0000041077-04-000235 Sample Contracts

TENTH AMENDMENT TO SECOND AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENTS
Receivables Purchase Agreement • December 15th, 2004 • Georgia Pacific Corp • Papers & allied products • New York

TENTH AMENDMENT TO SECOND AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENTS dated as of December 10, 2004 (this "Amendment") among G-P Receivables, Inc., as the seller (the "Seller"), Georgia-Pacific Corporation, as collection agent (the "Collection Agent"), Blue Ridge Asset Funding Corporation ("Blue Ridge"), CRC Funding, LLC ("CRC"), CAFCO, LLC ("CAFCO"), Gotham Funding Corporation ("Gotham" and, together with Blue Ridge, CRC and CAFCO, the "Purchasers"), Citibank, N.A. ("Citibank"), The Bank of Tokyo-Mitsubishi, Ltd., New York Branch ("BTM"), Wachovia Bank, National Association ("Wachovia" and, together with Citibank and BTM, the "Secondary Purchasers"), Citicorp North America, Inc., as administrative agent (the "Administrative Agent"), Starbird Funding Corporation ("Starbird"), BNP Paribas, acting through its New York Branch ("BNP Paribas"), Three Pillars Funding LLC ("Three Pillars") and SunTrust Bank ("SunTrust").

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