0001193125-06-174361 Sample Contracts

COMMERCIAL PAPER DEALER AGREEMENT between INTERNATIONAL PAPER COMPANY, as Issuer and CHASE SECURITIES INC., as Dealer
Commercial Paper Dealer Agreement • August 16th, 2006 • International Paper Co /New/ • Paper mills • New York

This agreement (“Agreement”) sets forth the understandings between the Issuer and the Dealer in connection with the issuance and sale by the Issuer of its short-term promissory notes through the Dealer (the “Notes”).

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ISSUING AND PAYING AGENCY AGREEMENT
Issuing and Paying Agency Agreement • August 16th, 2006 • International Paper Co /New/ • Paper mills • New York

This Agreement, dated as of June 13, 2005, is by and between International Paper Company (the “Issuer”) and JPMorgan Chase Bank, N.A. (“JPMorgan”).

COMMERCIAL PAPER DEALER AGREEMENT between International Paper Company, as Issuer and Merrill Lynch Money Markets Inc., as Dealer
Commercial Paper Dealer Agreement • August 16th, 2006 • International Paper Co /New/ • Paper mills • New York

This agreement (“Agreement”) sets forth the understandings between the Issuer and the Dealer in connection with the issuance and sale by the Issuer of its short-term promissory notes through the Dealer (the “Notes”).

RECEIVABLES SALE AGREEMENT DATED AS OF DECEMBER 26, 2001 BETWEEN INTERNATIONAL PAPER COMPANY, AS ORIGINATOR, AND INTERNATIONAL PAPER FINANCIAL SERVICES, INC., AS BUYER
Receivables Sale Agreement • August 16th, 2006 • International Paper Co /New/ • Paper mills • New York

THIS RECEIVABLES SALE AGREEMENT, dated as of December 26, 2001, is by and between INTERNATIONAL PAPER COMPANY, a New York corporation (“Originator”), and INTERNATIONAL PAPER FINANCIAL SERVICES, INC., a Delaware corporation (“Buyer”). Unless defined elsewhere herein, capitalized terms used in this Agreement shall have the meanings assigned to such terms in Exhibit I hereto (or, if not defined in Exhibit I hereto, the meaning assigned to such term in Exhibit I to the Credit and Security Agreement).

AMENDMENT NO. 1 TO THE COMMERCIAL PAPER DEALER AGREEMENT
Commercial Paper Dealer Agreement • August 16th, 2006 • International Paper Co /New/ • Paper mills • New York

THIS AMENDMENT NO. 1 (“AMENDMENT NO. 1”) TO THE COMMERCIAL PAPER DEALER AGREEMENT (“Dealer Agreement”), dated as of March 31, 2005, is entered into between International Paper Company, a New York corporation (the “COMPANY”), and Credit Suisse First Boston LLC, as dealer (the “DEALER”).

RECEIVABLES SALE AND CONTRIBUTION AGREEMENT DATED AS OF DECEMBER 26, 2001 BETWEEN INTERNATIONAL PAPER FINANCIAL SERVICES, INC., AND RED BIRD RECEIVABLES, INC., AS BUYER
Receivables Sale and Contribution Agreement • August 16th, 2006 • International Paper Co /New/ • Paper mills • New York

THIS RECEIVABLES SALE AND CONTRIBUTION AGREEMENT, dated as of December 26, 2001, is by and between INTERNATIONAL PAPER FINANCIAL SERVICES, INC., a Delaware corporation (“IPFS”), and RED BIRD RECEIVABLES, INC., a Delaware (“Buyer”). Unless defined elsewhere herein, capitalized terms used in this Agreement shall have the meanings assigned to such terms in Exhibit I hereto (or, if not defined in Exhibit I hereto, the meaning assigned to such term in Exhibit I to the Credit and Security Agreement).

OMNIBUS AMENDMENT [AMENDMENT NO. 3 TO RECEIVABLES SALE AGREEMENT, AMENDMENT NO. 5 TO RECEIVABLES SALE AND CONTRIBUTION AGREEMENT AMENDMENT NO. 2 TO AMENDED AND RESTATED CREDIT AND SECURITY AGREEMENT]
Receivables Sale Agreement, Receivables Sale and Contribution Agreement, Credit and Security Agreement • August 16th, 2006 • International Paper Co /New/ • Paper mills • New York

and pertains to (i) that certain Receivables Sale Agreement, dated as of December 26, 2001, by and between IP and IPFS, as amended the (“First-Step RSA”), (ii) that certain Receivables Sale and Contribution Agreement, dated as of December 26, 2001, by and between IPFS and Red Bird, as amended (the “Second-Step RC&SA”) and (iii) that certain Amended and Restated Credit and Security Agreement, dated as of November 17, 2004, by and among the parties hereto, Variable Funding Capital Company LLC, Gotham Funding Corporation, Preferred Receivables Funding Company LLC, Starbird Funding Corporation, CAFCO, LLC, Citibank, N.A., as amended (the “CSA” and, together with the First-Step RSA and the Second-Step RC&SA, the “Agreements”). Capitalized terms used and not otherwise defined herein are used with the meanings attributed thereto in the First-Step RSA, the Second-Step RC&SA or the CSA, as applicable.

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