Contract

Exhibit 10.5

EXECUTION VERSION

AMENDMENT NO. 2, dated as of February 26, 2009 (this “Amendment”), among INTERNATIONAL PAPER COMPANY, a New York corporation (the “Borrower”), and the Lenders listed on the signature pages hereto, to the Credit Agreement dated as of June 16, 2008, as amended (the “Credit Agreement”) among the Borrower, the Guarantors, the Lenders from time to time party thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent. Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in the Credit Agreement.

WHEREAS, the Borrower has requested that the Administrative Agent and the Required Lenders consent to this Amendment as set forth below;

WHEREAS, Section 9.02(b) of the Credit Agreement permits the Credit Agreement to be amended from time to time;

NOW, THEREFORE, in consideration of the premises and covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound hereby, agree as follows:

Section 1. Amendments.

Section 2.09(d) of the Credit Agreement is hereby amended by replacing the last sentence with the following:

“All prepayments of Tranche A Loans shall be applied to reduce scheduled repayments required under Section 2.08(a)(i) in direct order of maturity.”

Section 2. Conditions to Effectiveness.

This Amendment shall become effective as of the date when each of the following conditions is satisfied:

(a) The Administrative Agent (or its counsel) shall have received from (i) Lenders constituting the Required Lenders and (ii) the Borrower, a counterpart of this Amendment signed on behalf of such party;

(b) All corporate and other proceedings taken or to be taken in connection with this Amendment and all documents incidental thereto, whether or not referred to herein, shall be reasonably satisfactory in form and substance to the Administrative Agent; and

(c) At the time of and after giving effect to the Amendment, no Default or Event of Default has occurred and is continuing.

Section 3. Representations and Warranties.

In order to induce the Lenders and the Administrative Agent to authorize this Amendment, the Borrower represents and warrants to each of the Lenders that both before and after giving effect to this Amendment:

(a) The execution, delivery, and performance of this Amendment by the Borrower is within the corporate power and authority of the Borrower and has been duly authorized by all necessary corporate action.

(b) This Amendment and the Credit Agreement, as amended hereby, constitute legal, valid, and binding obligations of each of the Obligors, enforceable in accordance with their terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditor’s rights generally.

(c) At the time of and after giving effect to the Amendment, no Default or Event of Default has occurred and is continuing.

Section 4. Expenses. The Borrower agrees to reimburse the Administrative Agent for its reasonable out-of-pocket expenses incurred by them in connection with this Amendment, including the reasonable fees, charges and disbursements of Xxxxxx Xxxxxx & Xxxxxxx LLP, counsel for the Administrative Agent.

Section 5. Counterparts. This Amendment may be executed in any number of counterparts and by different parties hereto on separate counterparts, each of which when so executed and delivered shall be deemed to be an original, but all of which when taken together shall constitute a single instrument. Delivery of an executed counterpart of a signature page of this Amendment by facsimile transmission shall be effective as delivery of a manually executed counterpart hereof.

Section 6. Applicable Law. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

Section 7. Headings. The headings of this Amendment are for purposes of reference only and shall not limit or otherwise affect the meaning hereof.

Section 8. Effect of Amendment. Except as expressly set forth herein, this Amendment shall not by implication or otherwise limit, impair, constitute a waiver of or otherwise affect the rights and remedies of the Lenders, the Administrative Agent, the Syndication Agent or the Co-Documentation Agents under the Credit Agreement, and shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other provision of the Credit Agreement, all of which are ratified and affirmed in all respects and shall continue in full force and effect.

Section 9. Reference to the Credit Agreement. Upon and after the execution of this Amendment by each of the parties hereto, each reference in the Credit Agreement to “this Agreement”, “hereunder”, “hereof” or words of like import referring to the Credit Agreement shall mean and be a reference to the Credit Agreement as modified hereby.

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Section 10. Binding Effect. This Amendment and the rights evidenced hereby shall inure to the benefit of and be binding upon the successors and permitted assigns of the parties hereto, and shall be enforceable by any such successors and assigns.

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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the date first above written.

INTERNATIONAL PAPER COMPANY
By:		/s/ Xxxxx Xxxxxx
		Name:		Xxxxx Xxxxxx
		Title:		Vice President & Treasurer

JPMORGAN CHASE BANK, N.A., as Administrative Agent and a Lender
By:		/s/ Xxxxx X. Xxxxxx
		Name:		Xxxxx X. Xxxxxx
		Title:		Executive Director

COBANK, ABC, as a Lender
By:		/s/ Xxxxxxx Xxxxxxxxxx
		Name:		Xxxxxxx Xxxxxxxxxx
		Title:		Vice President

BANK OF AMERICA, N.A., as a Lender
By:		/s/ Xxxxxxx X. Xxxxxx
		Name:		Xxxxxxx X. Xxxxxx
		Title:		Vice President

DEUTSCHE BANK AG NEW YORK BRANCH, as a Lender
By:		/s/ Xxxx X. Xxx
		Name:		Xxxx X. Xxx
		Title:		Vice President
By:		/s/ Xxxxx Xxxxxxxxx
		Name:		Xxxxx Xxxxxxxxx
		Title:		Director

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

BNP PARIBAS, as a Lender
By:		/s/ Xxxxxxx Xxxx
		Name:		Xxxxxxx Xxxx
		Title:		Managing Director
By:		/s/ Xxxxx Xxxxxx
		Name:		Xxxxx Xxxxxx
		Title:		Managing director

SUMITOMO MITSUI BANKING CORPORATION, as a Lender
By:		/s/ Xxxxxxxxx Xxxxxxxxx
		Name:		Xxxxxxxxx Xxxxxxxxx
		Title:		General Manager

BANCO BILBAO VIZCAYA ARGENTARIA S.A., as a Lender
By:		/s/ Xxxxxxx D’Xxxx
		Name:		Xxxxxxx D’Xxxx
		Title:		Director
By:		/s/ Xxxxxxx Xxxx
		Name:		Xxxxxxx Xxxx
		Title:		Managing Director

CALYON NEW YORK BRANCH, as a Lender
By:		/s/ Xxx Xxxxx
		Name:		Xxx Xxxxx
		Title:		Managing Director
By:		/s/ Yuri Muzichenko
		Name:		Yuri Muzichenko
		Title:		Director

Regions Bank, as a Lender
By:		/s/ Xxxxx X. Xxxx
		Name:		Xxxxx X. Xxxx
		Title:		Senior Vice President

SOCIETE GENERALE, as a Lender
By:		/s/ Xxxxxx X. Xxxxx
		Name:		Xxxxxx X. Xxxxx
		Title:		Director

THE BANK OF TOKYO-MITSUBISHI UFJ, LTD. NEW YORK BRANCH, as a Lender
By:		/s/ Xxxxxxx Xxxxxx
		Name:		Xxxxxxx Xxxxxx
		Title:		Authorized Signatory

TORONTO DOMINION (TEXAS) LLC, as a Lender
By:		/s/ Xxxxx X. Xxxxx
		Name:		Xxxxx X. Xxxxx
		Title:		Authorized Signatory

THE BANK OF NOVIA SCOTIA, as a Lender
By:		/s/ Xxxxx Xxxxx
		Name:		Xxxxx Xxxxx
		Title:		Director

MIZUHO CORPORATE BANK, LTD., as a Lender
By:		/s/ Xxxxxxx Xxxxxxx
		Name:		Xxxxxxx Xxxxxxx
		Title:		Deputy General Manager

Nordea Bank Finland Plc, Acting through its New York and Grand Cayman Branches, as a Lender
By:		/s/ Xxxxxx X. Xxxxxxxxxx
		Name:		Xxxxxx X. Xxxxxxxxxx
		Title:		Senior Vice President
By:		/s/ Xxxxx Xxxxxx
		Name:		Xxxxx Xxxxxx
		Title:		Vice President

SCOTIABANC INC., as a Lender
By:		/s/ X.X. Xxxx
		Name:		X.X. Xxxx
		Title:		Managing Director

The Governor and Company of the Bank of Ireland, as a Lender
By:		/s/ Xxxxx Xxxx
		Name:		Xxxxx Xxxx
		Title:		Associate Director
By:		/s/ Xxxxx X’Xxxxxx
		Name:		Xxxxx X’Xxxxxx
		Title:		Deputy Manager

LANDESBANK BADEN-WUERTTEMBERG NEW YORK AND/OR GRAND CAYMAN ISLANDS BRANCH, as a Lender
By:		/s/ Xxxxxxxx Xxxxxxxx
		Name:		Xxxxxxxx Xxxxxxxx
		Title:		Vice President
By:		/s/ Xxxxxxx Xxxxxxx
		Name:		Xxxxxxx Xxxxxxx
		Title:		Vice President

PNC Bank, National Association, as a Lender
By:		/s/ Xxxxxx X. Xxxxxx
		Name:		Xxxxxx X. Xxxxxx
		Title:		Senior Vice President

AGFIRST FARM CREDIT BANK, as a Lender
By:		/s/ Xxxx X. Xxxxxxxx
		Name:		Xxxx X. Xxxxxxxx
		Title:		Assistant Vice President

First Tennessee Bank, as a Lender
By:		/s/ Xxxxxxx X. Xxxxx
		Name:		Xxxxxxx X. Xxxxx
		Title:		Vice President

CATHAY UNITED BANK, as a Lender
By:		/s/ Xxxxxxx Au
		Name:		Xxxxxxx Au
		Title:		VP & Deputy General Manager

AMERICAN SAVINGS BANK, FSB, as a Lender
By:		/s/ Xxxx X. Xxxxxx
		Name:		Xxxx X. Xxxxxx
		Title:		Vice President

AGFIRST FARM CREDIT BANK, as a Voting Participant
By:		/s/ Xxxx X. Xxxxxxxx
		Name:		Xxxx X. Xxxxxxxx
		Title:		Assistant Vice President

AMERICAN AGCREDIT FMA, as a Lender
By:		/s/ Xxxx Xxxxxx
		Name:		Xxxx Xxxxxx
		Title:		Vice President

BADGERLAND FINANCIAL F/K/A BADGERLAND FARM CREDIT SERVICES, as a Lender
By:		/s/ Xxxxxxx X. Xxx
		Name:		Xxxxxxx X. Xxx
		Title:		authorized signatory

FARM CREDIT SERVICES OF THE MOUNTAIN PLAINS, FLCA, as a Voting Participant of CoBank, ACB
By:		/s/ Xxxxxxx X. Xxxxxxxx
		Name:		Xxxxxxx X. Xxxxxxxx
		Title:		Vice President

FARM CREDIT WEST, FLCA as a Lender
By:		/s/ Ben Xxxxxxx
		Name:		Ben Xxxxxxx
		Title:		Vice President

FRESNO-MADERA PRODUCTION CREDIT ASSOCIATION, as a Lender
By:		/s/ Xxxxx X. XxXxxx
		Name:		Xxxxx X. XxXxxx
		Title:		Executive Vice President

UNITED FCS, FLCA d/b/a/ FCS COMMERCIAL FINANCE GROUP, as a Lender
By:		/s/ Xxxx Xxxxxxx
		Name:		Xxxx Xxxxxxx
		Title:		Assistant Vice President