CONSENTInternational Paper Co /New/ • February 28th, 2007 • Paper mills
CONSENT dated as of December 7, 2006 under the 364-Day Credit Agreement dated as of March 31, 2006 (the “Credit Agreement”) between International Paper Company, the Lenders party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent. Terms are used herein as defined in the Credit Agreement.
CLOSING MEMORANDUMClosing Memorandum • February 28th, 2007 • International Paper Co /New/ • Paper mills
This Closing Memorandum, dated February 1, 2007, entered into between International Paper Investments (Holland) B.V., a company organized under the laws of the Netherlands, with head offices at Rokin 55, 1012 KK, in the city of Amsterdam, enrolled with the Legal Entities Taxpayers’ Registry (CNPJ/MF) under No 05.501.662/0001-69, herein represented in accordance with its corporate documents (“IP”) and Votorantim Celulose e Papel S.A., a company (sociedade por ações) organized under the laws of the Federative Republic of Brazil, with head offices in the City of São Paulo, State of São Paulo, at Al. Santos, 1357, 6th floor, enrolled with the Legal Entities Taxpayers’ Registry (CNPJ/MF) under No. 60.643.228/0001-21, herein represented in accordance with its bylaws (“VCP”), refers to the Exchange Agreement, dated September 19, 2006, entered into by IP and VCP (“Agreement”), and sets forth the acknowledgements and waivers of the Parties in connection with the Closing conditions thereunder an
FIRST AMENDMENT TO RECEIVABLES SALE AGREEMENTReceivables Sale Agreement • February 28th, 2007 • International Paper Co /New/ • Paper mills • New York
THIS FIRST AMENDMENT TO RECEIVABLES SALE AGREEMENT, dated as of November 19, 2003 (this “Amendment”), is by and between International Paper Company, a New York corporation (“International Paper”), and International Paper Financial Services, Inc., a Delaware corporation (“IPFS”) and pertains to the Receivables Sale Agreement dated as of December 26, 2001 between them (as heretofore and hereby amended, the “Receivables Sale Agreement”). Unless otherwise defined in this Amendment capitalized terms used herein shall have the meanings assigned to such terms in the Receivables Sale Agreement.
FIRST AMENDMENT TO RECEIVABLES SALE AND CONTRIBUTION AGREEMENTContribution Agreement • February 28th, 2007 • International Paper Co /New/ • Paper mills • New York
THIS FIRST AMENDMENT TO RECEIVABLES SALE AND CONTRIBUTION AGREEMENT, dated as of February 28, 2002 (this “Amendment”), is by and between International Paper Financial Services, Inc. (“IPFS”) and Red Bird Receivables, Inc. (the “Buyer”) and pertains to the Receivables Sale and Contribution Agreement dated as of December 26, 2001 between the parties hereto (as heretofore and hereby amended, the “Sale and Contribution Agreement”). Unless otherwise defined in this Amendment capitalized terms used herein shall have the meanings assigned to such terms in the Sale and Contribution Agreement.
FOURTH AMENDMENT TO RECEIVABLES SALE AND CONTRIBUTION AGREEMENTReceivables Sale and Contribution Agreement • February 28th, 2007 • International Paper Co /New/ • Paper mills • New York
THIS FOURTH AMENDMENT TO RECEIVABLES SALE AND CONTRIBUTION AGREEMENT, dated as of November 17, 2004 (this “Amendment”), is by and between International Paper Financial Services, Inc., a Delaware corporation (“IPFS”), and Red Bird Receivables, Inc., a Delaware corporation (“Buyer”) and pertains to the Receivables Sale and Contribution Agreement dated as of December 26, 2001 amongst the parties hereto (as heretofore and hereby amended, the “Receivables Sale Agreement”). Unless otherwise defined in this Amendment capitalized terms used herein shall have the meanings assigned to such terms in the Receivables Sale Agreement.
SECOND AMENDMENT TO RECEIVABLES SALE AND CONTRIBUTION AGREEMENTReceivables Sale and Contribution Agreement • February 28th, 2007 • International Paper Co /New/ • Paper mills • New York
THIS SECOND AMENDMENT TO RECEIVABLES SALE AND CONTRIBUTION AGREEMENT, dated as of December 23, 2002 (this “Amendment”), is by and between International Paper Financial Services, Inc., a Delaware corporation (“IPFS”) and Red Bird Receivables, Inc., a Delaware corporation (“Buyer”) and pertains to the Receivables Sale and Contribution Agreement dated as of December 26, 2001 amongst the parties hereto (as heretofore and hereby amended, the “Receivables Sale Agreement”). Unless otherwise defined in this Amendment capitalized terms used herein shall have the meanings assigned to such terms in the Receivables Sale Agreement.
SECOND AMENDMENT TO RECEIVABLES SALE AGREEMENTReceivables Sale Agreement • February 28th, 2007 • International Paper Co /New/ • Paper mills • New York
THIS SECOND AMENDMENT TO RECEIVABLES SALE AGREEMENT, dated as of November 17, 2004 (this “Amendment”), is by and between International Paper Company, a New York corporation (“International Paper”), and International Paper Financial Services, Inc., a Delaware corporation (“IPFS”) and pertains to the Receivables Sale Agreement dated as of December 26, 2001 between them (as heretofore and hereby amended, the “Receivables Sale Agreement”). Unless otherwise defined in this Amendment capitalized terms used herein shall have the meanings assigned to such terms in the Receivables Sale Agreement.
THIRD AMENDMENT TO THE AMENDED AND RESTATED CREDIT AND SECURITY AGREEMENTCredit and Security Agreement • February 28th, 2007 • International Paper Co /New/ • Paper mills • New York
THIS THIRD AMENDMENT TO THE AMENDED AND RESTATED CREDIT AND SECURITY AGREEMENT, dated as of December 15, 2006 (this “Amendment”), is by and among Red Bird Receivables, Inc., as Borrower (“Borrower”), International Paper Financial Services, Inc., as Servicer (“Servicer”), International Paper Company, as Performance Guarantor (“Performance Guarantor”), The Bank of Tokyo-Mitsubishi UFJ, Ltd., New York Branch (formerly known as The Bank of Tokyo-Mitsubishi, Ltd., New York Branch), as a Co-Agent, JPMorgan Chase Bank, N.A., as a Co-Agent, BNP Paribas, New York Branch, as a Co-Agent, Starbird Funding Corporation, Citicorp North America, Inc., as a Co-Agent and Wachovia Bank, National Association, as a Co-Agent and as administrative agent (in its capacity as administrative agent, the “Administrative Agent”). Capitalized terms used and not otherwise defined herein shall have the meanings attributed thereto in the Credit Agreement (as defined below).
FIRST AMENDMENT TO THE AMENDED AND RESTATED CREDIT AND SECURITY AGREEMENTCredit and Security Agreement • February 28th, 2007 • International Paper Co /New/ • Paper mills • New York
THIS FIRST AMENDMENT TO THE AMENDED AND RESTATED CREDIT AND SECURITY AGREEMENT, dated as of December 30, 2005 (this “Amendment”), is by and among Red Bird Receivables, Inc., as Borrower (“Borrower”), International Paper Financial Services, Inc., as Servicer (“Servicer”), International Paper Company, as Performance Guarantor (“Performance Guarantor”), The Bank of Tokyo-Mitsubishi, Ltd., New York Branch, as a Co-Agent, JPMorgan Chase Bank, N.A., as a Co-Agent, BNP Paribas, New York Branch, as a Co-Agent, Starbird Funding Corporation, Citicorp North America, Inc., as a Co-Agent and Wachovia Bank, National Association, as a Co-Agent and as administrative agent (in its capacity as administrative agent, the “Administrative Agent”). Capitalized terms used and not otherwise defined herein shall have the meanings attributed thereto in the Credit Agreement (as defined below).
INTERNATIONAL PAPER COMPANY LONG-TERM INCENTIVE COMPENSATION PLAN RESTRICTED STOCK AWARD AGREEMENTRestricted Stock Award Agreement • February 28th, 2007 • International Paper Co /New/ • Paper mills • New York
The International Paper Company Long-Term Incentive Compensation Plan (the “Plan”), which was approved by shareholders on May 9, 1989, and amended on May 10, 1994, provides in Section 15 that the Committee of the Board which administers the Plan (the “Committee”) may authorize Awards of Restricted Shares of common stock of International Paper Company (the “Company”) under the terms of the Plan. The terms and provisions of the Plan are incorporated by reference herein.
CONSENTConsent • February 28th, 2007 • International Paper Co /New/ • Paper mills
CONSENT dated as of December 7, 2006 under the 5-Year Credit Agreement dated as of March 31, 2006 (the “Credit Agreement”) between International Paper Company, the Lenders party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent. Terms are used herein as defined in the Credit Agreement.
THIRD AMENDMENT TO RECEIVABLES SALE AND CONTRIBUTION AGREEMENTReceivables Sale and Contribution Agreement • February 28th, 2007 • International Paper Co /New/ • Paper mills • New York
THIS THIRD AMENDMENT TO RECEIVABLES SALE AND CONTRIBUTION AGREEMENT, dated as of December 3, 2003 (this “Amendment”), is by and between International Paper Financial Services, Inc., a Delaware corporation (“IPFS”) and Red Bird Receivables, Inc., a Delaware corporation (“Buyer”) and pertains to the Receivables Sale and Contribution Agreement dated as of December 26, 2001 amongst the parties hereto (as heretofore and hereby amended, the “Receivables Sale Agreement”). Unless otherwise defined in this Amendment capitalized terms used herein shall have the meanings assigned to such terms in the Receivables Sale Agreement.
