.10. Waiver Of Jury Trial. EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

SECTION 9.11. Headings. Article and Section headings and the Table of Contents used herein are for convenience of reference only, are not part of this Agreement and shall not affect the construction of, or be taken into consideration in interpreting, this Agreement.

SECTION 9.12. Treatment of Certain Information; Confidentiality.

(a) Treatment of Certain Information. Each Obligor acknowledges that from time to time financial advisory, investment banking and other services may be offered or provided to the Borrower or one or more of its Subsidiaries (in connection with this Agreement or otherwise) by any Lender or by one or more subsidiaries or affiliates of such Lender and each Obligor hereby authorizes each Lender to share any information delivered to such Lender by the Borrower and its Subsidiaries pursuant to this Agreement, or in connection with the decision of such Lender to enter into this Agreement, to any such subsidiary or affiliate, it being understood that any such subsidiary or affiliate receiving such information shall be bound by the provisions of paragraph (b) of this Section as if it were a Lender hereunder. Such authorization shall survive the repayment of the Loans, the expiration or termination of the Commitments or the termination of this Agreement or any provision hereof.

(b) Confidentiality. Each of the Administrative Agent and the Lenders agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (i) to its and its Affiliates’ directors, officers, employees and agents, including accountants, legal counsel and other advisors (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (ii) to the extent requested by any regulatory authority or self-regulatory body, (iii) to the extent required by applicable laws or regulations or by any subpoena or similar legal process, (iv) to any other party to this Agreement, (v) in connection with the exercise of any remedies hereunder or any suit, action or proceeding relating to this Agreement or the enforcement of rights hereunder, (vi) subject to an agreement containing provisions substantially the same as those of this paragraph, to any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement, (vii) with the consent of the Borrower or (viii) to the extent such Information (A) becomes publicly available other than as a result of a breach of this paragraph or (B) becomes available to the Administrative Agent or any Lender on a nonconfidential basis from a source other than the Borrower. For the purposes of this paragraph, “Information” means all information received from any Obligor relating to the Borrower or any of its Subsidiaries (or their business) or obtained by the Administrative Agent or any Lender from a review of the books and records of the Borrower or any of its Subsidiaries, other than any such information that is available to the Administrative Agent or any Lender on a nonconfidential basis prior to disclosure by such Obligor; provided that, in the case of information received from an Obligor after the date hereof, such information is clearly identified at the time of delivery as confidential. Any Person required to maintain the confidentiality of Information as provided in this Section shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to

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maintain the confidentiality of such Information as such Person would accord to its own confidential information. Notwithstanding any other provision of this Agreement or any Assignment and Assumption, the provisions of this Section 9.12(b) shall survive with respect to each Agent and Lender until the second anniversary of such Agent or Lender ceasing to be an Agent of a Lender, respectively, whether by assigment or by repayment of the Loans.

SECTION 9.13. USA PATRIOT Act. Each Lender that is subject to the Patriot Act and the Administrative Agent (for itself and not on behalf of any Lender) hereby notify each Obligor that pursuant to the “know your customer” regulations and the requirements of the Patriot Act, they are required to obtain, verify and record information that identifies each Obligor, which information includes the name, address and tax identification number (and other identifying information in the event this information is insufficient to complete verification) that will allow such Lender or the Administrative Agent, as applicable, to verify the identity of each Obligor. If requested in writing at least ten days prior to the Closing Date, this information must be delivered to the Lenders and the Administrative Agent no later than five days prior to the Closing Date and thereafter promptly upon request. This notice is given in accordance with the requirements of the Patriot Act and is effective as to the Lenders and the Administrative Agent.

[Signature Pages Follow]

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective authorized officers as of the day and year first above written.


INTERNATIONAL PAPER COMPANY

By:	/s/ ▇▇▇▇▇ ▇ ▇▇▇▇▇▇
	Name:	▇▇▇▇▇ ▇ ▇▇▇▇▇▇
	Title:	Vice President & Treasurer

[Signature Page to International Paper/UBS Credit Agreement]

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective authorized officers as of the day and year first above written.


UBS AG, STAMFORD BRANCH, as Administrative Agent

By:	/s/ ▇▇▇▇ ▇. ▇▇▇▇
	Name:	▇▇▇▇ ▇. ▇▇▇▇
	Title:	Associate Director

By:	/s/ ▇▇▇▇ ▇. ▇▇▇▇▇
	Name:	▇▇▇▇ ▇. ▇▇▇▇▇
	Title:	Associate Director

UBS LOAN FINANCE LLC, as a Lender

By:	/s/ ▇▇▇▇ ▇. ▇▇▇▇
	Name:	▇▇▇▇ ▇. ▇▇▇▇
	Title:	Associate Director

By:	/s/ ▇▇▇▇ ▇. ▇▇▇▇▇
	Name:	▇▇▇▇ ▇. ▇▇▇▇▇
	Title:	Associate Director

[Signature Page to International Paper/UBS Credit Agreement]

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective authorized officers as of the day and year first above written.


BANCO BILBAO VIZCAYA ARGENTARIA, S.A., NEW YORK BRANCH as a Lender

By:	/s/ ▇▇▇▇▇▇▇ D’▇▇▇▇
	Name:	▇▇▇▇▇▇▇ D’▇▇▇▇
	Title:	Executive Director

By:	/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
	Name:	▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
	Title:	Vice President

[Signature Page to International Paper/UBS Credit Agreement]

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective authorized officers as of the day and year first above written.


BANK OF THE WEST, as a Lender

By:	/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇
	Name:	▇▇▇▇▇▇ ▇▇▇▇▇▇
	Title:	Vice President

If second signature is necessary

By:
	Name:
	Title:

[Signature Page to International Paper/UBS Credit Agreement]

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective authorized officers as of the day and year first above written.


CoBank ACB, as a Lender

By:	/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
	Name:	▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
	Title:	Vice President

If second signature is necessary

By:
	Name:
	Title:

[Signature Page to International Paper/UBS Credit Agreement]

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective authorized officers as of the day and year first above written.


Crédit Agricole Corporate & Investment Bank, as a Lender

	By:	/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
		Name:	▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
		Title:	Managing Director

	If second signature is necessary

	By:	/s/ Yuri Muzichenko
		Name:	Yuri Muzichenko
		Title:	Director

[Signature Page to International Paper/UBS Credit Agreement]

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective authorized officers as of the day and year first above written.


DEUTSCHE BANK AG CAYMAN ISLANDS BRANCH, as a Lender

By:	/s/ ▇▇▇▇ ▇. ▇▇▇
	Name:	▇▇▇▇ ▇. ▇▇▇
	Title:	Vice President

If second signature is necessary

By:	/s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
	Name:	▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
	Title:	Vice President

[Signature Page to International Paper/UBS Credit Agreement]

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective authorized officers as of the day and year first above written.


First Hawaiian Bank, as a Lender

By:	/s/ ▇▇▇▇ ▇▇▇▇▇▇▇
	Name:	▇▇▇▇ ▇▇▇▇▇▇▇
	Title:	Vice President

[Signature Page to International Paper/UBS Credit Agreement]

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective authorized officers as of the day and year first above written.


HSBC Bank USA, NA, as a Lender

By:	/s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
	Name:	▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
	Title:	Vice President – Corporate Banking Group

If second signature is necessary

By:
	Name:
	Title:

[Signature Page to International Paper/UBS Credit Agreement]

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective authorized officers as of the day and year first above written.


Mizuho Corporate Bank, Ltd., as a Lender

By:		/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
		Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Deputy General Manager

If second signature is necessary

By:
		Name:
		Title:

[Signature Page to International Paper/UBS Credit Agreement]

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective authorized officers as of the day and year first above written.


Nordea Bank Finland Plc, acting through its New York and Cayman Islands Branches, as a Lender

By:		/s/ ▇▇▇▇▇ ▇▇▇▇▇▇
		Name: ▇▇▇▇▇ ▇▇▇▇▇▇
		Title: First Vice President

By:		/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
		Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
		Title: Executive Vice President

[Signature Page to International Paper/UBS Credit Agreement]

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective authorized officers as of the day and year first above written.


PNC Bank, National Association, as a Lender

By:		/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
		Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
		Title: Senior Vice President

[Signature Page to International Paper/UBS Credit Agreement]

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective authorized officers as of the day and year first above written.


Regions Bank, as a Lender

By:		/s/ ▇▇▇▇▇ ▇. ▇▇▇▇
		Name: ▇▇▇▇▇ ▇. ▇▇▇▇
		Title: Senior Vice President

[Signature Page to International Paper/UBS Credit Agreement]

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective authorized officers as of the day and year first above written.


THE ROYAL BANK OF SCOTLAND PLC, as a Lender

By:		/s/ L. ▇▇▇▇▇ ▇▇▇▇▇▇
		Name: L. ▇▇▇▇▇ ▇▇▇▇▇▇
		Title: Director

[Signature Page to International Paper/UBS Credit Agreement]

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective authorized officers as of the day and year first above written.


SUMITOMO MITSUI BANKING CORPORATION, as a Lender

By:		/s/ ▇▇▇▇▇ ▇▇▇▇
		Name: ▇▇▇▇▇ ▇▇▇▇
		Title: Managing Director

If second signature is necessary

By:
		Name:
		Title:

[Signature Page to International Paper/UBS Credit Agreement]


Acknowledged and Agreed:

BNP PARIBAS, as Initial Commitment Lender

By:		/s/ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇
		Name: ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇
		Title: Director

By:		/s/ ▇▇▇▇▇▇-▇▇▇▇▇▇ ▇▇▇▇▇
		Name: ▇▇▇▇▇▇-▇▇▇▇▇▇ ▇▇▇▇▇
		Title: Managing Director

[Signature Page to International Paper/UBS Credit Agreement]

SCHEDULE I

Commitments


Name of Lender	Commitment
Banco Bilbao Vizcaya Argentaria S.A. New York Branch	$	62,500,000
Bank of the West	$	58,125,000
CoBank, ACB	$	360,000,000
Credit Agricole Corporate & Investment Bank	$	62,500,000
Deutsche Bank AG Cayman Islands Branch	$	77,500,000
First Hawaiian Bank	$	19,375,000
HSBC Bank USA, National Association	$	77,500,000
Mizuho Corporate Bank, Ltd.	$	75,000,000
Nordea Bank Finland Plc, acting through its New York and Cayman Islands Branches	$	40,000,000
PNC Bank, National Association	$	40,000,000
Regions Bank	$	62,500,000
The Royal Bank of Scotland plc	$	77,500,000
Sumitomo Mitsui Banking Corporation	$	110,000,000
UBS Loan Finance LLC	$	77,500,000

Total	$	1,200,000,000

-1-

SCHEDULE II

Amortization Table


Quarterly Date Closest To:		Percentage:
June 30, 2012		1.25%
September 30, 2012		1.25%
December 31, 2012		1.25%
March 31, 2013		1.25%
June 30, 2013		2.5%
September 30, 2013		2.5%
December 31, 2013		2.5%
March 31, 2014		2.5%
June 30, 2014		2.5%
September 30, 2014		2.5%
December 31, 2014		2.5%
March 31, 2015		2.5%
June 30, 2015		2.5%
September 30, 2015		2.5%
December 31, 2015		2.5%
March 31, 2016		2.5%
June 30, 2016		2.5%
September 30, 2016		2.5%
December 31, 2016		2.5%
Maturity Date		57.5% (or, if less, all unpaid aggregate principal amounts of any outstanding Loans).

-1-

SCHEDULE III

Debt Instruments


	Debt Instrument	Amount Outstanding or Commitment Amount
	Indentures and Related Notes

1.	Indenture, dated as of April 12, 1999, between International Paper Company and The Bank of New York, as Trustee (the “1999 Indenture”).

2.	Supplemental Indenture to the 1999 Indenture, dated as of March 19, 2003, between International Paper Company and The Bank of New York, as Trustee (the “March 2003 Supplement”).

3.	5.30% Notes due 2015 of International Paper Company in an aggregate principal amount of $700 million issued pursuant to the 1999 Indenture as supplemented by the March 2003 Supplement.	Amount Outstanding: $395,921,000

4.	Supplemental Indenture to the 1999 Indenture, dated as of March 18, 2004, between International Paper Company and The Bank of New York, as Trustee (the “2004 Supplement”).

5.	5.25% Notes due 2016 of International Paper Company in an aggregate principal amount of $400 million issued pursuant to the 1999 Indenture as supplemented by the 2004 Supplement.	Amount Outstanding: $261,485,000

6.	Supplemental Indenture to the 1999 Indenture, dated as of June 4, 2008, between International Paper Company and The Bank of New York, as Trustee (the “2008 Supplement”).

7.	7.40% Notes due 2014 of International Paper Company in an aggregate principal amount of $1 billion issued pursuant to the 1999 Indenture as supplemented by the 2008 Supplement.	Amount Outstanding: $303,055,000

8.	7.95% Notes due 2018 of International Paper Company in an aggregate principal amount of $1.7 billion issued pursuant to the 1999 Indenture as supplemented by the 2008 Supplement.	Amount Outstanding: $1,505,044,000

9.	8.70% Notes due 2038 of International Paper Company in an aggregate principal amount of $300 million issued pursuant to the 1999 Indenture as supplemented by the 2008 Supplement.	Amount Outstanding: $264,591,000

10.	Supplemental Indenture to the 1999 Indenture, dated as of May 11, 2009, between International Paper Company and The Bank of New York Mellon, as Trustee (the “May 2009 Supplement”).


	Debt Instrument	Amount Outstanding or Commitment Amount
11.	9.375% Notes due 2019 of International Paper Company in an aggregate principal amount of $1 billion issued pursuant to the 1999 Indenture as supplemented by the May 2009 Supplement.	Amount Outstanding: $858,918,000

12.	Supplemental Indenture to the 1999 Indenture, dated as of August 10, 2009, between International Paper Company and The Bank of New York Mellon, as Trustee (the “August 2009 Supplement”).

13.	7.5% Notes due 2021 of International Paper Company in an aggregate principal amount of $1 billion issued pursuant to the 1999 Indenture as supplemented by the August 2009 Supplement.	Amount Outstanding: $1,000,000,000

14.	Supplemental Indenture to the 1999 Indenture, dated as of December 7, 2009, between International Paper Company and The Bank of New York Mellon, as Trustee (the “December 2009 Supplement”).

15.	7.3% Notes due 2039 of International Paper Company in an aggregate principal amount of $750 million issued pursuant to the 1999 Indenture as supplemented by the December 2009 Supplement	Amount Outstanding: $727,208,000

16.	Supplemental Indenture to the 1999 Indenture, dated as of November 16, 2011, between International Paper Company and The Bank of New York Mellon, as Trustee (the “November 2011 Supplement”).

17.	4.75% Notes due 2022 of International Paper Company in an aggregate principal amount of $900 million issued pursuant to the 1999 Indenture as supplemented by the November 2011 Supplement	Amount Outstanding: $900,000,000

18.	6.00% Notes due 2041 of International Paper Company in an aggregate principal amount of $600 million issued pursuant to the 1999 Indenture as supplemented by the November 2011 Supplement	Amount Outstanding: $600,000,000

19.	Indenture, between Temple-Inland Inc. and JPMorgan Chase Bank, N.A. (formerly known as The Chase Manhattan Bank and Chemical Bank), as Trustee, dated as of September 1, 1986, as amended by the first supplemental indenture, dated as of April 15, 1988, the second supplemental indenture, dated as of December 27, 1990, and the third supplemental indenture, dated as of May 9, 1991 (the “TIN Indenture”).

20.	6.625% Senior Notes due 2018 of Temple-Inland Inc. in an aggregate principal amount of $250 million issued pursuant to the TIN Indenture	Amount Outstanding: $230,114,000


	Bank Facilities
1.	Red Bird CP Financing:	Commitment Amount: Up to $1,000,000,000

	(i) Second Amended and Restated Credit and Security Agreement, dated as of March 13, 2008 (as amended, most recently by the Fifth Amendment to the Second Amended and Restated Credit Agreement, dated as of January 11, 2012), among Red Bird Receivables, LLC, as Borrower, International Paper Company, as Servicer, the Conduits and Liquidity Banks from time to time a party thereto, JPMorgan Chase Bank, N.A., as PARCO Agent, BNP Paribas, acting through its New York Branch, as ▇▇▇▇▇▇▇▇ Agent, Credit Agricole Corporate and Investment Bank, as Atlantic Agent, Mizuho Corporate Bank, Ltd, as WCM Agent, Bank of America, N.A., and Citicorp North America, Inc., as CAFCO Agent and as Administrative Agent.

	(ii) Receivables Sale and Contribution Agreement, dated as of March 13, 2008 (as amended, most recently by Amendment No. 3 to the Receivables Sale and Contribution Agreement, dated as of January 11, 2012), between International Paper Company and Red Bird Receivables, LLC.

2.	$1.5 billion 5-Year Credit Facility, dated as of August 26, 2011, among International Paper Company, the lenders party thereto from time to time, Citibank N.A., as Syndication Agent, UBS Securities LLC, as Documentation Agent, and JPMorgan Chase Bank N.A., as Administrative Agent	Commitment Amount: Up to $1,500,000,000

3.	Credit Agreement dated as of February 13, 2012, between International Paper Company, the lenders from time to time party thereto and Sumitomo Mitsui Banking Corporation, as Administrative Agent and Initial Lender	Amount Outstanding: $200,000,000

4.	Temple-Inland Account Receivables Securitization Program	Commitment Amount: Up to $250,000,000

	(i) Third Amended and Restated Receivables Purchase Agreement dated as of November 3, 2009, among Temple-Inland Funding Corporation, Temple-Inland Resource Company, Liberty Street Funding LLC, as Conduit, the financial institutions from time to time parties thereto and The Bank of Nova Scotia, as Managing Agent and Collateral Agent, as amended by Amendment No. 1 to Third Amended and Restated Receivables Purchase Agreement, dated as of November 1, 2011 and Amendment No. 2 to Third Amended and Restated Receivables Purchase Agreement, dated as of February 13, 2012.

	(ii) Contribution Agreement dated as of November 29, 2011, between Temple-Inland Resource Company and Temple-Inland Funding Corporation, as amended.



	(iii) Receivables Sale Agreement dated as of November 29, 2001, between Temple-Inland Forest Products Corporation and Temple-Inland Funding Corporation, as amended by Amendment No. 1 dated as of October 4, 2002, Amendment No. 2 dated as of April 10, 2003, Amendment No. 3 dated as of September 10, 2003, Amendment No. 4 dated as of November 3, 2009 and Amendment No. 5 dated as of June 1, 2010.

	(iv) Receivables Sale Agreement dated as of December 11, 2006, between Midwest Sheets Company LLC and Temple-Inland Funding Corporation, as amended by Amendment No. 1 dated as of November 3, 2009 and Amendment No. 2 dated as of June 1, 2010.

	(v) Transfer Agreement dated as of November 29, 2001, between Temple-Inland Forest Products Corporation and Temple-Inland Funding Corporation.

Monetization Debt Securities

1.	Promissory Note, dated as of December 7, 2006, issued to Basswood Forests LLC in the amount of $4,423,000,000.	Amount Outstanding: $4,423,000,000

2.	Promissory Note, dated as of December 7, 2006, issued to Hickory Forests LLC in the amount of $369,350,000.	Amount Outstanding: $369,350,000

3.	Promissory Note, dated as of December 20, 2006, issued to Birch Forests LLC in the amount of $273,100,000.	Amount Outstanding: $273,100,000

4.	Promissory Note, dated as of December 20, 2006, issued to Beech Forests LLC in the amount of $151,099,000.	Amount Outstanding: $151,099,000

5.	Credit Agreement, dated as of June 10, 2002 by and between Oak II, LLC and Rabobank in the amount of $350,000,000.	Amount Outstanding: $158,463,400

6.	Term Loan Agreement, dated as of December 3, 2007 among TIN Land Financing, LLC, CAFCO, LLC, CHARTA LLC, CRC Funding, LLC, ▇▇▇▇▇▇, LLC, Citibank, N.A. and Citicorp North America, Inc. in the amount of $1,163,700,000	Amount Outstanding: $1,163,700,000

7.	Term Loan Agreement, dated as of December 3, 2007 among TIN Timber Financing, LLC, CAFCO, LLC, CHARTA LLC, CRC Funding, LLC, ▇▇▇▇▇▇, LLC, Citibank, N.A. and Citicorp North America, Inc. in the amount of $976,300,000	Amount Outstanding: $976,300,000

SCHEDULE IV

Existing Liens

None

EXHIBIT A

[Form of Assignment and Assumption]

ASSIGNMENT AND ASSUMPTION

This Assignment and Assumption (the “Assignment and Assumption”) is dated as of the Effective Date set forth below and is entered into by and between [Insert name of Assignor] (the “Assignor”) and [Insert name of Assignee] (the “Assignee”). Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (as amended, the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full.

For an agreed consideration, the Assignor hereby irrevocably sells and assigns to the Assignee, and the Assignee hereby irrevocably purchases and assumes from the Assignor, subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below (i) all of the Assignor’s rights and obligations in its capacity as a Lender under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of the Assignor under the facility identified below and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned pursuant to clauses (i) and (ii) above being referred to herein collectively as the “Assigned Interest”). Such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by the Assignor.


1.	Assignor:

2.	Assignee:
		[and is an Affiliate/Approved Fund of [identify Lender]¹]

3.	Borrower:

4.	Administrative Agent:	UBS AG, Stamford Branch, as the administrative agent under the Credit Agreement

5.	Credit Agreement:	The $1,200,000,000 Credit Agreement dated as of February 13, 2012 between International Paper Company, the Lenders parties thereto and UBS AG, Stamford Branch, as Administrative Agent

¹	Select as applicable.



6.		Assigned Interest:

Aggregate Amount of
Loans for all Lenders

Amount of Loans
Assigned

Percentage Assigned
of Loans²

Loans Assigned

Effective Date (herein, the “Effective Date”): , 20 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.]

The terms set forth in this Assignment and Assumption are hereby agreed to:


ASSIGNOR

[NAME OF ASSIGNOR]

By:
		Title:

ASSIGNEE

[NAME OF ASSIGNEE]

By:
		Title:

[Consented to and]³ Accepted:
UBS AG, STAMFORD BRANCH, as
Administrative Agent

By:
		Title:

²	Set forth, to at least 9 decimals, as a percentage of the Loans of all Lenders thereunder.

³	To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.

-2-


[Consented to:]⁴

INTERNATIONAL PAPER COMPANY

By
		Title:

⁴	To be added only if the consent of the Borrower is required by the terms of the Credit Agreement.

ANNEX 1

$1,200,000,000 CREDIT AGREEMENT DATED AS OF FEBRUARY 13, 2012

BETWEEN INTERNATIONAL PAPER COMPANY, CERTAIN LENDERS PARTY THERETO AND

UBS AG, STAMFORD BRANCH, AS ADMINISTRATIVE AGENT

STANDARD TERMS AND CONDITIONS FOR

ASSIGNMENT AND ASSUMPTION

1. Representations and Warranties.

1.1 Assignor. The Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of the Assigned Interest, (ii) the Assigned Interest is free and clear of any lien, encumbrance or other adverse claim and (iii) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby; and (b) assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with the Credit Agreement, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Credit Agreement, (iii) the financial condition of each Borrower, any of its Subsidiaries or Affiliates or any other Person obligated in respect of the Credit Agreement or (iv) the performance or observance by each Borrower, any of its Subsidiaries or Affiliates or any other Person of any of their respective obligations under the Credit Agreement.

1.2. Assignee. The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it satisfies the requirements, if any, specified in the Credit Agreement that are required to be satisfied by it in order to acquire the Assigned Interest and become a Lender, (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it has received a copy of the Credit Agreement, together with copies of the most recent financial statements delivered pursuant to Section 6.01 thereof, as applicable, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase the Assigned Interest on the basis of which it has made such analysis and decision independently and without reliance on the Administrative Agent or any other Lender, and (v) if it is a Foreign Lender, attached to this Assignment and Assumption is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement, duly completed and executed by the Assignee; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent, the Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement, (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender and (iii) if it is not already a Lender it shall deliver to the Administrative Agent an Administrative Questionnaire.

2. Payments. From and after the Effective Date, the Administrative Agent shall make all payments in respect of the Assigned Interest (including payments of principal, interest, fees and other amounts) to the Assignor for amounts which have accrued to but excluding the Effective Date and to the Assignee for amounts which have accrued from and after the Effective Date.

3. General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment

and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York.

-2-

EXHIBIT B

Form of

BORROWING REQUEST

UBS AG, Stamford Branch

as Administrative Agent for

the Lenders referred to below,

▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇

▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇

Email: ▇▇-▇▇▇▇▇▇▇▇▇@▇▇▇.▇▇▇

Facsimile No. (▇▇▇) ▇▇▇-▇▇▇▇

Attention: Banking Products Services

Re: INTERNATIONAL PAPER COMPANY

[Date]

Ladies and Gentlemen:

Reference is made to the Credit Agreement dated on or about February 13, 2012 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”) among INTERNATIONAL PAPER COMPANY, a New York corporation (the “Borrower”), the lenders from time to time party thereto, UBS AG, Stamford Branch, as administrative agent (in such capacity, the “Administrative Agent”) for the Lenders. Capitalized terms used but not defined herein have the meaning given in Article I of the Credit Agreement. The Borrower hereby gives you notice pursuant to Section 2.03 of the Credit Agreement that it requests a Borrowing under the Credit Agreement, and in that connection sets forth below the terms on which such Borrowing is requested to be made:


(A)	Principal amount of Borrowing	$

(B)	Date of Borrowing (which is a Business Day)⁵	[ ],201

(C)	Type of Borrowing	[ABR] [LIBOR]

(D)	Interest Period and the last day thereof⁶

⁵

If a LIBOR Borrowing is requested, shall be a Business Day that is at least two Business Days following the date hereof to the extent this Borrowing Request is delivered to the Administrative Agent not later than 11:00 a.m. New York City time on the date hereof, otherwise a Business Day that is at least three Business Days following the date of delivery hereof. If an ABR Borrowing is requested, shall be not later than 8.00 a.m. New York City time on the date hereof.

⁶	Applicable only to LIBOR Borrowings. Shall be subject to the definition of “Interest Period” in the Credit Agreement and permitted under Section 2.02(c).


(E)		Funds are requested to be disbursed to the following account:

		[ ]⁷

This Borrowing Request is revocable in accordance with Section 2.03 of the Credit Agreement.

[Signature Page Follows]

⁷	Shall comply with the requirements of Section 2.05.

-2-


INTERNATIONAL PAPER COMPANY

By:
		Name:
		Title:

EXHIBIT C

Form of

INTEREST ELECTION REQUEST

UBS AG, Stamford Branch

as Administrative Agent

▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇

▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇

Email: ▇▇-▇▇▇▇▇▇▇▇▇@▇▇▇.▇▇▇

Facsimile No. (▇▇▇) ▇▇▇-▇▇▇▇

Attention: Banking Products Services

[Date]

Re: INTERNATIONAL PAPER COMPANY

Ladies and Gentlemen:

This Interest Election Request is delivered to you pursuant to Section 2.06 of the Credit Agreement dated as of February 13, 2012 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”) among INTERNATIONAL PAPER COMPANY, a New York corporation (the “Borrower”), the Lenders (such term and each other capitalized term used but not defined herein having the meaning given it in Article I thereof) and UBS AG, Stamford Branch, as administrative agent (in such capacity, the “Administrative Agent”) for the Lenders.

The Borrower hereby requests that on [ ]⁸ (the “Interest Election Date”),

1. $[ ] of the presently outstanding principal amount of the Loans originally made on [ ],

2. and [all] [such portion] presently being maintained as [ABR Loans] [LIBOR Loans],

3. be [converted into] [continued as],

4. [LIBOR Loans having an Interest Period of [one/two/three/six/nine/twelve]⁹ months] [ABR Loans].

[Signature Pages Follow]

⁸

Shall either be delivered (a) by 11 a.m. New York City time on a Business Day that is at least three Business Days following the date hereof for a proposed conversion to or continuation as a LIBOR Borrowing or (b) by 10 a.m. New York City time on the date of the proposed conversion to an ABR Borrowing.

⁹

Shall comply with the definition of Interest Period and Section 2.02(c). Note that nine or twelve month or less than one month Interest Periods require consent of all affected Lenders. Note that if any Interest Election Request requests a LIBOR Borrowing but does not specify an Interest Period, then the Borrower shall be deemed to have selected an Interest Period of one month’s duration.

The Borrower has caused this Interest Election Request to be executed and delivered by its duly authorized officer as of the date first written above.


INTERNATIONAL PAPER COMPANY

By:
		Name:
		Title:

EXHIBIT D

Form of

JOINDER AGREEMENT

Reference is made to the Credit Agreement, dated as of February 13, 2012 (the “Credit Agreement”) among INTERNATIONAL PAPER COMPANY, a New York corporation (the “Borrower”), the Lenders (such term and each other capitalized term used but not defined herein having the meaning given to it in Article I of the Credit Agreement) and UBS AG, Stamford Branch, as administrative agent (in such capacity, the “Administrative Agent”) for the Lenders.

W I T N E S S E T H:

WHEREAS, pursuant to Section 6.05 of the Credit Agreement, each Subsidiary (other than a Foreign Subsidiary) that guarantees any Indebtedness of the Borrower for borrowed money in an aggregate amount equal to or in excess of $100,000,000 is required to become a Guarantor under the Credit Agreement by executing a Joinder Agreement. The undersigned Subsidiary (the “New Guarantor”) is executing this joinder agreement (“Joinder Agreement”) to the Credit Agreement as consideration for the Loans previously made.

NOW, THEREFORE, the Administrative Agent and the New Guarantor hereby agree as follows:

1. Guarantee. In accordance with Section 6.05 of the Credit Agreement, the New Guarantor by its signature below becomes a Guarantor under the Credit Agreement and a party to the Credit Agreement with the same force and effect as if originally named therein as a Guarantor. The New Guarantor hereby agrees to all the terms and provisions of the Credit Agreement applicable to it as a Guarantor thereunder. Each reference to a Guarantor in the Credit Agreement shall be deemed to include the New Guarantor.

2. Severability. Any provision of this Joinder Agreement which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

3. Counterparts. This Joinder Agreement may be executed in counterparts, each of which shall constitute an original. Delivery of an executed signature page to this Joinder Agreement by facsimile transmission shall be as effective as delivery of a manually executed counterpart of this Joinder Agreement.

4. No Waiver. Except as expressly supplemented hereby, the Credit Agreement shall remain in full force and effect.

5. Notices. All notices, requests and demands to or upon the New Guarantor, any Agent or any Lender shall be governed by the terms of Section 9.01 of the Credit Agreement.

6. Governing Law. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK.

[Signature Pages Follow]

-2-

IN WITNESS WHEREOF, the undersigned have caused this Joinder Agreement to be duly executed and delivered by their duly authorized officers as of the day and year first above written.


[NEW GUARANTOR]

By:
		Name:
		Title:

Address for Notices (if different than as provided under Section 9.01(a) of the Credit Agreement):


UBS AG, STAMFORD BRANCH, as Administrative Agent

By:
		Name:
		Title:

EXHIBIT E

Form of

NOTE

New York, New York

[Date]

FOR VALUE RECEIVED, the undersigned, INTERNATIONAL PAPER COMPANY, a New York corporation (the “Borrower”), hereby promises to pay to [ ] (the “Lender”) on the Maturity Date (as defined in the Credit Agreement referred to below) in lawful money of the United States and in immediately available funds, the principal amount of DOLLARS ($ ), or, if less, the aggregate unpaid principal amount of all Loans of the Lender outstanding under the Credit Agreement referred to below, which sum shall be due and payable in such amounts and on such dates as are set forth in the Credit Agreement. The Borrower further agrees to pay interest in like money at such office or account specified in Section 2.17 of the Credit Agreement on the unpaid principal amount hereof from time to time from the date hereof at the rates, and on the dates, specified in Section 2.11 of such Credit Agreement.

The holder of this promissory note (this “Note”) may endorse and attach a schedule to reflect the date, Type and amount of each Loan of the Lender outstanding under the Credit Agreement, the date and amount of each payment or prepayment of principal hereof, and the date of each interest rate conversion or continuation pursuant to Section 2.06 of the Credit Agreement and the principal amount subject thereto; provided that the failure of the Lender to make any such recordation (or any error in such recordation) shall not affect the obligations of the Borrower hereunder or under the Credit Agreement.

This Note is one of the promissory notes referred to in Section 2.08(f) of the Credit Agreement dated as of February 13, 2012 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among the Borrower, the Lenders, and UBS AG, Stamford Branch, as administrative agent for the Lenders, is subject to the provisions thereof and is subject to optional prepayment in whole or in part as provided therein. Terms used herein which are defined in the Credit Agreement shall have such defined meanings unless otherwise defined herein or unless the context otherwise requires.

This Note may be Guaranteed as provided in the Credit Agreement. To the extent this Note becomes Guaranteed, reference is hereby made to the Credit Agreement for the nature and extent of the Guarantees, the terms and conditions upon which each Guarantee was granted and the rights of the holder of this Note in respect thereof.

Upon the occurrence of any one or more of the Events of Default specified in the Credit Agreement, all amounts then remaining unpaid on this Note shall become, or may be declared to be, immediately due and payable all as provided therein.

All parties now and hereafter liable with respect to this Note, whether maker, principal, surety, guarantor, endorser or otherwise, hereby waive presentment, demand, protest and all other notices of any kind.

THIS NOTE MAY NOT BE TRANSFERRED EXCEPT IN COMPLIANCE WITH THE TERMS OF THE CREDIT AGREEMENT. TRANSFERS OF THIS NOTE MUST BE RECORDED IN THE REGISTER MAINTAINED BY THE ADMINISTRATIVE AGENT PURSUANT TO THE TERMS OF THE CREDIT AGREEMENT.

THIS NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.

[Signature Page Follows]

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INTERNATIONAL PAPER COMPANY, as the Borrower

By:
		Name:
		Title:

EXHIBIT F

[Form of Officer’s Certificate]

INTERNATIONAL PAPER COMPANY

February 13, 2012

I, [ ], [senior financial officer] of International Paper Company, a New York corporation (the “Company”), pursuant to Section 5.01(a)(iv) of the Credit Agreement (the “Agreement”) dated as of February 13, 2012 among the Company, the Lenders from time to time party thereto and UBS AG, Stamford Branch, as Administrative Agent (capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Agreement), DO HEREBY CERTIFY, in such capacity on behalf of the Company, as follows:

(a) (i) since December 31, 2010, no Effects (as defined in the Merger Agreement) have occurred which have had, individually or in the aggregate, a Borrower Material Adverse Effect and (ii) to the Company’s knowledge after due inquiry, since January 1, 2011, no Effects (as defined in the Merger Agreement) have occurred which have had, individually or in the aggregate, an Acquired Business Material Adverse Effect; and

(b) the representations and warranties in Sections 3.01, 3.05, 3.07 (but only with respect to Federal reserve margin regulations), 3.10 and 3.15 (but only with respect to the Patriot Act) of the Agreement and the representations made by the Target in the Merger Agreement that are material to the interests of the Lenders, but only to the extent that the Borrower has the right to terminate its obligations under the Merger Agreement or to decline to consummate the Merger, as a result of a breach of such representations in the Merger Agreement, are (i) in the case of representations and warranties qualified by “materiality,” “Borrower Material Adverse Effect,” “Acquired Business Material Adverse Effect” or similar language, true and correct in all respects and (ii) in the case of all other representations and warranties, true and correct in all material respects, provided that the certifications in this clause (b) with respect to the representations made by the Target in the Merger Agreement are only made to the Company’s knowledge after due inquiry.

[Signature Page Follows]

IN WITNESS WHEREOF, the Company has caused this Certificate to be executed on its behalf by the undersigned on and as of the date first set forth above.


INTERNATIONAL PAPER COMPANY

By:
		Name:
		Title:

EXHIBIT G

FORM OF

SOLVENCY CERTIFICATE

This Certificate is furnished pursuant to Section 5.01(a)(iv) of the Credit Agreement, (as in effect on the date of this Certificate) (the capitalized terms defined therein being used herein as therein defined) dated as of February 13, 2012 among Borrower, the Lenders, and UBS AG, Stamford Branch, as administrative agent (in such capacity, the “Administrative Agent”) for the Lenders (as from time to time in effect, the “Credit Agreement”).

I, the undersigned, [financial officer] of INTERNATIONAL PAPER COMPANY, a New York corporation (“Borrower”), DO HEREBY CERTIFY on behalf of Borrower that:

1. Immediately following the consummation of the Transactions to occur on the Closing Date and immediately following the making of the Loans and after giving effect to the application of the proceeds of the Loans on the date hereof, (a) the fair value of the properties of the Borrower (on a consolidated basis with its Subsidiaries) exceeds its debts and liabilities, subordinated, contingent or otherwise; (b) the present fair saleable value of the property of the Borrower (on a consolidated basis with its Subsidiaries) is greater than the amount that will be required to pay the probable liability of its debts and other liabilities, subordinated, contingent or otherwise, as such debts and other liabilities become absolute and matured; (c) the Borrower (on a consolidated basis with its Subsidiaries) is able to pay its debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured during the period from the Closing Date through the date that is 90 days after the Maturity Date; and (d) the Borrower (on a consolidated basis with its Subsidiaries) does not have unreasonably small capital with which to conduct its business in which it is engaged as such business is now conducted and is proposed to be conducted following the Closing Date.

[Signature Page Follows]

IN WITNESS WHEREOF, I have hereunto set my hand this 13th day of February.


INTERNATIONAL PAPER COMPANY

By:
		Name:
		Title:

SECTION 1.01.

Defined Terms

SECTION 1.02.

Classification of Loans and Borrowings

SECTION 1.03.

Terms Generally

SECTION 1.04.

Accounting Terms and Determinations