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UNITED STATESSECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period Ended March 31, 2013 ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Transition Period From to _________________________________________

Commission File Number 1-3157

INTERNATIONAL PAPER COMPANY(Exact name of registrant as specified in its charter)

New York 13-0872805(State or other jurisdiction of (I.R.S. Employerincorporation of organization) Identification No.)

6400 Poplar Avenue, Memphis, TN 38197(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (901) 419-7000

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 duringthe preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirementsfor the past 90 days. Yes No ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required tobe submitted and posted pursuant to Rule 405 of Regulation S-T (paragraph 232.405 of this chapter) during the preceding 12 months (or for such shorterperiod that the registrant was required to submit and post such files). Yes No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See thedefinitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer Accelerated filer ¨ Non-accelerated filer ¨ Smaller reporting company ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No

The number of shares outstanding of the registrant’s common stock, par value $1.00 per share, as of April 30, 2013 was 444,847,829.

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INDEX

PAGE NO.

PART I. FINANCIAL INFORMATION Item 1. Financial Statements Consolidated Statement of Operations - Three Months Ended March 31, 2013 and 201 2 1 Consolidated Statement of Comprehensive Income - Three Months Ended March 31, 2013 and 201 2 2 Consolidated Balance Sheet - March 31, 2013 and December 31, 201 2 3 Consolidated Statement of Cash Flows - Three Months Ended March 31, 2013 and 201 2 4 Condensed Notes to Consolidated Financial Statements 5 Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 29 Item 3. Quantitative and Qualitative Disclosures About Market Risk 45 Item 4. Controls and Procedures 45 PART II. OTHER INFORMATION Item 1. Legal Proceedings 46 Item 1A. Risk Factors 46 Item 6. Exhibits 47 Signatures 48

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PART I. FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS

INTERNATIONAL PAPER COMPANYConsolidated Statement of Operations

(Unaudited)(In millions, except per share amounts)

Three Months Ended

March 31, 2013 2012Net Sales $ 7,090 $ 6,655Costs and Expenses

Cost of products sold 5,220 4,984Selling and administrative expenses 567 513Depreciation, amortization and cost of timber harvested 379 362Distribution expenses 422 347Taxes other than payroll and income taxes 49 41Restructuring and other charges 59 34Net (gains) losses on sales and impairments of businesses — (7)

Interest expense, net 164 168Earnings (Loss) From Continuing Operations Before Income Taxes and Equity Earnings 230 213

Income tax provision (benefit) (69) 70Equity earnings (losses), net of taxes (10) 44

Earnings (Loss) From Continuing Operations 289 187Discontinued operations, net of taxes 26 5

Net Earnings (Loss) 315 192Less: Net earnings (loss) attributable to noncontrolling interests (3) 4

Net Earnings (Loss) Attributable to International Paper Company $ 318 $ 188Basic Earnings (Loss) Per Share Attributable to International Paper Company Common Shareholders

Earnings (loss) from continuing operations $ 0.66 $ 0.42Discontinued operations, net of taxes 0.06 0.01Net earnings (loss) $ 0.72 $ 0.43

Diluted Earnings (Loss) Per Share Attributable to International Paper Company Common Shareholders Earnings (loss) from continuing operations $ 0.65 $ 0.42Discontinued operations, net of taxes 0.06 0.01Net earnings (loss) $ 0.71 $ 0.43

Average Shares of Common Stock Outstanding – assuming dilution 446.1 438.6Cash Dividends Per Common Share $ 0.3000 $ 0.2625Amounts Attributable to International Paper Company Common Shareholders

Earnings (loss) from continuing operations $ 292 $ 183Discontinued operations, net of taxes 26 5Net earnings (loss) $ 318 $ 188

The accompanying notes are an integral part of these consolidated financial statements.

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INTERNATIONAL PAPER COMPANYConsolidated Statement of Comprehensive Income

(Unaudited)(In millions)

Three Months Ended

March 31, 2013 2012Net Earnings (Loss) $ 315 $ 192Other Comprehensive Income (Loss), Net of Tax:

Amortization of pension and post-retirement prior service costs and net loss: U.S. plans 78 49

Pension and postretirement liability adjustments: U.S. plans — 24

Change in cumulative foreign currency translation adjustment (9) 199Net gains/losses on cash flow hedging derivatives:

Net gains (losses) arising during the period 5 27Reclassification adjustment for (gains) losses included in net earnings (loss) 3 4

Total Other Comprehensive Income (Loss), Net of Tax 77 303Comprehensive Income (Loss) 392 495Net (earnings) loss attributable to noncontrolling interests 3 (4)

Other comprehensive (income) loss attributable to noncontrolling interests 1 —Comprehensive Income (Loss) Attributable to International Paper Company $ 396 $ 491


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INTERNATIONAL PAPER COMPANYConsolidated Balance Sheet

(In millions)

March 31,

2013 December 31,

2012 (unaudited) Assets Current Assets

Cash and temporary investments $ 934 $ 1,302Accounts and notes receivable, net 3,869 3,562Inventories 2,793 2,730Deferred income tax assets 340 323Assets of businesses held for sale 775 759Other current assets 270 229

Total Current Assets 8,981 8,905Plants, Properties and Equipment, net 14,141 13,949Forestlands 631 622Investments 810 887Financial Assets of Special Purpose Entities (Note 13) 2,113 2,108Goodwill 4,527 4,315Deferred Charges and Other Assets 1,495 1,367Total Assets $ 32,698 $ 32,153Liabilities and Equity Current Liabilities

Notes payable and current maturities of long-term debt $ 727 $ 444Accounts payable 2,902 2,775Accrued payroll and benefits 428 508Liabilities of businesses held for sale 43 44Other accrued liabilities 1,157 1,227

Total Current Liabilities 5,257 4,998Long-Term Debt 9,495 9,696Nonrecourse Financial Liabilities of Special Purpose Entities (Note 13) 2,038 2,036Deferred Income Taxes 3,105 3,026Pension Benefit Obligation 4,117 4,112Postretirement and Postemployment Benefit Obligation 463 473Other Liabilities 1,089 1,176Equity

Common stock, $1 par value, 2013 – 444.7 shares and 2012 – 439.9 shares 445 440Paid-in capital 6,283 6,042Retained earnings 3,844 3,662Accumulated other comprehensive loss (3,762) (3,840)

6,810 6,304Less: Common stock held in treasury, at cost, 2013 – 0.711 shares and 2012 – 0.013 shares 32 —

Total Shareholders’ Equity 6,778 6,304Noncontrolling interests 356 332

Total Equity 7,134 6,636Total Liabilities and Equity $ 32,698 $ 32,153


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INTERNATIONAL PAPER COMPANYConsolidated Statement of Cash Flows

(Unaudited)(In millions)

Three Months Ended March 31,

2013 2012Operating Activities

Net earnings (loss) $ 315 $ 192Discontinued operations, net of taxes (26) (5)Earnings (loss) from continuing operations, including portion attributable to noncontrolling interest 289 187Depreciation, amortization and cost of timber harvested 379 362Deferred income tax provision, net 4 81Restructuring and other charges 59 34Net (gains) losses on sales and impairments of businesses — (7)Equity (earnings) losses, net 10 (44)Periodic pension expense, net 140 83Other, net (84) 3Changes in current assets and liabilities

Accounts and notes receivable (222) 113Inventories (47) 39Accounts payable and accrued liabilities 16 (253)Interest payable 24 68Other (52) (33)

Cash Provided By (Used For) Operations – Continuing Operations 516 633Cash Provided By (Used For) Operations – Discontinued Operations 15 (52)Cash Provided By (Used For) Operations 531 581Investment Activities

Invested in capital projects (216) (285)Acquisitions, net of cash acquired (505) (3,734)Proceeds from divestitures — 5Other (67) (91)

Cash Provided By (Used For) Investment Activities – Continuing Operations (788) (4,105)Cash Provided By (Used For) Investment Activities – Discontinued Operations (2) (49)Cash Provided By (Used For) Investment Activities (790) (4,154)Financing Activities

Repurchases of common stock and payments of restricted stock tax withholding (51) (35)Issuance of common stock 191 21Issuance of debt 166 1,594Reduction of debt (79) (516)Change in book overdrafts (43) (75)Dividends paid (132) (115)Redemption of securities (150) —Other (8) (26)

Cash Provided By (Used For) Financing Activities (106) 848Effect of Exchange Rate Changes on Cash (3) 19Change in Cash and Temporary Investments (368) (2,706)Cash and Temporary Investments

Beginning of period 1,302 3,994End of period $ 934 $ 1,288


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INTERNATIONAL PAPER COMPANYCondensed Notes to Consolidated Financial Statements

(Unaudited)

NOTE 1 - BASIS OF PRESENTATIONThe accompanying unaudited consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the UnitedStates and in accordance with the instructions to Form 10-Q and, in the opinion of management, include all adjustments that are necessary for the fairpresentation of International Paper Company’s (International Paper’s, the Company’s or our) financial position, results of operations, and cash flows for theinterim periods presented. Except as disclosed herein, such adjustments are of a normal, recurring nature. Results for the first three months of the year maynot necessarily be indicative of full year results. It is suggested that these consolidated financial statements be read in conjunction with the audited financialstatements and the notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2012 which have previously beenfiled with the Securities and Exchange Commission.

NOTE 2 - RECENT ACCOUNTING DEVELOPMENTS

Disclosures About Offsetting Assets and Liabilities

In December 2011, the Financial Accounting Standards Board (FASB) issued ASU No. 2011-11, "Disclosures about Offsetting Assets and Liabilities",which amends ASC 210, "Balance Sheet". This ASU requires entities to disclose gross and net information about both instruments and transactions eligiblefor offset in the statement of financial position and those subject to an agreement similar to a master netting arrangement. This would include derivatives andother financial securities arrangements. This guidance was effective for fiscal years, and interim periods within those years, beginning on or after January 1,2013 and was required be applied retrospectively. The application of the requirements of this guidance did not have a material effect on the consolidatedfinancial statements.

Intangibles – Goodwill and OtherIn July 2012, the FASB issued ASU 2012-02, "Testing Indefinite-Lived Intangible Assets for Impairment," which amends ASC 350, "Intangibles - Goodwilland Other." this ASU gives an entity the option to first assess qualitative factors if it is more likely than not that the fair value of indefinite-lived intangibleassets are less than their carrying amount. If that assessment indicates no impairment, the quantitative impairment test is not required. This amendment waseffective for annual and interim impairment tests performed for fiscal years beginning after September 15, 2012. The adoption of the provisions of thisguidance did not have a material effect on the Company's consolidated financial statements.

Comprehensive Income

In February 2013, the FASB issued ASU 2013-02, "Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income," which adds newdisclosure requirements for items reclassified out of accumulated other comprehensive income. This guidance is effective for fiscal years, and interim periodswithin those years, beginning after December 15, 2012. The Company adopted the provisions of this guidance in the first quarter of 2013.

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NOTE 3 - EQUITY

A summary of the changes in equity for the three-month periods ended March 31, 2013 and 2012 is provided below:


2013 2012

In millions, except per shareamounts

TotalInternational

PaperShareholders’

Equity Noncontrolling

Interests Total

Equity

TotalInternational

PaperShareholders’

Equity Noncontrolling

Interests Total

EquityBalance, January 1 $ 6,304 $ 332 $ 6,636 $ 6,645 $ 340 $ 6,985Issuance of stock for various plans, net 265 — 265 80 — 80Repurchase of stock (51) — (51) (35) — (35)Common stock dividends ($0.3000 pershare in 2013 and $0.2625 per share in2012) (136) — (136) (120) — (120)Dividends paid to noncontrollinginterests by subsidiary — (1) (1) — (2) (2)Noncontrolling interests of acquiredentities — 29 29 — 92 92Acquisition of noncontrolling interests — — — — (2) (2)Comprehensive income (loss) 396 (4) 392 491 4 495Ending Balance, March 31 $ 6,778 $ 356 $ 7,134 $ 7,061 $ 432 $ 7,493

NOTE 4 - ACCUMULATED OTHER COMPREHENSIVE INCOME (AOCI)

The following table presents changes in AOCI for the three-month period ended March 31, 2013:

In millions

Defined BenefitPension and

Postretirement Items(a)

Change in CumulativeForeign Currency

Translation Adjustments(a)

Net Gains and Losseson Cash Flow

Hedging Derivatives(a) Total (a)

Balance as of January 1, 2013 $ (3,596) $ (246) $ 2 $ (3,840)

Other comprehensive income (loss) before reclassifications — (26) 5 (21)

Amounts reclassified from accumulated other comprehensive income 78 17 3 98Net Current Period Other Comprehensive Income 78 (9) 8 77Balance as of March 31, 2013 $ (3,518) $ (255) $ 10 $ (3,763)

(a) All amounts are net of tax. Amounts in parentheses indicate debits to AOCI.

The following table presents changes in AOCI for the three-month period ended March 31, 2012:

In millions

Defined BenefitPension and

Postretirement Items(a)

Change in CumulativeForeign Currency

Translation Adjustments(a)

Net Gains andLosses on Cash FlowHedging Derivatives

(a) Total (a)

Balance as of January 1, 2012 $ (2,852) $ (117) $ (36) $ (3,005)

Other comprehensive income (loss) before reclassifications 24 234 27 285Amounts reclassified from accumulated other comprehensive income 49 (35) 4 18

Net Current Period Other Comprehensive Income 73 199 31 303

Balance as of March 31, 2012 $ (2,779) $ 82 $ (5) $ (2,702)

(a) All amounts are net of tax. Amounts in parentheses indicate debits to AOCI.

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The following table presents details of the reclassifications out of AOCI for the three-month period ended March 31, 2013:

Details About Accumulated Other Comprehensive Income Components

Amount Reclassified fromAccumulated Other Comprehensive

Income (a) Location of Amount Reclassified from

AOCI into Income

In millions Defined benefit pension and postretirement items:

Prior-service costs $ (2) (b) Cost of products sold

Actuarial gains/(losses) (125) (b) Cost of products sold

Total pre-tax amount (127) Tax (expense)/benefit 49

Net of tax $ (78)

Change in cumulative foreign currency translation adjustments:

Business acquisition/divestitures $ (17) Net (gains) losses on sales andimpairments of businesses

Tax (expense)/benefit — Net of tax $ (17) Net gains and losses on cash flow hedging derivatives:

Foreign exchange contracts $ (5) (c) Cost of products sold


Net of tax (3)

Total reclassifications for the period $ (98)

(a) Amounts in parentheses indicate debits to earnings/loss.(b) These accumulated other comprehensive income components are included in the computation of net periodic pension cost (see Note 16 for additional details).(c) This accumulated other comprehensive income component is included in our derivatives and hedging activities (see Note 15 for additional details).

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The following table presents details of the reclassifications out of AOCI for the three-month period ended March 31, 2012:

Details About Accumulated Other Comprehensive Income Components

Amount Reclassified fromAccumulated Other Comprehensive

Income (a) Location of Amount Reclassified from

AOCI into Income

In millions Defined benefit pension and postretirement items:

Prior-service costs $ (1) (b) Cost of products sold

Actuarial gains/(losses) (79) (b) Cost of products sold


Net of tax $ (49)

Change in cumulative foreign currency translation adjustments:

Business acquisitions/divestitures 48 Net (gains) losses on sales andimpairments of businesses

Tax (expense)/benefit (13) Net of tax 35 Net gains and losses on cash flow hedging derivatives:

Natural gas contracts (7) (c) Cost of products sold


Net of tax (4)

Total reclassifications for the period $ (18)

(a) Amounts in parentheses indicate debits to earnings/loss.(b) These accumulated other comprehensive income components are included in the computation of net periodic pension cost (see Note 16 for additional details).(c) This accumulated other comprehensive income component is included in our derivatives and hedging activities (see Note 15 for additional details).

NOTE 5 - EARNINGS PER SHARE ATTRIBUTABLE TO INTERNATIONAL PAPER COMPANY COMMON SHAREHOLDERSBasic earnings per common share are computed by dividing earnings by the weighted average number of common shares outstanding. Diluted earnings percommon share are computed assuming that all potentially dilutive securities, including “in-the-money” stock options, were converted into common shares. Areconciliation of the amounts included in the computation of earnings (loss) per common share, and diluted earnings (loss) per common share is as follows:

Three Months Ended

March 31,

In millions, except per share amounts 2013 2012Earnings (loss) from continuing operations $ 292 $ 183Effect of dilutive securities (a) — —Earnings (loss) from continuing operations – assuming dilution $ 292 $ 183Average common shares outstanding 441.5 434.1Effect of dilutive securities (a)

Restricted stock performance share plan 4.3 4.5Stock options (b) 0.3 —

Average common shares outstanding – assuming dilution 446.1 438.6Basic earnings (loss) from continuing operations per common share $ 0.66 $ 0.42Diluted earnings (loss) from continuing operations per common share $ 0.65 $ 0.42

(a) Securities are not included in the table in periods when antidilutive.(b) Options to purchase 0.0 million shares and 12.9 million shares for the three months ended March 31, 2013 and 2012, respectively, were not included in the computation of

diluted common shares outstanding because their exercise price exceeded the average market price of the Company’s common stock for each respective reporting period.

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NOTE 6 - RESTRUCTURING AND OTHER CHARGES2013: During the three months ended March 31, 2013, restructuring and other charges totaling $59 million before taxes ($36 million after taxes) wererecorded. Details of these charges were as follows:

Three Months Ended March 31, 2013

In millionsBefore-Tax

Charges After-TaxCharges

Early debt extinguishment costs $ 6 $ 4xpedx restructuring 7 4Augusta paper machine shutdown 44 27Other 2 1

Total $ 59 $ 36

2012: During the three months ended March 31, 2012, restructuring and other charges totaling $34 million before taxes ($23 million after taxes) were recorded.Details of these charges were as follows:




Early debt extinguishment costs $ 16 $ 10

xpedx restructuring 19 14Other (1) (1)Total $ 34 $ 23

NOTE 7 - ACQUISITIONS AND JOINT VENTURESAcquisitions

2013: On January 3, 2013, International Paper completed the acquisition (effective date of acquisition on January 1, 2013) of the shares of its joint venturepartner, Sabanci Holding, in the Turkish corrugated packaging company, Olmuksa International Paper Sabanci Ambalaj Sanayi ve Ticaret A.S. (now calledOlmuksan International Paper or Olmuksan), for a purchase price of $56 million. The acquired shares represent 43.7% of Olmuksan's shares. Prior to thisacquisition, International Paper held a 43.7% equity interest in Olmuksan.

Because the transaction resulted in International Paper becoming the majority shareholder, owning 87.4% of Olmuksan's outstanding and issued shares, itscompletion triggered a mandatory call for tender of the remaining public shares which began in March 2013. Also as a result of International Paper takingmajority control of the entity, Olmuksan's financial results have been consolidated with the Company's Industrial Packaging segment beginning with theeffective date International Paper obtained majority control of the entity on January 1, 2013.

In addition, the cumulative translation adjustment balance relating to the previously held equity interest was released and resulted in a $17 million loss. Thepreliminary purchase price allocation also reflects a gain of $19 million related to a bargain purchase price adjustment. Due to the timing of the completion ofthe acquisition, certain assumptions and estimates were used in determining the preliminary purchase price allocation. Those assumptions and estimatesprimarily relate to the amounts allocated to Plants, properties and equipment, Deferred taxes and contingent liabilities (which are reported in Accounts payableand accrued liabilities), as work is still ongoing to determine the fair value of those assets and liabilities at the acquisition date. Therefore, the amountsdisclosed may change materially as the purchase price allocation is refined. The purchase price allocation is expected to be finalized in the third quarter of2013.

The $17 million loss on the cumulative translation adjustment write off and the $19 million bargain purchase gain were recorded in the 2013 first-quarterearnings.

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The following table summarizes the preliminary allocation of the purchase price to the fair value of assets and liabilities acquired as of January1, 2013.

In millions Cash and temporary investments $ 5Accounts and notes receivable 72Inventory 31Other current assets 2Plants, properties and equipment 89Investments 11

Total assets acquired 210Notes payable and current maturities of long-term debt 17Accounts payable and accrued liabilities 26Deferred income tax liability 2Postretirement and postemployment benefit obligation 6Total liabilities assumed 51Noncontrolling interest 18Net assets acquired $ 141

Pro forma information related to the acquisition of Olmuksan has not been included as it does not have a material effect on the Company's consolidated resultsof operations.

2012: On February 13, 2012, International Paper completed the acquisition of Temple-Inland Inc. (Temple-Inland). International Paper acquired all of theoutstanding common stock of Temple-Inland for $32.00 per share in cash, totaling approximately $3.7 billion, and assumed approximately $700 million inTemple-Inland’s debt. As a condition to allowing the transaction to proceed, the Company entered into an agreement on a proposed Final Judgment with theAntitrust Division of the U.S. Department of Justice (DOJ) that required the Company to divest three containerboard mills, with approximately 970,000 tonsof aggregate containerboard capacity. On July 2, 2012, International Paper finalized the sales of its Ontario and Oxnard (Hueneme), California containerboardmills to New-Indy Containerboard LLC, and its New Johnsonville, Tennessee containerboard mill to Hood Container Corporation. By completing thesetransactions, the Company satisfied its divestiture obligations under the Final Judgment. See Note 8 for further details of these divestitures.

Temple-Inland's results of operations are included in the consolidated financial statements from the date of acquisition on February 13, 2012.

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The following summarizes the allocation of the purchase price to the fair value of assets and liabilities acquired as of February 13, 2012, which was finalizedin the fourth quarter of 2012.

In millions Accounts and notes receivable $ 466Inventory 484Deferred income tax assets – current 140Other current assets 57Plants, properties and equipment 2,911Financial assets of special purpose entities 2,091Goodwill 2,139Other intangible assets 693Deferred charges and other assets 54Total assets acquired 9,035Notes payable and current maturities of long-term debt 130Accounts payable and accrued liabilities 704Long-term debt 527Nonrecourse financial liabilities of special purpose entities 2,030Deferred income tax liability 1,252Pension benefit obligation 338Postretirement and postemployment benefit obligation 99Other liabilities 221Total liabilities assumed 5,301Net assets acquired $ 3,734

The identifiable intangible assets acquired in connection with the Temple-Inland acquisition included the following:

In millionsEstimated

Fair Value

AverageRemainingUseful Life

(at acquisition date)

Asset Class: Customer relationships $ 536 12-17 yearsDeveloped technology 8 5-10 yearsTradenames 109 IndefiniteFavorable contracts 14 4-7 yearsNon-compete agreement 26 2 yearsTotal $ 693

In connection with the purchase price allocation, inventories were written up by approximately $20 million before taxes ($12 million after taxes) to theirestimated fair value. As the related inventories were sold in the 2012 first quarter, this amount was expensed in Cost of products sold for the quarter.

Additionally, Selling and administrative expenses for the three months ended March 31, 2013 and March 31, 2012 included $12 million ($8 million aftertaxes) and $43 million ($33 million after taxes), respectively, in charges for integration costs associated with the acquisition.

The following unaudited pro forma information for the three months ended March 31, 2012 represents the results of operations of International Paper as if theTemple-Inland acquisition had occurred as of January 1, 2012. This information does not purport to represent International Paper’s actual results of operationsif the transaction described above would have occurred on January 1, 2012, nor is it necessarily indicative of future results.

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In millions, except per share amounts Three Months Ended

March 31, 2012Net sales $ 6,947Earnings (loss) from continuing operations (a) 230Net earnings (loss) (a) 226Diluted earnings (loss) from continuing operations per common share (a) 0.52Diluted net earnings (loss) per common share (a) 0.52

(a) Attributable to International Paper Company common shareholders.

Joint Ventures2013: On January 14, 2013, International Paper and Brazilian corrugated packaging producer, Jari Celulose Embalagens e papel S.A. (Jari), a Grupo Orsacompany, formed Orsa International Paper Embalagens S.A. (Orsa IP). The new entity, in which International Paper holds a 75% stake, includes threecontainerboard mills and four box plants, which make up Jari's former industrial packaging assets. This acquisition supports the Company's strategy ofgrowing its global packaging presence and better serving its global customer base.

The value of International Paper's investment in Orsa IP is approximately $470 million. Because International Paper acquired majority control of the jointventure, Orsa IP's financial results have been consolidated with our Industrial Packaging segment from the date of formation on January 14, 2013.

Due to the timing of the completion of the acquisition, certain assumptions and estimates were used in determining the preliminary purchase price allocation.Those assumptions and estimates primarily related to the amounts allocated to Plants, properties and equipment and Deferred taxes, as work is still ongoing todetermine the fair value of those assets and liabilities at the acquisition date. Therefore, the amount disclosed may change materially as the purchase priceallocation is refined. The purchase price allocation is expected to be finalized during the fourth quarter of 2013.

The following table summarizes the preliminary allocation of the purchase price to the fair value of assets and liabilities acquired as of January 14, 2013.

In millions Cash and temporary investments $ 16Accounts and notes receivable, net 5Inventory 27Plants, properties and equipment 321Goodwill 210Other intangible assets 125Other long-term assets 3Total assets acquired 707Accounts payable and accrued liabilities 10

Deferred income tax liability 72Total liabilities assumed 82Noncontrolling interest 155Net assets acquired $ 470

The identifiable intangible assets acquired in connection with the Orsa IP acquisition included the following:

In millionsEstimated

Fair Value

AverageRemainingUseful Life

(at acquisition date)Asset Class: Customer relationships $ 97 12 yearsTrademark 4 6 yearsWood supply agreements 24 25 yearsTotal $ 125

Pro forma information related to the acquisition of Orsa IP has not been included as it does not have a material effect on the Company's consolidated results ofoperations.

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Due to the complex organizational structure of Orsa IP's operations, and the extended time required to prepare consolidated financial information in accordancewith accounting principles generally accepted in the United States, the Company reports its share of Orsa IP's operating results on a one-month lag basis.

NOTE 8 - BUSINESSES HELD FOR SALE, DIVESTITURES AND IMPAIRMENTSDiscontinued Operations

2013: On February 13, 2013, the Company entered into an agreement to sell Temple-Inland's 50% interest in Del-Tin Fiber L.L.C. (Del-Tin) to joint venturepartner Deltic Timber Corporation (Deltic) for $20 million in assumed liabilities and cash. Accordingly, the Del-Tin assets will be excluded from the sale toGeorgia-Pacific and the purchase price under our sale agreement with Georgia-Pacific will be adjusted to $710 million. The operating results of the Temple-Inland Building Products business have been included in Discontinued operations from the date of acquisition. The assets of this business, totaling $775million and $759 million at March 31, 2013 and December 31, 2012, respectively, are included in Assets of businesses held for sale in current assets in theaccompanying consolidated balance sheet at March 31, 2013 and December 31, 2012. Included in these amounts are $26 million and $153 million related togoodwill and intangibles, respectively. The liabilities of this business, totaling $43 million and $44 million at March 31, 2013 and December 31, 2012,respectively, are included in Liabilities of businesses held for sale in the accompanying consolidated balance sheet at March 31, 2013 and December 31, 2012.2012: Upon the acquisition of Temple-Inland, management committed to a plan to sell the Temple-Inland Building Products business, and on December 12,2012, International Paper reached an agreement to sell the business (including Del-Tin) to Georgia-Pacific for $750 million in cash, subject to satisfaction ofcustomary closing conditions, including satisfactory review by the DOJ, and to certain pre- and post-closing purchase price adjustments. The assets to be soldinclude 16 manufacturing facilities.

Other Divestitures and Impairments2012: During the three months ended March 31, 2012, the Company recorded a pre-tax gain of 7 million ($6 million after taxes) to adjust the previouslyestimated loss on the sale of the Company’s Shorewood business. The sale of the Shorewood non-U.S. business was completed in January 2012. This chargeis included in Net (gains) losses on sales and impairments of businesses in the accompanying consolidated statement of operations.

As referenced in Note 7, on July 2, 2012, International Paper finalized the sales of its Ontario and Oxnard (Hueneme), California containerboard mills to New-Indy Containerboard LLC, and its New Johnsonville, Tennessee containerboard mill to Hood Container Corporation.

NOTE 9 - SUPPLEMENTAL FINANCIAL STATEMENT INFORMATIONTemporary Investments

In millions March 31, 2013 December 31, 2012Temporary investments $ 528 $ 934

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Accounts and Notes Receivable

In millions March 31, 2013 December 31, 2012Accounts and notes receivable, net:

Trade $ 3,577 $ 3,316Other 292 246Total $ 3,869 $ 3,562

Inventories

In millions March 31, 2013 December 31, 2012Raw materials $ 350 $ 360Finished pulp, paper and packaging 1,789 1,728Operating supplies 587 588Other 67 54Total $ 2,793 $ 2,730

Depreciation Expense

Three Months Ended

March 31,

In millions 2013 2012Depreciation expense $ 356 $ 345

Valuation AccountsCertain valuation accounts were as follows:

In millions March 31, 2013 December 31, 2012Accumulated depreciation $ 19,208 $ 18,934Allowance for doubtful accounts 107 119

There was no material activity related to asset retirement obligations during either of the three months ended March 31, 2013 or 2012.

InterestCash payments related to interest were as follows:

Three Months Ended

March 31,

In millions 2013 2012Interest payments $ 147 $ 92

Amounts related to interest were as follows:

Three Months Ended

March 31,

In millions 2013 2012Interest expense (a) $ 177 $ 183Interest income (a) 13 15Capitalized interest costs 4 6

(a) Interest expense and interest income exclude approximately $13 million and $8 million for the three months ended March 31, 2013 and 2012, respectively, related to investmentsin and borrowings from variable interest entities for which the Company has a legal right of offset (see Note 13).

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Postretirement Benefit Expense

The components of the Company’s postretirement benefit expense were as follows:

Three Months Ended

March 31,

In millions 2013 2012Service cost $ — $ 1

Interest cost 4 5Actuarial loss 3 2Amortization of prior service credit (6) (7)Net postretirement benefit expense $ 1 $ 1

NOTE 10 - GOODWILL AND OTHER INTANGIBLESGoodwill

The following table presents changes in goodwill balances as allocated to each business segment for the three-month period ended March 31, 2013:

In millionsIndustrialPackaging

PrintingPapers

ConsumerPackaging Distribution Total

Balance as of January 1, 2013 Goodwill $ 3,165 $ 2,396 $ 1,783 $ 400 $ 7,744Accumulated impairment losses (a) — (1,765) (1,664) — (3,429)

3,165 631 119 400 4,315Reclassifications and other (b) 3 4 1 — 8Additions/reductions 210 (c) (6) (d) — — 204Balance as of March 31, 2013

Goodwill 3,378 2,394 1,784 400 7,956Accumulated impairment losses (a) — (1,765) (1,664) — (3,429)

Total $ 3,378 $ 629 $ 120 $ 400 $ 4,527

(a) Represents accumulated goodwill impairment charges since the adoption of ASC 350, “Intangibles – Goodwill and Other” in 2002.(b) Represents the effects of foreign currency translations and reclassifications.(c) Primarily represents Orsa IP, the newly formed joint venture in Brazil.(d) Reflects a reduction from tax benefits generated by the deduction of goodwill amortization for tax purposes in Brazil.

Other IntangiblesIdentifiable intangible assets comprised the following:

March 31, 2013 December 31, 2012

In millions

GrossCarryingAmount

AccumulatedAmortization

GrossCarryingAmount

AccumulatedAmortization

Customer relationships and lists $ 745 $ 121 $ 644 $ 112Non-compete agreements 84 32 83 30Tradenames, patents and trademarks 165 17 144 16Land and water rights 72 6 87 6Fuel and power agreements 25 20 17 12Software 23 19 22 19Other 102 19 83 19

Total $ 1,216 $ 234 $ 1,080 $ 214

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The Company recognized the following amounts as amortization expense related to intangible assets:

Three Months Ended

March 31,

In millions 2013 2012Amortization expense related to intangible assets $ 17 $ 8

NOTE 11 - INCOME TAXESInternational Paper made income tax payments, net of refunds, as follows:

Three Months Ended

March 31,

In millions 2013 2012Income tax payments, net $ 90 $ 5

The following table presents a rollforward of unrecognized tax benefits and related accrued estimated interest and penalties for the three months endedMarch 31, 2013:

In millionsUnrecognizedTax Benefits

Accrued EstimatedInterest and Tax

PenaltiesBalance at December 31, 2012 $ (972) $ (104)Activity for three months ended March 31, 2013 99 20Balance at March 31, 2013 $ (873) $ (84)

The Company currently estimates that, as a result of ongoing discussions, pending tax settlements and expirations of statutes of limitations, the amount ofunrecognized tax benefits could be reduced by approximately $750 million during the next 12 months and approximately $680 million of this reduction willpositively impact the effective rate.

Included in the Company’s income tax provisions for the three months ended March 31, 2013 and 2012, are $116 million and $25 million of income taxbenefits, respectively, related to special items. The components of the net provision related to special items were as follows:

Three Months Ended

March 31,

In millions 2013 2012Special items and other charges:

Restructuring and other charges $ (27) $ (28)Tax-related adjustments:

Temple-Inland acquisition — 3IRS audit settlement (91) —Other 2 —

Income tax provision (benefit) related to special items $ (116) $ (25)

NOTE 12 - COMMITMENTS AND CONTINGENCIESEnvironmental ProceedingsInternational Paper has been named as a potentially responsible party in environmental remediation actions under various federal and state laws, including theComprehensive Environmental Response, Compensation and Liability Act (CERCLA). Many of these proceedings involve the cleanup of hazardoussubstances at large commercial landfills that received waste from many different sources. While joint and several liability is authorized under CERCLA andequivalent state laws, as a practical matter, liability for CERCLA cleanups is typically allocated among the many potential responsible parties. Remedial costsare recorded in the consolidated financial statements when they become probable and reasonably estimable. International Paper has estimated the probableliability associated with these matters to be approximately $90 million in the aggregate.

Cass Lake: One of the matters referenced above is a closed wood treating facility located in Cass Lake, Minnesota. During 2009, in connection with anenvironmental site remediation action under CERCLA, International Paper submitted to the EPA a site remediation feasibility study. In June 2011, the EPAselected and published a proposed soil remedy at the site with an estimated cost of $46 million. The overall remediation reserve for the site is currently $47million to address this selection of an

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alternative for the soil remediation component of the overall site remedy . In October 2011, the EPA released a public statement indicating that the final soilremedy decision would be delayed. In the unlikely event that the EPA changes its proposed soil remedy and approves instead a more expensive clean-upalternative, the remediation costs could be material, and significantly higher than amounts currently recorded. In October 2012, the Natural Resource Trusteesfor this site provided notice to International Paper and other potentially responsible parties of their intent to perform a Natural Resource Damage Assessment. Itis premature to predict the outcome of the assessment or to estimate a loss or range of loss, if any, which may be incurred.

Other: In addition to the above matters, other remediation costs typically associated with the cleanup of hazardous substances at the Company’s current,closed or formerly-owned facilities, and recorded as liabilities in the balance sheet, totaled approximately $46 million at March 31, 2013. Other than asdescribed above, completion of required remedial actions is not expected to have a material effect on our consolidated financial statements.

Kalamazoo River: The Company is a potentially responsible party with respect to the Allied Paper, Inc./Portage Creek/Kalamazoo River Superfund Site(Kalamazoo River Superfund Site) in Michigan. The EPA asserts that the site is contaminated primarily by PCBs as a result of discharges from various papermills located along the river, including a paper mill formerly owned by St. Regis Paper Co. (St. Regis). The Company is a successor in interest to St. Regis.International Paper has not received any orders from the EPA with respect to the site and is in the process of collecting information from the EPA and otherparties relative to the Kalamazoo River Superfund Site to evaluate the extent of its liability, if any, with respect to the site. Accordingly, it is premature toestimate a loss or range of loss with respect to this site.

Also in connection with the Kalamazoo River Superfund Site, the Company was named as a defendant by Georgia-Pacific Consumer Products LP, Fort JamesCorporation and Georgia Pacific LLC in a contribution and cost recovery action for alleged pollution at the Kalamazoo River Superfund Site. The suit seekscontribution under CERCLA for $79 million in costs purportedly expended by plaintiffs as of the filing of the complaint and for future remediation costs.The suit alleges that a mill, during the time it was allegedly owned and operated by St. Regis, discharged PCB contaminated solids and paper residualsresulting from paper de-inking and recycling. Also named as defendants in the suit are NCR Corporation and Weyerhaeuser Company. In mid-2011, the suitwas transferred from the District Court for the Eastern District of Wisconsin to the District Court for the Western District of Michigan. The trial of the initialliability phase took place in February 2013, although there has not yet been any decision regarding the Company's liability. The Company thus believes it ispremature to predict the outcome or to estimate a loss or range of loss, if any, which may be incurred.

Harris County: International Paper and McGinnis Industrial Maintenance Corporation, a subsidiary of Waste Management, Inc., are potentially responsibleparties at the San Jacinto River Waste Pits Superfund Site (San Jacinto River Superfund Site) in Harris County, Texas, and have been actively participating ininvestigation and remediation activities at this Superfund site. In December 2011, Harris County, Texas filed a suit against the Company in Harris CountyDistrict Court seeking civil penalties with regard to the alleged discharge of dioxin into the San Jacinto River since 1965 from waste impoundments that arepart of the San Jacinto River Superfund Site. Also named as defendants in this action are McGinnis Industrial Maintenance Corporation, Waste Management,Inc. and Waste Management of Texas Inc. Harris County is seeking civil penalties pursuant to the Texas Water Code, which provides for the imposition ofcivil penalties between $50 and $25,000 per day. The case is in the discovery phase and it is therefore premature to predict the outcome or to estimate a loss orrange of loss, if any, which may be incurred.

In October 2012, a civil lawsuit was filed against the same defendants, including the Company, in the District Court of Harris County by what are now 6 5 9plaintiffs seeking medical monitoring and damages with regard to the alleged discharge of dioxin into the San Jacinto River since 1965 from wasteimpoundments that are a part of the San Jacinto Superfund Site. This case is in the discovery phase and it is therefore premature to predict the outcome or toestimate a loss or range of loss, if any, which may be incurred. In December 2012, residents of an up-river neighborhood filed a civil action against the samedefendants, including the Company, in the District Court of Harris County alleging property damage and personal injury from the alleged discharge of dioxininto the San Jacinto River from the San Jacinto Superfund Site. This case is in the discovery phase and it is therefore premature to predict the outcome or toestimate a loss or range of loss, if any, which may be incurred.

Bogalusa: In August 2011, Temple-Inland's Bogalusa, Louisiana paper mill received predictive test results indicating that Biochemical Oxygen Demand(BOD) limits for permitted discharge from the wastewater treatment pond into the Pearl River were exceeded after an upset condition at the mill andsubsequently confirmed reports of a fish kill on the Pearl River (the Bogalusa Incident). Temple-Inland initiated a full mill shut down, notified the LouisianaDepartment of Environmental Quality (LDEQ) of the situation and took corrective actions to restore the water quality of the river. On September 2, 2011,Bogalusa mill operations were restarted upon receiving approval from the LDEQ. The LDEQ, the Mississippi DEQ, and other regulatory agencies in thosestates have each given notice of intent to levy penalties and recover restitution damages resulting from the Bogalusa Incident. To date, we have settled for a totalof approximately $1 million the known claims of various Mississippi regulatory agencies and the Louisiana Department of Wildlife and Fisheries (LDWF). InSeptember 2012, the settlement with

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the LDWF for restitution damages related to the Bogalusa Incident was vacated by a state district court. However, on January 15, 2013, the state Court ofAppeals reversed the trial court's decision, upheld the validity of the LDWF settlement and dismissed the underlying lawsuit. On February 14, 2013, theplaintiff appealed the Court of Appeals' decision to the Louisiana Supreme Court and on April 19, 2013, the Supreme Court denied the appeal. The LDEQhas not yet levied a civil enforcement penalty. Such a penalty is expected, however, and is likely to exceed $1 million, but is not expected to be material. A pleaagreement has been reached with the U.S. Attorney's Office in New Orleans as a result of a federal criminal investigation into the Bogalusa Incident. Pursuantto the plea agreement, on February 6, 2013, Temple-Inland subsidiary, TIN Inc., pleaded guilty in U.S. District Court to a misdemeanor violation of the CleanWater Act and a misdemeanor violation of the National Wildlife Refuge statute. The plea agreement which remains subject to court approval, provides for afinancial penalty, which is not material, and a two-year corporate probation period for TIN Inc. The Bogalusa Mill also expects LDEQ to levy a civil penaltyin an amount greater than $100,000, but not material, arising from an LDEQ environmental multi-media audit in 2011 and from air permit deviations self-disclosed by the mill in 2012.

Temple-Inland (or its affiliates) is a defendant in 28 civil lawsuits in Louisiana and Mississippi related to the Bogalusa Incident. Fifteen of these civil caseswere filed in Louisiana state court shortly after the incident and have been removed and consolidated in an action pending in the U.S. District Court for theEastern District of Louisiana along with a civil case originally filed in that court. During August 2012, an additional 13 causes of action were filed in federalor state court in Mississippi and Louisiana. In October 2012, International Paper and the Plaintiffs' Steering Committee, the group of attorneys appointed bythe Louisiana federal court to organize and coordinate the efforts of all the plaintiffs in this litigation, reached a tentative understanding on key structural termsand an amount for resolution of the litigation. Preliminary approval for the proposed class action settlement was granted in December 2012. The deadline foropt-outs and objections to the proposed class action settlement was April 29, 2013. We do not have notice of any objections or opt-outs at this time. In theinterim, all civil litigation arising out of the August 2011 discharge has been stayed. We do not believe that a material loss is probable in this litigation.

Legal ProceedingsAntitrust: In September 2010, eight containerboard producers, including International Paper and Temple-Inland, were named as defendants in a purportedclass action complaint that alleged a civil violation of Section 1 of the Sherman Act. The suit is captioned Kleen Products LLC v. Packaging Corp. ofAmerica (N.D. Ill.). The complaint alleges that the defendants, beginning in August 2005 through November 2010, conspired to limit the supply and therebyincrease prices of containerboard products. The alleged class is all persons who purchased containerboard products directly from any defendant for use ordelivery in the United States during the period August 2005 to the present. The complaint seeks to recover an unspecified amount of treble actual damages andattorney’s fees on behalf of the purported class. Four similar complaints were filed and have been consolidated in the Northern District of Illinois. Moreover, inJanuary 2011, International Paper was named as a defendant in a lawsuit filed in state court in Cocke County, Tennessee alleging that International Paperviolated Tennessee law by conspiring to limit the supply and fix the prices of containerboard from mid-2005 to the present. Plaintiffs in the state court actionseek certification of a class of Tennessee indirect purchasers of containerboard products, damages and costs, including attorneys’ fees. The Companydisputes the allegations made and intends to vigorously defend each action. However, because the Kleen Products case is in the discovery phase and theTennessee action is in the preliminary stages, we are unable to predict an outcome or estimate a range of reasonably possible loss.

In late December 2012, purchasers of gypsum board filed purported class action complaints alleging civil violations of Section 1 of the Sherman Act againstTemple-Inland and a number of other gypsum manufacturers in three separate actions. Two of the actions were filed in the U.S. District Court for the EasternDistrict of Pennsylvania (E.D. PA) and one in the U.S. District Court for the Northern District of Illinois (N.D. IL). The case in the N.D. IL was voluntarilydismissed in December. Since that time, 26 additional actions were collectively filed between the E.D. PA and the N.D. IL and the U.S. District Court for theWestern District of North Carolina (W.D. NC), on behalf of direct and indirect purchasers. The complaints are similar and allege that the gypsummanufacturers conspired or otherwise reached agreements to: (1) raise prices of gypsum board either from 2008 or 2011 through the present; (2) avoid priceerosion by ceasing the practice of issuing job quotes; and (3) restrict supply through downtime and limit order fulfillment. The alleged classes are all personswho purchased gypsum board and/or gypsum finishing products directly or indirectly from any defendant and the conspiracy is alleged to have commencedon or before either September 2011 or January 2008. The complainants seek to recover unspecified treble actual damages and attorneys' fees on behalf of thepurported classes. On April 8, 2013, the Judicial Panel on Multidistrict Litigation ordered transfer of all pending cases to E.D. PA for coordinated andconsolidated pretrial proceedings. The Company disputes the allegations made and intends to vigorously defend the consolidated action. Because the cases arenow being consolidated and are in preliminary stages, we are unable to predict an outcome or estimate a range of reasonably possible loss. However, we do notbelieve that any loss is probable.

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Guaranty Bank: As we have previously disclosed, Temple-Inland was named as a defendant in a lawsuit filed in August 2011 in the United States DistrictCourt for the Northern District of Texas captioned Tepper v. Temple-Inland Inc. This lawsuit was brought by the liquidation trustee for Guaranty FinancialGroup, Inc., Temple-Inland’s former financial services business which was spun off by Temple-Inland in 2007, on behalf of certain creditors of thebusiness. The lawsuit alleged, among other things, that Temple-Inland and certain of its affiliates, officers, and directors caused the failure of GuarantyFinancial Group and its wholly-owned subsidiary Guaranty Bank and asserted various claims related to the failure. In October 2012, the Company enteredinto a settlement with the liquidation trustee and the Federal Deposit Insurance Corporation (FDIC) to resolve this litigation. The settlement, which has beenapproved by the bankruptcy court, resolved all claims related to the spin-off and subsequent failure of Guaranty Bank that have been or could be asserted bythe trustee or the FDIC, in its capacity as Receiver of Guaranty Bank, against Temple-Inland and its affiliates or any of its former officers, directors oremployees. In exchange for this full release from liability, Temple-Inland agreed to release certain bankruptcy-related claims it and other defendants asserted inthe Guaranty Financial Group bankruptcy, and to make $80 million in payments ($38 million to the trustee and $42 million to the FDIC) (the SettlementAmount), a portion of which will be tax deductible. In December 2012, the settlement was closed and the Settlement Amount was paid and releases wereexchanged. The Company expects to recover a significant portion of the Settlement Amount, plus defense costs incurred, from insurers.

Temple-Inland is also a defendant in a lawsuit captioned North Port Firefighters’ Pension v. Temple-Inland Inc., filed in November 2011 in the UnitedStates District Court for the Northern District of Texas and subsequently amended. The lawsuit alleges a class action against Temple-Inland and certainindividual defendants contending that Temple-Inland and certain individual defendants misrepresented the financial condition of Guaranty Financial Groupduring the period December 12, 2007 through August 24, 2009. Temple-Inland distributed the stock of Guaranty Financial Group to its shareholders onDecember 28, 2007, after which Guaranty Financial Group was an independent, publicly held company. The action is pled as a securities claim on behalf ofpersons who acquired Guaranty Financial Group stock during the putative class period. Although focused chiefly on statements made by Guaranty FinancialGroup to its shareholders after it was an independent, publicly held company, the action repeats many of the same allegations of fact made in the Tepperlitigation. On June 20, 2012, all defendants in the lawsuit filed motions to dismiss the amended complaint.

On March 28, 2013, the district granted Temple-Inland's and the individual defendants' motions to dismiss without prejudice. The plaintiff must first seekthe court's leave prior to filing any amended complaint against the Company. The Company believes the claims made against Temple-Inland in the NorthPort lawsuit are without merit, and we intend to defend them vigorously.

Each of the individual defendants in both the Tepper litigation and the North Port litigation has requested advancement of their costs of defense from Temple-Inland and has asserted a right to indemnification by Temple-Inland. We believe that all or part of these defense costs, a portion of the settlement amount in theTepper litigation and any potential damages awarded against the individual defendants in the North Port litigation and covered by any Temple-Inlandindemnity would be covered losses under Temple-Inland’s directors and officers insurance. The carriers under the applicable policies have been notified of theclaims and each has responded with a reservation of rights letter.

Tax: The Company is currently being challenged by Brazilian tax authorities concerning the statute of limitations related to the use of certain tax credits. TheCompany is appealing an unfavorable March 2012 administrative court ruling. The potential loss to the Company in the event of a final unfavorable outcomeis approximately $32 million.

General: The Company is involved in various other inquiries, administrative proceedings and litigation relating to environmental and safety matters, laborand employment, contracts, sales of property, personal injury, property damage and other matters, some of which allege substantial monetary damages. Whileany proceeding or litigation has the element of uncertainty, the Company believes that the outcome of any of the lawsuits or claims that are pending orthreatened or all of them combined (other than those that cannot be assessed due to their preliminary nature) will not have a material effect on its consolidatedfinancial statements.

NOTE 13 - VARIABLE INTEREST ENTITIES AND PREFERRED SECURITIES OF SUBSIDIARIESVariable Interest Entities

In connection with the 2006 sale of approximately 5.6 million acres of forestlands, International Paper received installment notes (the Timber Notes) totalingapproximately $4.8 billion. The Timber Notes, which do not require principal payments prior to their August 2016 maturity, are supported by irrevocableletters of credit obtained by the buyers of the forestlands.

During 2006, International Paper contributed the Timber Notes to newly formed entities (the Borrower Entities) in exchange for Class A and Class B interestsin these entities. Subsequently, International Paper contributed its $200 million Class A interests in the Borrower Entities, along with approximately $400million of International Paper promissory notes, to other

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newly formed entities (the Investor Entities, and together with the Borrower Entities, the Entities) in exchange for Class A and Class B interests in theseentities, and simultaneously sold its Class A interest in the Investor Entities to a third party investor. As a result, at December 31, 2006, International Paperheld Class B interests in the Borrower Entities and Class B interests in the Investor Entities valued at approximately $5.0 billion. International Paper did notprovide any financial support that was not previously contractually required for the three months ended March 31, 2013 and the year ended December 31,2012.

Following the 2006 sale of forestlands and creation of the Entities discussed above, the Timber Notes were used as collateral for borrowings from third partylenders, which effectively monetized the Timber Notes. Provisions of certain loan agreements require any bank issuing letters of credit supporting the TimberNotes to maintain a credit rating at or above a specified threshold. In the event the credit rating of a letter of credit bank is downgraded below the specifiedthreshold, the letters of credit must be replaced within 60 days with letters of credit from a qualifying financial institution or for one of the letter of creditbanks, collateral must be posted. The Company, retained to provide management services for the third-party entities that hold the Timber Notes, has, asrequired by the loan agreements, successfully replaced banks that fell below the specified threshold.

Also during 2006, the Entities acquired approximately $4.8 billion of International Paper debt obligations for cash, resulting in a total of approximately $5.2billion of International Paper debt obligations held by the Entities at December 31, 2006. The various agreements entered into in connection with thesetransactions provide that International Paper has, and intends to affect, a legal right to offset its obligation under these debt instruments with its investments inthe Entities. Accordingly, for financial reporting purposes, International Paper has offset approximately $5.2 billion of Class B interests in the Entities against$5.3 billion of International Paper debt obligations held by these Entities at March 31, 2013 and December 31, 2012. Despite the offset treatment, these remaindebt obligations of International Paper. Remaining borrowings of $85 million and $79 million at March 31, 2013 and December 31, 2012, respectively, areincluded in Long-term debt in the accompanying consolidated balance sheet. Additional debt related to the above transaction of $79 million is included inNotes payable and current maturities of long-term debt at March 31, 2013 and December 31, 2012.

On October 7, 2011, Moody’s Investor Services reduced its credit rating of senior unsecured long-term debt of the Royal Bank of Scotland Group Plc, whichissued letters of credit that support $1.6 billion of Timber Notes, below the specified threshold. On November 22, 2011, letters of credit worth $707 millionwere replaced by another qualifying institution. The Company and the third party managing member agreed to extend the 60 day deadline, and then, onFebruary 10, 2012, letters of credit worth $135 million were replaced by another qualifying institution. Fees of $5 million were incurred in connection withthese replacements. The Company and the third party managing member instituted a replacement waiver for the remaining $797 million, and then on July 25,2012, these letters of credit were successfully replaced by another qualifying institution. In the event the credit rating of the letter of credit bank is downgradedbelow a specified threshold, the new bank is required to provide credit support for its obligation. Fees of $5 million were incurred in connection with thisreplacement.

On November 29, 2011, Standard and Poor's reduced its credit rating of senior unsecured long-term debt of Lloyds TSB Bank Plc, which issued letters ofcredit that support $1.2 billion of the Timber Notes, below the specified threshold. The letters of credit were successfully replaced by another qualifyinginstitution. Fees of $4 million were incurred in connection with this replacement.

On January 23, 2012, Standard and Poor's reduced its credit rating of senior unsecured long-term debt of Société Générale SA, which issued letters of creditthat support $666 million of the Timber Notes, below the specified threshold. The letters of credit were successfully replaced by another qualifyinginstitution. Fees of $5 million were incurred in connection with this replacement.

Activity between the Company and the Entities was as follows:

Three Months Ended

March 31,

In millions 2013 2012Revenue (a) $ 13 $ 8Expense (a) 22 20Cash receipts (b) 19 15Cash payments (c) 45 40

(a) The net expense related to the Company’s interest in the Entities is included in the accompanying consolidated statement of operations, as International Paper has and intends toaffect its legal right to offset as discussed above.

(b) The cash receipts are equity distributions from the Entities to International Paper.(c) The semi-annual payments are related to interest on the associated debt obligations discussed above.

Based on an analysis of the Entities discussed above under guidance that considers the potential magnitude of the variability in the structures and which partyhas a controlling financial interest, International Paper determined that it is not the primary

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beneficiary of the Entities, and therefore, does not consolidate its investments in these entities. It was also determined that the source of variability in thestructures is the value of the Timber Notes, the assets most significantly impacting the structure’s economic performance. The credit quality of the TimberNotes is supported by irrevocable letters of credit obtained by third party buyers which are 100% cash collateralized. International Paper analyzed which partyhas control over the economic performance of each entity, and concluded International Paper does not have control over significant decisions surrounding theTimber Notes and letters of credit and therefore is not the primary beneficiary. The Company’s maximum exposure to loss equals the value of the TimberNotes; however, an analysis performed by the Company concluded the likelihood of this exposure is remote.

International Paper also held a variable interest in financing entities that were used to monetize long-term notes received from the sale of forestlands in 2002.International Paper transferred notes (the Monetized Notes, with an original maturity of 10 years from inception) and cash having a value of approximately$500 million to the entities in exchange for preferred interests, and accounted for the transfers as a sale of the notes with no associated gain or loss. In the sameperiod, the entities acquired approximately $500 million of International Paper debt obligations for cash. International Paper has no obligation to make anyfurther capital contributions to these entities and did not provide any financial support that was not previously contractually required during the three monthsended March 31, 2013 and the year ended December 31, 2012.

On May 31, 2011, the third party equity holder of the 2002 financing entities retired its Class A interest in the entities for $51 million. As a result of theretirement, effective May 31, 2011, International Paper owns 100% of the 2002 financing entities. Based on an analysis performed by the Company after theretirement, under guidance that considers the potential magnitude of the variability in the structure and which party has a controlling financial interest,International Paper determined that it is the primary beneficiary of the 2002 financing entities and thus consolidated the entities effective May 31, 2011.

During the three months ended March 31, 2012, approximately $111 million of the 2002 Monetized Notes matured. Cash receipts upon maturity were used topay the associated debt obligations. Effective June 1, 2012, International Paper liquidated its interest in the 2002 financing entities.

The use of the above entities facilitated the monetization of the credit enhanced Timber and Monetized Notes in a cost effective manner by increasing theborrowing capacity and lowering the interest rate while continuing to preserve the tax deferral that resulted from the forestlands installment sales and the offsetaccounting treatment described above.

In connection with the acquisition of Temple-Inland in February 2012, two special purpose entities became wholly-owned subsidiaries of International Paper.

In October 2007, Temple-Inland sold 1.55 million acres of timberland for $2.38 billion. The total consideration consisted almost entirely of notes due in 2027issued by the buyer of the timberland, which Temple-Inland contributed to two wholly-owned, bankruptcy-remote special purpose entities. The notes areshown in Financial assets of special purpose entities in the accompanying consolidated balance sheet and are supported by $2.38 billion of irrevocable lettersof credit issued by three banks, which are required to maintain minimum credit ratings on their long-term debt. In the third quarter of 2012, InternationalPaper completed its preliminary analysis of the acquisition date fair value of the notes and determined it to be $2.09 billion. As a result of this analysis,Financial assets of special purpose entities decreased by $292 million and Goodwill increased by the same amount. As of March 31, 2013, the fair value ofthe notes was $2.22 billion.

In December 2007, Temple-Inland’s two wholly-owned special purpose entities borrowed $2.14 billion shown in Nonrecourse financial liabilities of specialpurpose entities. The loans are repayable in 2027 and are secured only by the $2.38 billion of notes and the irrevocable letters of credit securing the notes andare nonrecourse to us. The loan agreements provide that if a credit rating of any of the banks issuing the letters of credit is downgraded below the specifiedthreshold, the letters of credit issued by that bank must be replaced within 30 days with letters of credit from another qualifying financial institution. In thethird quarter of 2012, International Paper completed its preliminary analysis of the acquisition date fair value of the borrowings and determined it to be $2.03billion. As a result of this analysis, Nonrecourse financial liabilities of special purpose entities decreased by $110 million and Goodwill decreased by the sameamount. As of March 31, 2013, the fair value of this debt was $2.13 billion.

On January 23, 2012, Standard and Poor's reduced its credit rating of senior unsecured long-term debt of Société Générale SA, which issued letters of creditthat support $506 million of the 2007 Monetized Notes, below the specific threshold. These letters of credit were successfully replaced by another qualifyinginstitution. Fees of $2 million were incurred in connection with this replacement.

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Activity between the Company and the 2007 financing entities was as follows:

Three Months Ended

March 31,

In millions 2013 2012Revenue (a) $ 7 $ 2Expense (b) 8 4Cash receipts (c) 2 3Cash payments (d) 6 5

(a) The revenue is included in Interest expense, net in the accompanying consolidated statement of operations and includes $5 million of accretion income for the amortization of the

purchase accounting adjustment on the Financial assets of special purpose entities.(b) The expense is included in Interest expense, net in the accompanying consolidated statement of operations and includes $2 million of accretion expense for the amortization of the

purchase accounting adjustment on the Nonrecourse financial liabilities of special purpose entities.(c) The cash receipts are interest received on the Financial assets of special purpose entities.(d) The cash payments are interest paid on Nonrecourse financial liabilities of special purpose entities.

Preferred Securities of SubsidiariesIn March 2003, Southeast Timber, Inc. (Southeast Timber), a consolidated subsidiary of International Paper, issued $150 million of preferred securities to aprivate investor with future dividend payments based on LIBOR. Southeast Timber, which through a subsidiary initially held approximately 1.5 millionacres of forestlands in the southern United States, was International Paper’s primary vehicle for sales of southern forestlands. As of March 31, 2013,substantially all of these forestlands have been sold. On March 27, 2013, Southeast Timber redeemed its Class A common shares owned by the privateinvestor for $150 million. As a result, Noncontrolling interests decreased by $150 million in the accompanying consolidated balance sheet. Distributions paidto the third-party investor were $1 million for each of the three months ended March 31, 2013 and 2012. The expense related to these preferred securities isshown in Net earnings (loss) attributable to noncontrolling interests in the accompanying consolidated statement of operations.

NOTE 14 - DEBT

Amounts related to early debt extinguishment during the three months ended March 31, 2013 and 2012 were as follows:

Three Months Ended

March 31,

In millions 2013 2012Early debt reductions (a) $ 26 $ 30Pre-tax early debt extinguishment costs (b) 6 16

(a) Reductions related to notes with interest rates ranging from 6.38% to 7.95% with original maturities from 2014 to 2018 for the three months ended March 31, 2013 and 7.82%to 7.95% with original maturities from 2012 to 2018 for the three months ended March 31, 2012.

(b) Amounts are included in Restructuring and Other Charges in the accompanying consolidated statements of operations.

During the first quarter of 2013, International Paper borrowed $260 million under a receivable securitization facility at a rate of 0.95% payable monthly. As ofMarch 31, 2013, $200 million of these borrowings have been repaid.

In February 2012, International Paper borrowed $1.2 billion under a term loan with an initial interest rate of LIBOR plus a margin of 138 basis points thatvaries depending on the credit rating of the Company and entered into a $200 million term loan with an interest rate of LIBOR plus a margin of 175 basispoints, both with maturity dates in 2017. The proceeds from these borrowings were used, along with available cash, to fund the acquisition of Temple-Inland.During 2012, International Paper fully repaid the $1.2 billion term loan.

At March 31, 2013, the fair value of International Paper’s $10.2 billion of debt was approximately $12.2 billion. The fair value of the Company’s long-termdebt is estimated based on the quoted market prices for the same or similar issues. International Paper’s long-term debt is classified as Level 2 within the fairvalue hierarchy, which is further defined in Note 12 in the Company’s Annual Report on Form 10-K for the year ended December 31, 2012.

Maintaining an investment-grade credit rating is an important element of International Paper’s financing strategy. At March 31, 2013, the Company held long-term credit ratings of BBB (stable outlook) and Baa3 (stable outlook) by S&P and Moody’s, respectively.

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NOTE 15 - DERIVATIVES AND HEDGING ACTIVITIESAs a multinational company we are exposed to market risks, such as changes in interest rates, currency exchanges rates and commodity prices.

For detailed information regarding the Company’s hedging activities and related accounting, refer to Note 13 in the Company’s Annual Report on Form 10-Kfor the fiscal year ended December 31, 2012.

The notional amounts of qualifying and non-qualifying financial instruments used in hedging transactions were as follows:

In millions March 31, 2013 December 31, 2012 Derivatives in Cash Flow Hedging Relationships: Foreign exchange contracts (Sell / Buy; denominated in sell notional): (a)

Brazilian real / U.S. dollar - Forward 610 — British pounds / Brazilian real – Forward 8 13 European euro / Brazilian real – Forward 8 13 European euro / Polish zloty – Forward 158 149 U.S. dollar / Brazilian real – Forward 453 238 U.S. dollar / Brazilian real – Zero-cost collar 18 18

Derivatives Not Designated as Hedging Instruments: Embedded derivative (in USD) — 150 Foreign exchange contracts (Sell / Buy; denominated in sell notional): (b)

Indian rupee / U.S. dollar 140 140 Thai baht / U.S. dollar 261 261 U.S. dollar / British pounds 55 — U.S. dollar / European euro 25 — U.S. dollar / Turkish lira — 56

Interest rate contracts (in USD) — 150 (c)

(a) These contracts had maturities of three years or less as of March 31, 2013.(b) These contracts had maturities of one year or less as of March 31, 2013.(c) Includes $150 million floating-to-fixed interest rate swap notional to offset the embedded derivative.

The following table shows gains or losses recognized in AOCI, net of tax, related to derivative instruments:

Gain (Loss)Recognized in

AOCIon Derivatives

(Effective Portion)


In millions 2013 2012Foreign exchange contracts $ 5 $ 28Natural gas contracts — (1)Total $ 5 $ 27

During the next 12 months, the amount of the March 31, 2013 AOCI balance, after tax, that is expected to be reclassified to earnings is a loss of $3 million.

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The amounts of gains and losses recognized in the consolidated statement of operations on qualifying and non-qualifying financial instruments used inhedging transactions were as follows:

Gain (Loss)Reclassified from

AOCIinto Income

(Effective Portion)

Location of Gain (Loss)Reclassified from AOCI

into Income(Effective Portion)

Three Months Ended

March 31,

In millions 2013 2012 Derivatives in Cash Flow Hedging Relationships:

Foreign exchange contracts $ (3) $ — Cost of products soldNatural gas contracts — (4) Cost of products soldTotal $ (3) $ (4)

Gain (Loss) Recognized in Income

Location of Gain (Loss)In Consolidated

Statementof Operations

Three Months Ended

March 31,

In millions 2013 2012 Derivatives Not Designated as Hedging Instruments:

Electricity contact $ 1 $ (1) Cost of products soldEmbedded Derivatives (1) (1) Interest expense, netForeign exchange contracts (4) (4) Cost of products soldInterest rate contracts 6 5 Interest expense, netTotal $ 2 $ (1)

Fair Value Measurements

For a discussion of the Company’s fair value measurement policies under the fair value hierarchy, refer to Note 13 in the Company’s Annual Report on Form10-K for the fiscal year ended December 31, 2012.

The Company has not changed its valuation techniques for measuring the fair value of any financial assets or liabilities during the year. Transfers betweenlevels, if any, are recognized at the end of the reporting period.

The following table provides a summary of the impact of our derivative instruments in the consolidated balance sheet:

Fair Value MeasurementsLevel 2 – Significant Other Observable Inputs

Assets Liabilities

In millions March 31, 2013 December 31,

2012 March 31, 2013 December 31,

2012 Derivatives designated as hedging instruments

Foreign exchange contracts – cash flow $ 12 (a) $ 7 (b) $ 16 (d) $ 21 (f)Total derivatives designated as hedging instruments $ 12 $ 7 $ 16 $ 21 Derivatives not designated as hedging instruments

Electricity contract $ — $ — $ — $ 1 (e)Embedded derivatives — 1 (c) — — Foreign exchange contracts — 1 (c) 4 (e) — Interest rate contracts — — — 1 (e)

Total derivatives not designated as hedging instruments $ — $ 2 $ 4 $ 2 Total derivatives $ 12 $ 9 $ 20 $ 23

(a) Includes $5 million recorded in Other current assets and $7 million recorded in Deferred charges and other assets in the accompanying consolidated balance sheet.(b) Includes $3 million recorded in Other current assets and $4 million recorded in Deferred charges and other assets in the accompanying consolidated balance sheet.

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(c) Included in Other current assets in the accompanying consolidated balance sheet.(d) Includes $11 million recorded in Other accrued liabilities and $5 million recorded in Other liabilities in the accompanying consolidated balance sheet.(e) Included in Other accrued liabilities in the accompanying consolidated balance sheet.(f) Includes $20 million recorded in Other accrued liabilities and $1 million recorded in Other liabilities in the accompanying consolidated balance sheet.

The above contracts are subject to enforceable master netting arrangements that provide rights of setoff with each counterparty when amounts are payable onthe same date in the same currency or in the case of certain specified defaults. Management has made an accounting policy election to not offset the fair valueof recognized derivative assets and derivative liabilities in the consolidated balance sheet. The amounts owed to the counterparties and owed to the Companyare considered immaterial with respect to each counterparty and in the aggregate with all counterparties.

Credit-Risk-Related Contingent FeaturesCertain of the Company’s financial instruments used in hedging transactions are governed by industry standard netting agreements with counterparties. If thelower of the Company’s credit rating by Moody’s or S&P were to drop below investment grade, the Company would be required to post collateral for all of itsderivatives in a net liability position, although no derivatives would terminate. The fair values of derivative instruments containing credit risk-relatedcontingent features in a net liability position were $12 million and $18 million as of March 31, 2013 and December 31, 2012, respectively. The Companywas not required to post any collateral as of March 31, 2013 or December 31, 2012. For more information on credit-risk-related contingent features, refer toNote 13 in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2012.

NOTE 16 - RETIREMENT PLANSInternational Paper sponsors and maintains the Retirement Plan of International Paper Company (the “Pension Plan”), a tax-qualified defined benefit pensionplan that provides retirement benefits to substantially all U.S. salaried employees and hourly employees (receiving salaried benefits) hired prior to July 1,2004, and substantially all other U.S. hourly and union employees who work at a participating business unit regardless of hire date. These employeesgenerally are eligible to participate in the Pension Plan upon attaining 21 years of age and completing one year of eligibility service. U.S. salaried employees andhourly employees (receiving salaried benefits) hired after June 30, 2004, are not eligible for the Pension Plan, but receive a company contribution to theirindividual savings plan accounts.

The Pension Plan provides defined pension benefits based on years of credited service and either final average earnings (salaried employees and hourlyemployees receiving salaried benefits), hourly job rates or specified benefit rates (hourly and union employees). A detailed discussion of these plans ispresented in Note 15 to the consolidated financial statements included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31,2012.

In connection with the Temple-Inland acquisition in February 2012, International Paper assumed administrative responsibility for the Temple-InlandRetirement Plan, a defined benefit plan which covers substantially all employees of Temple-Inland.

Net periodic pension expense for our qualified and nonqualified U.S. defined benefit plans comprised the following:

Three Months Ended

March 31,

In millions 2013 2012Service cost $ 48 $ 38Interest cost 144 145Expected return on plan assets (182) (184)Actuarial loss 122 76Amortization of prior service cost 8 8Net periodic pension expense $ 140 $ 83

The Company’s funding policy for our pension plans is to contribute amounts sufficient to meet legal funding requirements, plus any additional amounts thatthe Company may determine to be appropriate considering the funded status of the plan, tax deductibility, the cash flows generated by the Company, and otherfactors. The Company expects that a cash contribution of $30 million will be required in 2013. The Company continually reassesses the amount and timing ofany discretionary contributions and could elect to make such a contribution in 2013. The nonqualified defined benefit plans are funded to the extent of benefitpayments, which totaled $5 million for the three months ended March 31, 2013.

NOTE 17 - STOCK-BASED COMPENSATIONInternational Paper has an Incentive Compensation Plan (ICP) which is administered by the Management Development and Compensation Committee of theBoard of Directors (the Committee). The ICP authorizes the grants of restricted stock,

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restricted or deferred stock units, performance awards payable in cash or stock upon the attainment of specified performance goals, dividend equivalents,stock options, stock appreciation rights, other stock-based awards and cash-based awards in the discretion of the Committee. A detailed discussion of theICP, including the stock option program and executive continuity award program that provided for tandem grants of restricted stock and stock options, ispresented in Note 17 to the consolidated financial statements included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31,2012. As of March 31, 2013, 17.5 million shares were available for grant under the ICP.

Stock-based compensation expense and related income tax benefits were as follows:

Three Months Ended

March 31,

In millions 2013 2012Total stock-based compensation expense (selling and administrative) $ 40 $ 31Income tax benefits related to stock-based compensation 59 40

At March 31, 2013, $189 million, net of estimated forfeitures, of compensation cost related to unvested restricted performance shares, executive continuityawards and restricted stock attributable to future service had not yet been recognized. This amount will be recognized in expense over a weighted-average periodof 2.1 years.

Performance Share PlanUnder the Performance Share Plan (PSP), awards are granted by the Committee to approximately 1,300 employees. Awards are earned based on the Company’sperformance achievement in relative return on investment (ROI) and total shareholder return (TSR) compared to peer groups. Awards are weighted 75% for ROIand 25% for TSR for all participants except for officers for whom awards are weighted 50% for ROI and 50% for TSR. The ROI component of the PSPawards is valued at the closing stock price on the day prior to the grant date. As the ROI component contains a performance condition, compensation expense,net of estimated forfeitures, is recorded over the requisite service period based on the most probable number of awards expected to vest. The TSR component ofthe PSP awards is valued using a Monte Carlo simulation as the TSR component contains a market condition. The Monte Carlo simulation estimates the fairvalue of the TSR component based on the expected term of the award, the risk-free rate, expected dividends, and the expected volatility for the Company andits competitors. The expected term was estimated based on the vesting period of the awards, the risk-free rate was based on the yield on U.S. Treasurysecurities matching the vesting period and the volatility was based on the Company’s historical volatility over the expected term.

Beginning with the 2011 PSP, grants will be made in performance-based restricted stock units (PSU’s). The PSP will continue to be paid in unrestrictedshares of Company stock.

PSP awards issued to certain members of senior management are liability awards, which are required to be remeasured at fair value at each balance sheet date.The valuation of these PSP liability awards is computed based on the same methodology as other PSP awards.

The following table sets forth the assumptions used to determine compensation cost for the market condition component of the PSP plan:

Three Months Ended

March 31, 2013 March 31, 2012Expected volatility 25.25% - 62.58% 36.67% - 55.33%Risk-free interest rate 0.20% - 0.99% 0.12% - 0.46%

The following summarizes the activity for PSP for the three months ended March 31, 2013:

Nonvested

Shares / Units

Weighted AverageGrant DateFair Value

Outstanding at December 31, 2012 8,660,855 $ 28.37Granted 3,148,445 40.76Shares Issued (a) (2,982,220) 32.65Forfeited (113,651) 33.55Outstanding at March 31, 2013 8,713,429 $ 31.32

(a) Includes 76,002 units held for payout at the end of the performance period.

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Stock Option ProgramThe Company discontinued its stock option program in 2004 for members of executive management, and in 2005 for all other eligible U.S. and non-U.S.employees.

A summary of option activity under the plan as of March 31, 2013 is presented below:

Options

WeightedAverage

Exercise Price

WeightedAverage

Remaining Life(years)

AggregateIntrinsicValue

(thousands)Outstanding at December 31, 2012 9,136,060 $ 38.79 Granted — — Exercised (4,811,785) 38.28 Expired (26,825) 38.27 Outstanding at March 31, 2013 4,297,450 $ 39.36 1.12 $ 15,244

All options were fully vested and exercisable as of March 31, 2013.

Executive Continuity and Restricted Stock Award ProgramThe following summarizes the activity of the Executive Continuity and Restricted Stock Award Program for the three months ended March 31, 2013:

Nonvested

Shares

Weighted AverageGrant DateFair Value

Outstanding at December 31, 2012 151,549 $ 30.49Granted 36,000 42.16Shares Issued (41,691) 33.87Forfeited (2,500) 25.24Outstanding at March 31, 2013 143,358 $ 32.53

NOTE 18 - INDUSTRY SEGMENT INFORMATIONInternational Paper’s industry segments, Industrial Packaging, Printing Papers, Consumer Packaging and Distribution, are consistent with the internalstructure used to manage these businesses. All segments are differentiated on a common product, common customer basis consistent with the businesssegmentation generally used in the Forest Products industry.

The Company also has a 50% equity interest in Ilim in Russia that is a separate reportable industry segment.

Sales by industry segment for the three months ended March 31, 2013 and 2012 were as follows:

Three Months Ended

March 31,

In millions 2013 2012Industrial Packaging $ 3,560 $ 3,115Printing Papers 1,540 1,560Consumer Packaging 830 810Distribution 1,385 1,475Corporate and Intersegment Sales (225) (305)Net Sales $ 7,090 $ 6,655

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Operating profit by industry segment for the three months ended March 31, 2013 and 2012 were as follows:

Three Months Ended

March 31, In millions 2013 2012 Industrial Packaging $ 355 (a) $ 215 (e)Printing Papers 149 146 (f)Consumer Packaging 7 (b) 103 (g)Distribution (5) (c) (2) (h)Operating Profit 506 462 Interest expense, net (164) (d) (168) Noncontrolling interests/equity earnings adjustment (i) — 4 Corporate items, net (22) (32) Restructuring and other charges (6) (16) Non-operating pension expense (84) (37) Earnings (loss) from continuing operations before income taxes and equity earnings $ 230 $ 213 Equity earnings (loss), net of taxes – Ilim $ (11) $ 40

(a) Includes charges of $12 million for integration costs associated with the acquisition of Temple-Inland and charges of $2 million for other items.(b) Includes charges of $44 million for costs associated with the permanent shutdown of a paper machine at our Augusta, Georgia mill.(c) Includes charges of $7 million for costs associated with the restructuring of the Company's xpedx operations.(d) Includes a gain of $6 million for interest related to the settlement of an IRS tax audit.(e) Includes charges of $43 million for integration costs associated with the Temple-Inland acquisition and a charge of $20 million related to the write-up of the Temple-Inland inventory

to fair value.(f) Includes a gain of $1 million related to the acquisition of a majority interest in Andhra Pradesh Paper Mills Limited.(g) Includes a net gain of $7 million for adjustments related to the sale of the Shorewood business.(h) Includes charges of $21 million for costs associated with the restructuring of the Company’s xpedx operations.(i) Operating profits for industry segments include each segment’s percentage share of the profits of subsidiaries included in that segment that are less than wholly owned. The pre-tax

noncontrolling interest and equity earnings for these subsidiaries are adjusted here to present consolidated earnings before income taxes and equity earnings.

NOTE 19 - SUBSEQUENT EVENT

On April 22, 2013, International Paper announced that it was in talks with Unisource regarding a proposed business combination of xpedx, InternationalPaper's distribution business, and Unisource. Both xpedx and Unisource are business-to-business distributors of printing, packaging and facility supplies.The discussions were initiated when Unisource approached International Paper about a possible merger, and on April 19, 2013, the parties entered into a non-binding letter of intent to explore a possible transaction. The parties have agreed to negotiate exclusively with each other for a period of time until a definitiveagreement can be reached or the parties terminate the letter of intent.

The letter of intent outlines a "Reverse Morris Trust" transaction in which International Paper would contribute the assets of xpedx to a newly-formedcorporation, and receive a cash dividend financed with debt in the new corporation's capital structure. This new corporation would be spun off to InternationalPaper shareholders and immediately thereafter merged with Unisource in a transaction intended to be tax-free to International Paper and its shareholders.

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

EXECUTIVE SUMMARYInternational Paper generated Operating Earnings per share attributable to International Paper common shareholders of $0.65 in the first quarter of 2013,compared with 2012 fourth quarter earnings of $0.69 and 2012 first quarter earnings of $0.63. Diluted earnings per share attributable to International Papercommon shareholders were $0.71 in the first quarter of 2013, compared with $0.53 in the fourth quarter of 2012 and $0.43 in the first quarter of 2012.

We delivered solid results in the first quarter of 2013, particularly in our Industrial Packaging business, despite seasonally slow demand across our globaloperations, higher input costs and an unfavorable foreign currency swing impacting Ilim. Within our North American Industrial Packaging business, werealized a benefit of $55 per ton associated with the containerboard price increase announced in September 2012 and exceeded our stretch target run-rate of$400 million in Temple-Inland synergies. Input costs were higher during the first quarter, primarily associated with recycled fiber, but were largely offset bylower maintenance outage costs. On the strategic project front, we completed the formation of a joint venture containing Grupo Orsa's industrial packagingassets, including three mills and four box plants, in which we hold a 75% interest. Additionally, we acquired a majority shareholder position of the Turkishcorrugated packaging company, Olmuksa International Paper Sabanci Ambalaj Sanayi ve Ticaret A.S. The first quarter results also reflect the benefit ofapproximately $35 million related to the enactment of The American Taxpayer Relief Act of 2012. Volumes during the 2013 first quarter were lower compared to the 2012 fourth quarter reflecting normal lower seasonal demand. Prices averaged higher than theprevious quarter primarily due to price increases in our North American Industrial Packaging business. The quarter also reflects the favorable resultsassociated with improved mill operations largely offset by other costs and one-time items. During the first quarter, we were successful in our execution of thestart-up of the Mogi Guacu biomass boiler and began to generate the energy cost savings expected from this project. Earnings for our xpedx distributionbusiness were lower during the first quarter as a result of seasonally lower volumes and competitive market conditions which impacted margins. Finally, thequarter was unfavorably impacted by a decrease in equity earnings from our Ilim joint venture in Russia, mainly due to unfavorable foreign currencymovements related to Ilim's US dollar denominated debt.

Looking ahead to the second quarter, volumes should be seasonally stronger in our North American packaging businesses and in our Brazilian papersbusiness. Volumes in our European packaging and paper businesses are expected to be stable given the continued weakness of Western European economieswhile Asian volumes are expected to remain flat in a market facing continued macro-economic uncertainty and excess capacity. We expect on-going pricerealizations associated with the September 2012 containerboard price increase as well as partial realization of the April 2013 containerboard price increase.Higher prices on containerboard purchases mandated by DOJ rulings will offset some of the benefits related to the recent price increases. The Brazil paperbusiness should benefit from improved mix associated with increased domestic sales. Input costs should be stable except for wood costs in Russia andrecycled fiber in North America. Planned maintenance outage costs will be higher with the second quarter being the peak quarter in terms of cost. For our Ilimjoint venture, the positive impact we expect from the non-repeating first quarter unfavorable currency adjustment will be more than offset by increased projectramp-up costs. Finally, we expect a normalized tax rate during the second quarter in the absence of the significant tax benefits recognized during the firstquarter.

Operating Earnings is a non-GAAP measure. Diluted earnings (loss) per share attributable to International Paper Company common shareholders is the mostdirect comparable GAAP measure. The Company calculates Operating Earnings by excluding the after-tax effect of items considered by management to beunusual from the earnings reported under GAAP, non-operating pension expense, and discontinued operations. Management uses this measure to focus on on-going operations, and believes that it is useful to investors because it enables them to perform meaningful comparisons of past and present operating results.The Company believes that using this information, along with the most direct comparable GAAP measure, provides for a more complete analysis of theresults of operations. The following are reconciliations of Operating Earnings per share attributable to International Paper Company common shareholders todiluted earnings (loss) per share attributable to International Paper Company common shareholders.

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Three Months Ended

March 31, Three Months Ended

December 31,

2013 2012 2012Operating Earnings (Loss) Per Share Attributable to Shareholders $ 0.65 $ 0.63 $ 0.69Non-operating pension (0.11) (0.06) (0.07)Restructuring and other charges (0.10) (0.16) (0.08)Net gains (losses) on sales and impairments of businesses — 0.01 0.01Interest income 0.01 — —Income tax adjustments 0.20 — (0.04)Diluted Earnings (Loss) Per Share from Continuing Operations 0.65 0.42 0.51Discontinued operations 0.06 0.01 0.02

Diluted Earnings (Loss) Per Share Attributable to Shareholders $ 0.71 $ 0.43 $ 0.53

RESULTS OF OPERATIONSFor the first quarter of 2013, International Paper Company reported net sales of $7.1 billion, compared with $7.1 billion in the fourth quarter of 2012 and$6.7 billion in the first quarter of 2012. The results of operations of Temple-Inland are included since the acquisition in February 2012.

Net earnings attributable to International Paper totaled $318 million, or $0.71 per share, in the 2013 first quarter. This compared with $188 million, or $0.43per share, in the first quarter of 2012 and $235 million, or $0.53 per share, in the fourth quarter of 2012.

Earnings from continuing operations attributable to International Paper Company were $292 million in the first quarter of 2013 compared with $183 millionin the first quarter of 2012 and $225 million in the fourth quarter of 2012. Compared with the first quarter of 2012, earnings in the 2013 first quarterbenefited from higher average sales price realizations ($ 105 million), almost flat mill outage costs ($1 million), lower tax expense ($41 million) reflecting alower estimated tax rate and lower corporate and other costs ($ 3 million). These benefits were offset by lower sales volumes ($ 22 million), the net impact of aless favorable mix of products sold and higher operating costs ( $31 million), higher raw material and freight costs ($ 15 million), the net impact of thedivestiture of three containerboard mills in 2012, step-up depreciation recorded for Temple-Inland in the first quarter of 2013 and the earnings from anadditional month of Temple-Inland results included in the 2013 first quarter ($ 10

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million), higher interest expense ($1 million) and higher non-operating pension expense ($ 26 million). Equity earnings, net of taxes, relating to InternationalPaper’s investment in Ilim Holding S.A. were $51 million lower in the 2013 first quarter than in the 2012 first quarter. Net special items were a gain of $51million in the 2013 first quarter, compared with a loss of $64 million in the 2012 first quarter.

Compared with the fourth quarter of 2012, earnings benefited from higher average sales price realizations ( $49 million), lower mill outage costs ($16 million),and lower tax expense ($2 million). These benefits were offset by lower sales volumes ( $29 million), the net impact of a less favorable mix of products soldand higher operating costs ($15 million), higher raw material and freight costs ($ 17 million) and higher non-operating pension expense ($ 20 million). Equityearnings, net of taxes, for Ilim Holding, S.A. decreased by $19 million versus the 2012 fourth quarter. Net special items were a gain of $51 million in the2013 first quarter, compared with a loss of $49 million in the 2012 fourth quarter.

To measure the performance of the Company’s business segments from period to period without variations caused by special or unusual items, InternationalPaper’s management focuses on industry segment operating profit. This is defined as earnings from continuing operations before taxes, equity earnings andnoncontrolling interests net of taxes, excluding interest expense, corporate charges and corporate special items which may include restructuring charges and(gains) losses on sales and impairments of businesses.

The following table presents a reconciliation of net earnings attributable to International Paper Company to its operating profit:

Three Months Ended

March 31, December 31,

In millions 2013 2012 2012Earnings (Loss) From Continuing Operations Attributable to International Paper Company $ 292 $ 183 $ 225Add back (deduct):

Income tax provision (benefit) (69) 70 74Equity (earnings) loss, net of taxes 10 (44) (9)Noncontrolling interests, net of taxes (3) 4 (3)

Earnings (Loss) From Continuing Operations Before Income Taxes and Equity Earnings 230 213 287Interest expense, net 164 168 169Noncontrolling interests / equity earnings included in operations — (4) 8Corporate items 22 32 15

Special items: Restructuring and other charges 6 16 11

Net losses (gains) on sales and impairments of businesses — — (2)Non-Operating Pension Expense 84 37 40

$ 506 $ 462 $ 528Industry Segment Operating Profit: Industrial Packaging $ 355 $ 215 $ 336Printing Papers 149 146 147Consumer Packaging 7 103 41Distribution (5) (2) 4Total Industry Segment Operating Profit $ 506 $ 462 $ 528

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Industry Segment Operating Profit

Total industry segment operating profits of $506 million in the 2013 first quarter were higher than the $462 million in the 2012 first quarter, but lower thanthe $528 million in the 2012 fourth quarter. Compared with the first quarter of 2012, operating profits in the current quarter benefited from higher averagesales price realizations ($155 million) and almost flat mill outage costs ($2 million). These benefits were offset by lower sales volumes ($ 33 million), the netimpact of a less favorable mix of products sold and higher operating costs ( $47 million), higher raw material and freight costs ($ 22 million), the net impact ofthe divestiture of three containerboard mills in 2012, step-up depreciation recorded for Temple-Inland in the first quarter of 2013 and the earnings from anadditional month of Temple-Inland results included in the 2013 first quarter ($ 14 million) and lower other items ($8 million). Special items were a loss of $65million in the 2013 first quarter, compared with a loss of $76 million in the 2012 first quarter.

Compared with the fourth quarter of 2012, operating profits benefited from higher average sales price realizations ( $63 million) and lower mill outage costs($20 million). These benefits were offset by lower sales volumes ( $37 million), the net impact of a less favorable product mix and higher operating costs ( $18million) and higher raw material and freight costs ($ 22 million). Special items were a loss of $65 million in the 2013 first quarter, compared with a loss of$37 million in the 2012 fourth quarter.

During the 2013 first quarter, International Paper took approximately 252,000 tons of downtime of which approximately 53,000 tons were market-relatedcompared with approximately 248,000 tons of downtime, which included about 93,000 tons that were market-related, in the 2012 first quarter. In addition, theCompany permanently shutdown a paper machine at our Augusta, Georgia mill which reduced capacity during the first quarter of 2013 by approximately13,000 tons. During the 2012 fourth quarter, International Paper took approximately 285,000 tons of downtime of which approximately 86,000 tons weremarket-related. Market-related downtime is taken to balance internal supply with our customer demand to help manage inventory levels, while maintenancedowntime, which makes up the majority of the difference between total downtime and market-related downtime, is taken periodically during the year.

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Sales Volumes by Product (a)Sales volumes of major products for the three months ended March 31, 2013 and 2012 were as follows:

Three Months Ended

March 31,

In thousands of short tons 2013 2012Industrial Packaging

Corrugated Packaging (b) 2,549 2,462Containerboard (b) 858 749Recycling 581 537Saturated Kraft 40 38Gypsum/Release Kraft (b) 30 21Bleached Kraft 31 23European Industrial Packaging (c) 339 266Asian Box 100 98Brazilian Packaging (d) 41 —

Industrial Packaging 4,569 4,194Printing Papers

U.S. Uncoated Papers 630 685European and Russian Uncoated Papers 329 311Brazilian Uncoated Papers 264 274Indian Uncoated Papers 60 79

Uncoated Papers 1,283 1,349Market Pulp (e) 432 385

Consumer Packaging North American Consumer Packaging 369 373European Coated Paperboard 91 97Asian Coated Paperboard 360 237

Consumer Packaging 820 707

(a) Sales volumes include third party and inter-segment sales and exclude sales of equity investees.(b) Includes Temple-Inland volumes from date of acquisition in February 2012.(c) Includes volumes for Turkish box plants beginning in Q1 2013 when a majority ownership was acquired.(d) Includes volumes for Brazil Packaging from date of acquisition in mid-January 2013.(e) Includes North American, European and Brazilian volumes and internal sales to mills.

Discontinued Operations2013: On February 13, 2013, the Company entered into an agreement to sell Temple-Inland's 50% interest in Del-Tin Fiber L.L.C. (Del-Tin) to joint venturepartner Deltic Timber Corporation (Deltic) for $20 million in assumed liabilities and cash. Accordingly, the Del-Tin assets will be excluded from the sale toGeorgia-Pacific and the purchase price under our sale agreement with Georgia-Pacific will be adjusted to $710 million. The operating results of the Temple-Inland Building Products business have been included in Discontinued operations from the date of acquisition. The assets of this business, totaling $775million and $759 million at March 31, 2013 and December 31, 2012, respectively, are included in Assets of businesses held for sale in current assets in theaccompanying consolidated balance sheet at March 31, 2013 and December 31, 2012. Included in these amounts are $26 million and $153 million related togoodwill and intangibles, respectively. The liabilities of this business, totaling $43 million and $44 million at March 31, 2013 and December 31, 2012,respectively, are included in Liabilities of businesses held for sale in the accompanying consolidated balance sheet at March 31, 2013 and December 31, 2012.2012: Upon the acquisition of Temple-Inland, management committed to a plan to sell the Temple-Inland Building Products business, and on December 12,2012, International Paper reached an agreement to sell the business (including Del-Tin) to Georgia-Pacific for $750 million in cash, subject to satisfaction ofcustomary closing conditions, including satisfactory review by the DOJ, and to certain pre- and post-closing purchase price adjustments. The assets to be soldinclude 16 manufacturing facilities.

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Income TaxesAn income tax benefit of $69 million was recorded for the 2013 first quarter. Excluding a tax benefit of $116 million related to the tax effects of special itemsand a benefit of $33 million related to the tax effects of non-operating pension expense, the effective income tax rate for continuing operations was 21% for thequarter.

The first quarter rate includes a benefit of approximately $35 million related to the enactment into law of The American Taxpayer Relief Act of 2012 onJanuary 2, 2013 (the Act). The Act retroactively restored several expired business tax provisions including the research and experimentation credit and theSubpart F controlled foreign corporation look-through exception.

The income tax provision was $74 million for the 2012 fourth quarter. Excluding an expense of $3 million related to the tax effects of special items and abenefit of $9 million related to the tax effects of non-operating pension expense, the effective income tax rate for continuing operations was 22% for the quarter.

An income tax provision of $70 million was recorded for the 2012 first quarter. Excluding a benefit of $28 million related to the tax effects of special items anda benefit of $12 million related to the tax effects of non-operating pension expense, the effective income tax rate for continuing operations was 32% for thequarter.

Interest Expense and Corporate ItemsNet interest expense for the 2013 first quarter was $164 million compared with $169 million in the 2012 fourth quarter and $168 million in the 2012 firstquarter. The net interest expense for the 2013 first quarter includes interest income of $6 million related to the settlement of a U.S. federal income tax audit.

Corporate items, net, of $22 million in the 2013 first quarter were higher than the $15 million of net expense in the 2012 fourth quarter, but lower than the$32 million of net expense in the 2012 first quarter.

Special Items2013: During the three months ended March 31, 2013, restructuring and other charges totaling $59 million before taxes ($36 million after taxes) wererecorded. Details of these charges were as follows:




Early debt extinguishment costs $ 6 $ 4xpedx restructuring 7 4Augusta paper machine shutdown 44 27Other 2 1

Total $ 59 $ 36

In addition, a $6 million pre-tax benefit ($4 million after tax) was recorded during the first three months of 2013 for interest income related to the settlement ofa U.S. federal income tax audit.

2012: During the three months ended March 31, 2012, restructuring and other charges totaling $34 million before taxes ($23 million after taxes) were recorded.Details of these charges were as follows:




Early debt extinguishment costs $ 16 $ 10

xpedx restructuring 19 14Other (1) (1)Total $ 34 $ 23

Net (Gains) Losses on Sales and Impairments of Businesses2012: During the three months ended March 31, 2012, the Company recorded a pre-tax gain of 7 million ($6 million after taxes) to adjust the previouslyestimated loss on the sale of the Company’s Shorewood business. The sale of the Shorewood non-U.S. business was completed in January 2012. This chargeis included in Net (gains) losses on sales and impairments of businesses in the accompanying consolidated statement of operations.

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As referenced in Note 7 to the financial statements of this Form 10-Q , on July 2, 2012, International Paper finalized the sales of its Ontario and Oxnard(Hueneme), California containerboard mills to New-Indy Containerboard LLC, and its New Johnsonville, Tennessee containerboard mill to Hood ContainerCorporation.

BUSINESS SEGMENT OPERATING RESULTSThe following presents business segment discussions for the first quarter of 2013.

Industrial Packaging

2013 2012

In millions 1st Quarter 1st Quarter 4th QuarterSales $ 3,560 $ 3,115 $ 3,380Operating Profit 355 215 336

Industrial Packaging net sales and operating profits include the results of the Temple-Inland packaging operations from the date of acquisition in February2012 and the results of the Brazil Packaging business from the date of acquisition in January 2013. In addition, due to the acquisition of a majority share ofOlmuksa International Paper Sabanci Ambalaj Sanayi Ve Ticaret A.S., net sales for our corrugated packaging business in Turkey are included in thebusiness segment totals beginning in the first quarter of 2013 and operating profits reflect a higher ownership percentage than previously. Net sales for the firstquarter of 2013 were 5% higher than in the fourth quarter of 2012 and 14% higher than in the first quarter of 2012. Operating profits in the first quarter of2013 included charges of $12 million for integration costs associated with the Temple-Inland acquisition, a charge of $1 million associated with the third-quarter 2012 divestiture of three containerboard mills, and a net charge of $1 million for costs associated with the acquisition in Turkey. Operating profits inthe fourth quarter of 2012 included charges of $28 million for integration costs associated with the Temple-Inland acquisition, charges of $1 million for costsassociated with the third-quarter 2012 divestiture of three containerboard mills, a charge of $ 2 million for costs associated with the acquisition of theadditional shares of the corrugated packaging operations in Turkey and charges of $ 1 million for restructuring the Company's Packaging business in Europe.Operating profits in the first quarter of 2012 included a charge of $43 million for costs associated with the agreement to acquire Temple-Inland and a charge of$20 million related to the write-up of Temple-Inland inventories to fair value. Excluding these items, operating profits in the first quarter of 2013 were 0%higher than in the fourth quarter of 2012 and 33% higher than in the first quarter of 2012.

North American Industrial Packaging net sales were $3.0 billion in the first quarter of 2013 compared with $3.0 billion in the fourth quarter of 2012 and$2.7 billion in the first quarter of 2012. Operating profits were $337 million ($350 million excluding Temple-Inland integration costs, and costs associatedwith the 2012 divestiture of three containerboard mills) in the first quarter of 2013 compared with $309 million ($338 million excluding Temple-Inlandintegration costs and mill divestiture costs) in the fourth quarter of 2012 and $195 million ($258 million excluding Temple-Inland acquisition costs andinventory write-up charges) in the first quarter of 2012.

Sales volumes in the first quarter of 2013 were lower than in the fourth quarter of 2012, reflecting a seasonally slower period in the box market, partially offsetby higher containerboard domestic and export shipments. Total maintenance and market-related downtime increased about 10,000 tons. Maintenance downtimeincreased 40,000 tons to 167,000 tons in the first quarter of 2013 while market-related downtime decreased 30,000 tons to 30,000 tons versus the fourth quarterof 2012. Average sales price realizations increased for both boxes and domestic containerboard reflecting the full realization of price increases implemented inthe third quarter of 2012. Exported containerboard sales price realizations were also higher. Input costs increased, primarily for recycled fiber, but also forwood and energy. Planned maintenance downtime costs were $16 million higher in the 2013 first quarter with outages at eight mills compared with outages atsix mills in the 2012 fourth quarter. Operating costs were favorable.

Compared with the first quarter of 2012, sales volumes in the first quarter of 2013 decreased for boxes, but increased for domestic and exportedcontainerboard. Average sales price realizations were higher, reflecting sales price increases for boxes and domestic containerboard that were implementedduring 2012. Input costs for recycled fiber decreased, but this benefit was more than offset by higher wood and energy costs. Planned maintenance downtimecosts were $2 million higher in the first quarter of 2013. The business took about 204,000 tons of total downtime in the first quarter of 2012 of which about126,000 tons were maintenance downtime and about 78,000 were market-related.

Entering the second quarter of 2013, sales volumes are expected to be seasonally higher for boxes, while containerboard sales volumes are expected to be flat.Average sales price realizations are expected to improve reflecting the implementation of an announced containerboard price increase. Higher recycled fiber costsare expected to be offset by lower wood and energy costs. Planned maintenance downtime costs should be about $17 million higher with outages planned atseven mills.

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European Industrial Packaging net sales were $320 million in the first quarter of 2013 compared with $255 million in the fourth quarter of 2012 and$270 million in the first quarter of 2012. Net sales in the first quarter of 2013 include the sales of our packaging operations in Turkey which are now fullyconsolidated. Operating profits were $17 million ($18 million excluding costs associated with the acquisition in Turkey) in the first quarter of 2013 comparedwith $26 million ($29 million excluding acquisition and restructuring costs) in the fourth quarter of 2012 and $19 million in the first quarter of 2012.

Sales volumes in the first quarter of 2013 were about even with the fourth quarter of 2012 as strong demand in the agricultural market in Morocco was offsetby lower sales volumes in Europe due to weak economic conditions and a poor agricultural market in France. Average sales margins decreased reflecting ourinability to recover increased containerboard costs due to market pressures on sales prices. Other input costs were slightly higher, primarily for energy.Insurance settlements of $5 million and $16 million were recorded in the first quarter of 2013 and fourth quarter of 2012, respectively, related to theearthquakes in Northern Italy in May 2012 which affected our San Felice box plant.

Compared with the first quarter of 2012, sales volumes in the first quarter of 2013 were lower reflecting weak demand for industrial packaging due to the pooreconomic conditions in Europe, partially offset by strong demand for agricultural and industrial packaging in Morocco. Average sales margins decreasedsignificantly due to input costs for containerboard rising ahead of box sales price increases. Input costs for energy were slightly higher.

Looking ahead to the second quarter of 2013, sales volumes are expected to be higher reflecting a seasonal increase in the fruit and vegetable packaging market.Average sales margins are expected to continue to erode as box prices remain under pressure and costs for containerboard increase further. Input costs forenergy should be slightly lower.

Brazilian Industrial Packaging includes the results of Orsa International Paper Embalagens S.A., a corrugated packaging producer in which InternationalPaper acquired a 75% share in January 2013. Net sales were $45 million in the first quarter of 2013. Operating profits were $1 million in the first quarter of2013. Operating profits in the second quarter of 2013 which will include a full three months of operating results, are expected to be higher than in the firstquarter of 2013 reflecting higher sales volumes and average sales price realizations as well as the impact of cost savings synergies.

Asian Industrial Packaging net sales for the packaging operations were $95 million in the first quarter of 2013 compared with $100 million in the fourthquarter of 2012 and $95 million in the first quarter of 2012. Operating profits for the packaging operations were a loss of $1 million in the first quarter of2013 compared with about breakeven in both the fourth quarter and first quarter of 2012,

Net sales for the distribution operations were $75 million in the first quarter of 2013 compared with $75 million in the fourth quarter of 2012 and $60million in the first quarter of 2012. Operating profits for the distribution operations were $1 million in the first quarter of 2013, $1 million in the fourthquarter of 2012 and $1 million in the first quarter of 2012.

Compared with the fourth quarter of 2012, sales volumes for the packaging business decreased reflecting seasonally lower market demand while average salesmargins were lower reflecting an unfavorable sales mix. Operating profits in the second quarter of 2013 are expected to remain flat from the first quarter of2013 despite seasonally higher sales volumes and continuing improvement in operations.

Printing Papers

2013 2012

In millions 1st Quarter 1st Quarter 4th QuarterSales $ 1,540 $ 1,560 $ 1,580Operating Profit 149 146 147

Printing Papers net sales for the first quarter of 2013 were 3% lower than in the fourth quarter of 2012 and 1% lower than in the first quarter of 2012.Operating profits included a $1 million gain in the first quarter of 2012 associated with the acquisition of a majority share of Andhra Pradesh Paper MillsLimited. Excluding this item, operating profits in the first quarter of 2013 were 1% higher than in the fourth quarter of 2012 and 3% higher than in the firstquarter of 2012.

North American Printing Papers net sales were $645 million in the first quarter of 2013 compared with $650 million in the fourth quarter of 2012 and$700 million in the first quarter of 2012. Operating profits were $63 million in the first quarter of 2013, $52 million in the fourth quarter of 2012 and $100million in the first quarter of 2012.

Sales volumes in the first quarter of 2013 increased slightly from the fourth quarter of 2012 but market demand remained soft as expected. Average domesticsales price realizations declined slightly, while sales prices to export markets were stable. Input costs were higher for wood, energy and chemicals. Plannedmaintenance downtime costs were $22 million lower with an

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outage at the Georgetown mill in the first quarter of 2013 compared with outages at the Eastover and Courtland mills in the fourth quarter of 2012. Operatingcosts were seasonally higher.

Compared with the first quarter of 2012, sales volumes in the first quarter of 2013 were lower due to fewer shipping days and higher inventory levels at thebeginning of 2012. Average sales price realizations were lower in the domestic market, but improved in export markets. Input costs were higher for wood,chemicals and energy. Planned maintenance downtime costs were $2 million lower than in the first quarter of 2012. Operating costs in the 2013 first quarterwere higher due to lower performance versus the first quarter of 2012 and inflation.

Entering the second quarter of 2013, sales volumes are expected to be higher for domestic uncoated freesheet paper. Average sales price realizations are expectedto be stable in both the domestic and export markets. Input costs for wood and energy are expected to be lower. Planned maintenance downtime costs should be$44 million higher with outages scheduled at the Eastover, Ticonderoga and Riverdale mills.

European Printing Papers net sales were $365 million in the first quarter of 2013, compared with $375 million in the fourth quarter of 2012 and $335million in the first quarter of 2012. Operating profits were $54 million in the first quarter of 2013 compared with $64 million in the fourth quarter of 2012and $44 million in the first quarter of 2012.

Compared with the fourth quarter of 2012, sales volumes in the first quarter of 2013 were seasonally lower in Russia, while sales volumes in Europe remainedabout flat due to continuing poor economic conditions. Average sales price realizations for uncoated freesheet paper eroded in both Europe and Russia. Inputcosts were about flat as lower energy costs in Europe were partially offset by higher costs for chemicals in Russia. There were no planned maintenance outagesin either period. Operating costs were favorable reflecting strong performance in all three mills.

Sales volumes in the first quarter of 2013 were higher in Russia, but lower in Europe compared with the first quarter of 2012. Average sales price realizationsdecreased in Europe due to weak economic conditions and market demand, while average sales price realizations in Russia were stable. Input costs decreasedfor wood at the Kwidzyn mill, but this benefit was offset by higher costs for wood, energy and freight in Russia. There were no planned maintenance outagesin the first quarter of 2012. Manufacturing operating costs were also lower.

Looking forward to the second quarter of 2013, sales volumes are expected to be seasonally stronger in Russia, but will continue to decline in Europe due to theweak economy. Average sales price realizations are expected to decrease for uncoated freesheet paper. Input costs will increase in Russia due to higher woodcosts. Planned maintenance downtime costs should be $26 million higher with outages scheduled at the Kwidzyn and Svetogorsk mills.

Brazilian Printing Papers net sales were $260 million in the first quarter of 2013 compared with $295 million in the fourth quarter of 2012 and $270million in the first quarter of 2012. Operating profits were $45 million in the first quarter of 2013, $44 million in the fourth quarter of 2012 and $23 millionin the first quarter of 2012.

Sales volumes in the first quarter of 2013 were lower than in the fourth quarter of 2012 primarily due to seasonally weaker demand in the Brazilian domesticmarket for uncoated freesheet paper. Export volumes were also impacted by seasonality and import barriers in Argentina and Venezuela. Average sales pricerealizations increased for paper in the Brazilian market reflecting the impact of price increases for both cutsize and offset paper, but this benefit was offset bylower average sales prices in export markets driven by higher customer inventory levels. Average sales margins were negatively impacted by a decreasedproportion of sales to the higher-margin domestic market. Input costs decreased for energy. Operating costs were lower reflecting the impact of the new biomassboiler at the Mogi Guacu mill. Planned maintenance downtime costs were $4 million lower in the first quarter of 2013 with no outages occurring compared withan outage at the Luiz Antonio mill in the fourth quarter of 2012.

Compared with the first quarter of 2012, sales volumes in the first quarter of 2013 increased for uncoated freesheet paper in the Brazilian domestic market,but were more than offset by lower export shipments. Average sales price realizations improved for domestic uncoated freesheet paper and for pulp, butdecreased for exported paper. Input costs were about flat. There were no planned maintenance outages in either quarter.

Entering the second quarter of 2013, sales volumes are expected to increase reflecting seasonally stronger demand for uncoated freesheet paper in the Braziliandomestic and Latin American export markets. Average sales margins should improve due to the implementation of announced domestic and other LatinAmerican price increases. Planned maintenance downtime costs should be $1 million higher with an outage planned at the Tres Lagoas mill.

Indian Printing Papers net sales were $50 million in the first quarter of 2013 compared with $45 million in the fourth quarter of 2012 and $60 million inthe first quarter of 2012. Operating profits were a loss of $4 million in the first quarter of 2013

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compared to a loss of $6 million in the fourth quarter of 2012 and a gain of $2 million ($1 million excluding acquisition costs) in the first quarter of 2012.Compared with the fourth quarter of 2012, operating results in the first quarter of 2013 reflect higher sales price realizations, partially offset by increased costsfor wood. Operating profits in the second quarter of 2013 are expected to improve reflecting continued sales volume growth, strong sales prices and stable inputcosts for wood. Planned maintenance downtime costs should be higher due to an outage at the Kadiam mill.

Asian Printing Papers net sales were $25 million in the first quarter of 2013 compared with $15 million in the fourth quarter of 2012 and $20 million inthe first quarter of 2012. Operating profits were about breakeven in all periods presented.

U.S. Market Pulp net sales were $195 million in the first quarter of 2013 compared with $200 million in the fourth quarter of 2012 and $175 million in thefirst quarter of 2012. Operating profits were a loss of $9 million in the first quarter of 2013 compared with a loss of $7 million in the fourth quarter of 2012and a loss of $23 million in the first quarter of 2012.

Sales volumes were up slightly in the first quarter of 2013 compared with the fourth quarter of 2012 reflecting higher shipments of fluff pulp due to the rampup of the Franklin mill to full fluff pulp production. The increased fluff shipments were largely offset by lower market pulp shipments. Average sales pricerealizations for fluff pulp were relatively flat, but increased for market pulp. Input costs were lower for energy and wood. Planned maintenance downtime costsin the first quarter of 2013 were $8 million higher with an outage at the Georgetown mill compared with an outage at the Pensacola mill in the fourth quarter of2012. Operating costs were flat.

Compared with the first quarter of 2012, sales volumes were higher in the first quarter of 2013. Average sales price realizations were lower for fluff pulp, butwere higher for market pulp. Input costs were higher for wood, energy and chemicals. Planned maintenance downtime costs were $1 million lower. Operatingcosts were lower due to the start-up of the Franklin mill and solid mill performance.

Entering the second quarter of 2013, sales volumes are expected to be flat, however, average sales price realizations are expected to improve as previouslyannounced price increases for fluff pulp and paper and tissue pulp are realized. Input costs are expected to be lower. Planned maintenance downtime costsshould be $4 million higher with outage-related expenses at the Pensacola, Eastover and Riegelwood mills.

Consumer Packaging

2013 2012

In millions 1st Quarter 1st Quarter 4th QuarterSales $ 830 $ 810 $ 815Operating Profit 7 103 41

Consumer Packaging net sales in the first quarter of 2013 were 2% higher than in the fourth quarter of 2012 and 2% higher than in the first quarter of 2012.Operating profits in the first quarter of 2013 included charges of $44 million related to the permanent shutdown of a paper machine at our Augusta, Georgiamill. Operating profits in the fourth quarter of 2012 included a gain of $2 million related to the sale of the Shorewood business. Operating profits in the firstquarter of 2012 included a gain of $7 million related to the sale of the Shorewood business. Excluding these items, operating profits in the first quarter of 2013were 31% higher than in the fourth quarter of 2012 and 47% lower than in the first quarter of 2012.

North American Consumer Packaging net sales in the first quarter of 2013 were $460 million compared with $470 million in the fourth quarter of 2012and $520 million in the first quarter of 2012. Operating profits were a loss of $22 million (a gain of $22 million excluding paper machine shutdown costs) inthe first quarter of 2013 compared with $19 million ($17 million excluding a gain associated with the sale of the Shorewood business) in the fourth quarter of2012 and $70 million ($63 million excluding a gain associated with the sale of the Shorewood business) in the first quarter of 2012.

Coated Paperboard sales volumes in the first quarter of 2013 were higher than in the fourth quarter of 2012 reflecting improving market demand. The businesstook 23,000 tons of market-related downtime in the first quarter of 2013 and had about 13,000 tons of reduced capacity due to the permanent shut down of apaper machine at our Augusta mill compared with 27,000 tons of market-related downtime in the fourth quarter of 2012. Average sales price realizations erodedprimarily for cupstock and folding carton board. Input costs were higher for wood and energy. Planned maintenance downtime costs were $18 million lowerwith no outages in the 2013 first quarter compared with outages at the Augusta and Texarkana mills in the 2012 fourth quarter. Operating costs were higherprimarily related to an unplanned reliability issue in January on the digester at the August, Georgia coated paperboard mill.

Compared with the first quarter of 2012, sales volumes in the first quarter of 2013 decreased slightly. However, the 15,000 tons of market-related downtimethat the business took in the first quarter of 2012 was less than in the current quarter. Average sales

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price realizations were significantly lower. Input costs for wood and energy were higher, but were largely offset by lower resin costs. There was no plannedmaintenance in either period. Operating costs were higher primarily related to an unplanned reliability issue in January on the digester at the August, Georgiacoated paperboard mill.

Foodservice sales volumes in the first quarter of 2013 were slightly lower than in the fourth quarter of 2012 mainly due to seasonally lower hot cup sales.Average sales margins increased due to a more favorable customer mix. Compared with the first quarter of 2012, sales volumes in the first quarter of 2013were slightly lower reflecting the impact of colder weather versus last year, as well as other demand factors, impacting cold cup sales to large quick servicerestaurant chains. Average sales margins improved as input costs decreased for board and resins.

Looking forward to the second quarter of 2013, coated paperboard sales volumes are expected to increase due to a seasonal strengthening of demand. Averagesales margins are expected to increase due to the realization of announced sales price increases. Planned maintenance downtime costs are expected to be $15million higher with outages scheduled at the Riegelwood mill. Input costs are expected to be about flat. Foodservice sales volumes are expected to be higher.Average sales margins are expected to decrease reflecting slightly lower average sales price realizations.

European Consumer Packaging net sales were $95 million in the first quarter of 2013 compared with $95 million in the fourth quarter of 2012 and $100million in the first quarter of 2012. Operating profits in the first quarter of 2013 were $32 million compared with $29 million in the fourth quarter of 2012and $28 million in the first quarter of 2012.

Sales volumes in the first quarter of 2013 were seasonally lower than in the fourth quarter of 2012. Despite pricing pressures, average sales margins werestable, partially due to an improved geographical mix in Europe. Operating costs and input costs were both slightly favorable. There were no planned millmaintenance outages in either the first quarter of 2013 or the fourth quarter of 2012. Compared with the first quarter of 2012, sales volumes were lower.Average sales price realizations were flat, but sales margins improved due to a more favorable mix. There were no planned maintenance outages in either period.Unfavorable mill operating costs were largely offset by lower input costs.

Entering the second quarter of 2013, sales volumes are expected to decrease, but average sales price realizations are expected to be higher. Planned maintenancedowntime costs will be $4 million higher with an outage scheduled at the Svetogorsk mill. Input costs are expected to increase slightly particularly for wood inRussia.

Asian Consumer Packaging net sales were $275 million in the first quarter of 2013, $250 million in the fourth quarter of 2012 and $190 million in thefirst quarter of 2012. Operating profits were a loss of $3 million in the first quarter of 2013 compared with a loss of $7 million in the fourth quarter of 2012and a gain of $5 million in the first quarter of 2012. Compared with the fourth quarter of 2012, sales volumes increased and operating losses decreased due tothe continuing successful ramp-up of the new paper machine. The largest hurdle continues to be squeezed average sales margins reflecting competitivepressures on sales prices and increasing pulp costs. Compared with the first quarter of 2012, operating profits declined reflecting competitive pressure on salesprices which squeezed margins and created an unfavorable product mix.

Looking ahead to the second quarter of 2013, revenues are expected to be flat. However, operating profits will continue to be impacted by low average salesprice realizations due to an over-supplied market condition along with increasing pulp costs.

Distribution

2013 2012

In millions 1st Quarter 1st Quarter 4th QuarterSales $ 1,385 $ 1,475 $ 1,530Operating Profit (5) (2) 4

Distribution net sales in the first quarter of 2013 were 9% lower than in the fourth quarter of 2012 and 6% lower than in the first quarter of 2012. Operatingprofits included $7 million, $7 million and $21 million in the first quarter of 2013, the fourth quarter of 2012 and the first quarter of 2012, respectively, ofcosts related to the reorganization of the Company’s xpedx operations. Excluding these items, operating profits in the first quarter of 2013 were 82% lower thanin the fourth quarter of 2012 and 89% lower than in the first quarter of 2012.

Sales of papers and graphic arts products in the first quarter of 2013 totaled $800 million compared to $890 million in the fourth quarter of 2012 and $850million in the first quarter of 2012. Trade margins as a percent of sales for printing papers were even with the fourth quarter of 2012 and down from the firstquarter of 2012 due to a change in mix. Packaging sales were $380 million in the first quarter of 2013, compared with $400 million in both the fourth quarterof 2012 and the first quarter of 2012. Trade margins as a percent of sales for packaging products were down from the fourth quarter of 2012 and unchanged

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from the first quarter of 2012 reflecting a change in mix. Sales of facility solutions products totaled $205 million in the first quarter of 2013, compared with$240 million in the fourth quarter of 2012 and $225 million in the first quarter of 2012.

Operating profits before reorganization costs in the first quarter of 2013 were $9 million lower than in the fourth quarter of 2012 due to decreased salesvolumes. Operating profits before reorganization costs in the first quarter of 2013 were $17 million lower than in the first quarter of 2012.

Earnings for the second quarter of 2013 are expected to improve due to seasonal volume increases and incremental cost reductions as a result of strategic andother cost reduction initiatives.

Equity Earnings, Net of Taxes – IlimSince October 2007, International Paper and Ilim Holding S.A. (Ilim) have operated a 50:50 joint venture in Russia. Ilim is a separate reportable industrysegment. The Company recorded an equity loss, net of taxes, of $11 million in the first quarter of 2013 compared with equity earnings, net of taxes, of $8million in the fourth quarter of 2012 and $40 million in the first quarter of 2012. In the first quarter of 2013, the after-tax foreign exchange impact was a lossof $11 million on the remeasurement of U.S. dollar-denominated debt compared with a gain of $6 million in the fourth quarter of 2012. Sales volumes in thefirst quarter of 2013 decreased from the fourth quarter of 2012 due to weak demand for pulp in China and seasonally lower demand in the domestic market.Average sales price realizations for domestic sales were flat. Input costs were slightly higher, primarily for energy and freight, partially offset by seasonallylower wood costs. There were no planned maintenance downtime costs in either period.

Compared with the first quarter of 2012, sales volumes in the first quarter of 2013 were lower for sales of softwood pulp and hardwood pulp to China and forsales of softwood pulp and containerboard in Russia. Average sales price realizations were higher for both pulp and containerboard in the domestic market,while average sales price realizations in the export market increased for hardwood pulp, but decreased for softwood pulp. Input costs increased for wood,energy and freight. A foreign exchange gain of $30 million on the remeasurement of U.S. dollar-denominated debt was recorded in the first quarter of 2012.

Looking forward to the second quarter of 2013, sales volumes are expected to be higher. Average sales price realizations are expected to improve reflecting anincrease in sales prices for domestic linerboard and softwood pulp and higher prices for export softwood pulp and hardwood pulp. Input costs are expected toseasonally increase for wood. Earnings will also be negatively impacted by start-up costs associated with the ramp-up of the new pulp line at the Bratsk milland the coated and uncoated freesheet capacity at the Koryazhma mill.

LIQUIDITY AND CAPITAL RESOURCESCash provided by continuing operations totaled $516 million for the first three months of 2013, compared with $633 million for the comparable 2012 three-month period. Earnings from operations adjusted for non-cash charges were $797 million for the first three months of 2013 compared to $699 million for thefirst three months of 2012. Cash used for working capital components totaled $281 million for the first three months of 2013 compared to a use of $ 6 6million for the comparable 2012 three-month period.

The Company generated free cash flow of approximately $300 million and $357 million in the first three months of 2013 and 2012, respectively. Free cashflow is a non-GAAP measure and the most comparable GAAP measure is cash provided by continuing operations. Management uses free cash flow as aliquidity metric because it measures the amount of cash generated that is available to maintain our assets, make investments or acquisitions, pay dividendsand reduce debt, and fund other activities. The following is a reconciliation of free cash flow to cash provided by operations:


In millions 2013 2012Cash provided by continuing operations $ 516 $ 633Adjustments:

Cash invested in capital projects (216) (285)Cash received from unwinding a timber monetization — (111)Change in control payments related to Temple-Inland acquisition — 120

Free Cash Flow $ 300 $ 357

Investments in capital projects totaled $216 million in the first three months of 2013 compared to $285 million in the first three months of 2012. Full-year2013 capital spending is currently expected to be approximately $1.4 billion, or about 93% of depreciation and amortization expense for our currentbusinesses.

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Amounts related to early debt extinguishment during the three months ended March 31, 2013 and 2012 were as follows:

Three Months Ended

March 31,

In millions 2013 2012Early debt reductions (a) $ 26 $ 30Pre-tax early debt extinguishment costs (b) 6 16

(a) Reductions related to notes with interest rates ranging from 6.38% to 7.95% with original maturities from 2014 to 2018 for the three months ended March 31, 2013 and 7.82%to 7.95% with original maturities from 2012 to 2018 for the three months ended March 31, 2012.

(b) Amounts are included in Restructuring and Other Charges in the accompanying consolidated statements of operations.

Financing activities for the first three months of 2013 included an $87 million net increase in debt versus a $1.1 billion net increase in debt during thecomparable 2012 three-month period.

In February 2012, International Paper issued a $1.2 billion term loan with an initial interest rate of LIBOR plus a margin of 138 basis points that variesdepending on the credit rating of the Company and a $200 million term loan with an interest rate of LIBOR plus a margin of 175 basis points, both withmaturity dates in 2017. The proceeds from these borrowings were used, along with available cash, to fund the acquisition of Temple-Inland. InternationalPaper has fully repaid the $1.2 billion term loan.

During the first three months of 2013, International Paper issued approximately 4.8 million shares of common stock and used 0.5 million shares of treasurystock for various incentive plans, including stock option exercises that generated approximately $191 million of cash. Also in the first three months of 2013,International Paper acquired 1.2 million shares of treasury stock primarily related to restricted stock tax withholding. Payments of restricted stock withholdingtaxes totaled $51 million. During the first three months of 2012, International Paper used approximately 1.5 million shares of treasury stock for variousincentive plans, including stock option exercises that generated approximately $21 million of cash. Also in the first three months of 2012, International Paperacquired 1.1 million shares of treasury stock primarily related to restricted stock tax withholding. Payments of restricted stock withholding taxes totaled $35million. Cash dividend payments related to common stock totaled $136 million and $120 million for the first three months of 2013 and 2012, respectively.Dividends were $0.3000 per share and $0.2625 per share for the first three months in 2013 and 2012, respectively.

At March 31, 2013, contractual obligations for future payments of debt maturities by calendar year were as follows: $555 million in 2013; $685 million in2014; $475 million in 2015; $567 million in 2016; $220 million in 2017; $1.9 billion in 2018; and $5.8 billion thereafter.

Maintaining an investment-grade credit rating is an important element of International Paper’s financing strategy. At March 31, 2013, the Company held long-term credit ratings of BBB (stable outlook) and Baa3 (stable outlook) by S&P and Moody’s, respectively.

At March 31, 2013, International Paper’s contractually committed credit agreements totaled $2.5 billion, which management believes are adequate to coverexpected operating cash flow variability during the current economic cycle. The credit agreements generally provide for interest rates at a floating rate index plusa pre-determined margin dependent upon International Paper’s credit rating. The committed liquidity facilities include a $1.5 billion contractually committedbank credit agreement that expires in August 2016 and has a facility fee of 0.175% payable quarterly. The liquidity facilities also include up to $1.0 billion ofcommercial paper-based financings based on eligible receivable balances ($825 million available at March 31, 2013). On January 9, 2013, the Companyamended its $1.0 billion receivables securitization facility to extend the maturity date from January 2013 to January 2014. The amended agreement has afacility fee of 0.35% payable monthly. During the first quarter of 2013, International Paper borrowed $260 million under the receivable securitization facility ata rate of 0.95% payable monthly. During the first quarter of 2013, $200 million of borrowings under this receivable securitization facility were repaid. AtMarch 31, 2013, International Paper had $60 million of borrowings under the receivable securitization facility.

International Paper expects to be able to meet projected capital expenditures, service existing debt and meet working capital and dividend requirements during2013 with current cash balances and cash from operations, supplemented as required by its existing credit facilities. The Company will continue to rely ondebt and capital markets for the majority of any necessary long-term funding not provided by operating cash flows. Funding decisions will be guided by ourcapital structure planning objectives. The primary goals of the Company’s capital structure planning are to maximize financial flexibility and preserveliquidity while reducing interest expense. The majority of International Paper’s debt is accessed through global public capital markets where we have a widebase of investors.

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Acquisitions2013: On January 3, 2013, International Paper completed the acquisition (effective date of acquisition on January 1, 2013) of the shares of its joint venturepartner, Sabanci Holding, in the Turkish corrugated packaging company, Olmuksa International Paper Sabanci Ambalaj Sanayi ve Ticaret A.S. (now calledOlmuksan International Paper or Olmuksan), for a purchase price of $56 million. The acquired shares represent 43.7% of Olmuksan's shares. Prior to thisacquisition, International Paper held a 43.7% equity interest in Olmuksan.

Because the transaction resulted in International Paper becoming the majority shareholder, owning 87.4% of Olmuksan's outstanding and issued shares, itscompletion triggered a mandatory call for tender of the remaining public shares which began in March 2013. Also as a result of International Paper takingmajority control of the entity, Olmuksan's financial results have been consolidated with the Company's Industrial Packaging segment beginning with theeffective date International Paper obtained majority control of the entity on January 1, 2013.

In addition, the cumulative translation adjustment balance relating to the previously held equity interest was released and resulted in a $17 million loss. Thepreliminary purchase price allocation reflects a gain of $19 million related to a bargain purchase price adjustment.

The $17 million loss on the cumulative translation adjustment write off and the $19 million bargain purchase gain were recorded in the 2013 first-quarterearnings.

2012: On February 13, 2012, International Paper completed the acquisition of Temple-Inland Inc. (Temple-Inland). International Paper acquired all of theoutstanding common stock of Temple-Inland for $32.00 per share in cash, totaling approximately $3.7 billion, and assumed approximately $700 million inTemple-Inland’s debt. As a condition to allowing the transaction to proceed, the Company entered into an agreement on a proposed Final Judgment with theAntitrust Division of the DOJ that required the Company to divest three containerboard mills, with approximately 970,000 tons of aggregate containerboardcapacity. On July 2, 2012, International Paper finalized the sales of its Ontario and Oxnard (Hueneme), California containerboard mills to New-IndyContainerboard LLC, and its New Johnsonville, Tennessee containerboard mill to Hood Container Corporation. By completing these transactions, theCompany satisfied its divestiture obligations under the Final Judgment.

Joint Ventures2013: On January 14, 2013, International Paper and Brazilian corrugated packaging producer, Jari Celulose Embalagens e papel S.A. (Jari), a Grupo Orsacompany, formed Orsa International Paper Embalagens S.A. (Orsa IP). The new entity, in which International Paper holds a 75% stake, includes threecontainerboard mills and four box plants, which make up Jari's former industrial packaging assets. This acquisition supports the Company's strategy ofgrowing its global packaging presence and better serving its global customer base.

The value of International Paper's investment in Orsa IP is approximately $470 million. Because International Paper acquired majority control of the jointventure, Orsa IP's financial results have been consolidated with our Industrial Packaging segment from the date of formation on January 14, 2013.

Due to the complex organizational structure of Orsa IP's operations, and the extended time required to prepare consolidated financial information in accordancewith accounting principles generally accepted in the United States, the Company reports its share of Orsa IP's operating results on a one-month lag basis.

Ilim Holding S.A. Shareholders’ AgreementIn October 2007, in connection with the formation of the Ilim Holding S.A. joint venture, International Paper entered into a shareholders’ agreement thatincludes provisions relating to the reconciliation of disputes among the partners. This agreement provides that at any time after the second anniversary of theformation of Ilim, either the Company or its partners may commence procedures specified under the deadlock provisions. Under certain circumstances, theCompany would be required to purchase its partners’ 50% interest in Ilim. Any such transaction would be subject to review and approval by Russian andother relevant antitrust authorities. Based on the provisions of the agreement, International Paper estimates that the current purchase price for its partners’ 50%interests would be approximately $250 million to $300 million, which could be satisfied by payment of cash or International Paper common stock, or somecombination of the two, at the Company’s option. Any such purchase by International Paper would result in the consolidation of Ilim’s financial position andresults of operations in all subsequent periods. The parties have informed each other that they have no current intention to commence procedures specifiedunder the deadlock provision of the shareholders’ agreement, although they have the right to do so.

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CRITICAL ACCOUNTING POLICIES AND SIGNIFICANT ACCOUNTING ESTIMATESThe preparation of financial statements in conformity with accounting principles generally accepted in the United States requires International Paper toestablish accounting policies and to make estimates that affect both the amounts and timing of the recording of assets, liabilities, revenues and expenses. Someof these estimates require judgments about matters that are inherently uncertain.

Accounting policies whose application may have a significant effect on the reported results of operations and financial position of International Paper, and thatcan require judgments by management that affect their application, include accounting for contingencies, impairment or disposal of long-lived assets, goodwilland other intangible assets, pensions, postretirement benefits other than pensions, stock options and income taxes.

The Company has included in its 2012 Form 10-K a discussion of these critical accounting policies, which are important to the portrayal of the Company’sfinancial condition and results of operations and require management’s judgments. The Company has not made any changes in these critical accountingpolicies during the first three months of 2013.

Pension AccountingNet pension expense totaled approximately $140 million for International Paper’s U.S. plans for the three months ended March 31, 2013, or about $57 millionmore than the pension expense for the first three months of 2012. The increase in U.S. plan expense was principally due to a decrease in the assumed discountrate to 4.10% in 2013 from 5.10% in 2012 and higher amortization of unrecognized actuarial losses. Net pension expense for non-U.S. plans was about $1million for both the first three months of 2013 and 2012.

After consultation with our actuaries, International Paper determines key actuarial assumptions on December 31 of each year that are used to calculate liabilityinformation as of that date and pension expense for the following year. Key assumptions affecting pension expense include the discount rate, the expected long-term rate of return on plan assets, the projected rate of future compensation increases, and various demographic assumptions including expected mortality. Thediscount rate assumption is determined based on approximately 500 Aa-rated bonds appropriate to provide the projected benefit payments of the plan. A bondportfolio is selected and a single rate is determined that equates the market value of the bonds purchased to the discounted value of the plan’s benefit payments.The expected long-term rate of return on plan assets is based on projected rates of return for current and planned asset classes in the plan’s investmentportfolio. At March 31, 2013, the market value of plan assets for International Paper’s U.S. plans totaled approximately $10.1 billion, consisting ofapproximately 41% equity securities, 38% fixed income securities, and 21% real estate and other assets. Plan assets did not include International Papercommon stock.

The Company’s funding policy for its qualified pension plans is to contribute amounts sufficient to meet legal funding requirements, plus any additionalamounts that the Company may determine to be appropriate considering the funded status of the plans, tax deductibility, the cash flow generated by theCompany, and other factors. The Company continually reassesses the amount and timing of any discretionary contributions and could elect to make acontribution in 2013. The U.S. nonqualified plans are only funded to the extent of benefits paid which are expected to be $31 million in 2013.

FORWARD-LOOKING STATEMENTSCertain statements in this report that are not historical in nature may be considered “forward-looking” statements within the meaning of the Private SecuritiesLitigation Reform Act of 1995. These statements are often identified by the words, “will,” “may,” “should,” “continue,” “anticipate,” “believe,” “expect,”“plan,” “appear,” “project,” “estimate,” “intend,” and words of a similar nature. These statements are not guarantees of future performance and reflectmanagement’s current views with respect to future events, which are subject to risks and uncertainties that could cause actual results to differ materially fromthose expressed or implied in these statements. Factors which could cause actual results to differ include but are not limited to: (i) the level of our indebtednessand increases in interest rates; (ii) industry conditions, including but not limited to changes in the cost or availability of raw materials, energy andtransportation costs, competition we face, cyclicality and changes in consumer preferences, demand and pricing for our products; (iii) global economicconditions and political changes, including but not limited to the impairment of financial institutions, changes in currency exchange rates, credit ratingsissued by recognized credit rating organizations, the amount of our future pension funding obligation, changes in tax laws and pension and health care costs;(iv) unanticipated expenditures related to the cost of compliance with existing and new environmental and other governmental regulations and to actual orpotential litigation; (v) whether we experience a material disruption at one of our manufacturing facilities; (vi) risks inherent in conducting business through ajoint venture; (vii) our ability to reach a definitive agreement on a mutually acceptable transaction combining xpedx with Unisource, the receipt ofgovernmental and other approvals and favorable rulings associated with such a transaction and the successful fulfillment or waiver of all other closingconditions for such a transaction without unexpected delays or conditions, and the successful closing of such

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transaction within the estimated timeframe; (viii)our ability to achieve the benefits we expect from all other strategic acquisitions, divestitures andrestructurings; and (ix) other factors you can find in our press releases and filings with the Securities and Exchange Commission, including the risk factorsidentified in Item 1A (“Risk Factors”) of Part I of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2012. We undertake noobligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise.

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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKInformation relating to quantitative and qualitative disclosures about market risk is shown on pages 41 and 42 of International Paper’s 2012 10-K, whichinformation is incorporated herein by reference. There have been no material changes in the Company’s exposure to market risk since December 31, 2012.

ITEM 4. CONTROLS AND PROCEDURESEvaluation of Disclosure Controls and Procedures:

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed orsubmitted under the Securities Exchange Act of 1934, as amended (Exchange Act), is recorded, processed, summarized and reported (and accumulated andcommunicated to management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure)within the time periods specified in the Securities and Exchange Commission’s rules and forms. As of the end of the period covered by this report, weconducted an evaluation, under the supervision and with the participation of our management, including the Chief Executive Officer and Chief FinancialOfficer, of the effectiveness of our disclosure controls and procedures pursuant to Rules 13a-15 and 15d-15 of the Exchange Act. Based upon that evaluation,our Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures were effective as of March 31, 2013(the end of the period covered by this report).

Changes in Internal Control over Financial Reporting:There have been no changes in our internal control over financial reporting during the quarter ended March 31, 2013 that have materially affected, or arereasonably likely to materially affect, our internal control over financial reporting.

During the first quarter of 2012, the Company completed the acquisition of Temple-Inland, Inc. (Temple-Inland). Integration activities, including a preliminaryassessment of internal controls over financial reporting, are currently in process. The initial annual assessment of internal controls over financial reporting forTemple-Inland will be conducted over the course of our 2013 assessment cycle.

During the first quarter of 2013, the Company completed the acquisitions of Olmuksan and Orsa IP. Integration activities, including a preliminary assessmentof internal controls over financial reporting, are currently in process. The initial annual assessment of internal controls over financial reporting for Olmuksanand Orsa IP will be conducted over the course of our 2014 assessment cycle.

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PART II. OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGSA discussion of material developments in the Company’s litigation matters occurring in the period covered by this report is found in Note 12 to the financialstatements in this Form 10-Q.

ITEM 1A. RISK FACTORSThere have been no material changes from the risk factors disclosed in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31,2012 in response to Part I, Item 1A of Form 10-K.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS.

PeriodTotal Number of Shares

Purchased (a)Average Price Paid per

Share

Total Number of SharesPurchased as Part of a

Publicly Announced Plan orProgram

Maximum Number (orApproximate Dollar Value)of Shares that May Yet BePurchased Under the Plans

or Programs

January 1, 2013 - January 31, 2013 8,412 $ 39.84 N/A N/AFebruary 1, 2013 - February 28, 2013 1,179,525 42.60 N/A N/AMarch 1, 2013 - March 31, 2013 2,149 46.14 N/A N/A

Total 1,190,086

(a) Shares acquired from employees from share withholdings to pay income taxes under the Company's restricted stock programs.

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ITEM 6. EXHIBITS

10.1

Amendment No. 7, dated as of January 9, 2013, to the Second Amended and Restated Credit and Security Agreement dated as of March13, 2008, by and among Red Bird Receivables, LLC, as Borrower, International Paper Company, as Servicer, the Conduits and LiquidityBanks from time to time parties thereto, and the Agents parties thereto.

10.2

Amendment No. 4, dated as of January 9, 2013, to the Receivables Sale and Contribution Agreement dated as of March 13, 2008, betweenInternational Paper Company and Red Bird Receivables, LLC.

11 Statement of Computation of Per Share Earnings. 12 Computation of Ratio of Earnings to Fixed Charges and Preferred Stock Dividends. 31.1 Certification of principal executive officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 31.2 Certification of principal financial officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 32 Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 101.INS XBRL Instance Document. 101.SCH XBRL Taxonomy Extension Schema. 101.CAL XBRL Taxonomy Extension Calculation Linkbase. 101.DEF XBRL Taxonomy Extension Definition Linkbase. 101.LAB XBRL Taxonomy Extension Label Linkbase. 101.PRE XBRL Extension Presentation Linkbase.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersignedthereunto duly authorized.

INTERNATIONAL PAPER COMPANY (Registrant)

May 8, 2013 By /s/ Carol L. Roberts Carol L. Roberts

Senior Vice President and ChiefFinancial Officer

May 8, 2013 By /s/ Terri L. Herrington Terri L. Herrington Vice President – Finance and Controller

48

Exhibit 10.1

AMENDMENT NO. 7 TO SECOND AMENDED AND RESTATED CREDIT AND SECURITY AGREEMENT

THIS AMENDMENT NO. 7 TO SECOND AMENDED AND RESTATED CREDIT AND SECURITYAGREEMENT, dated as of January 9, 2013 (this “Amendment”), is by and among:

(a) RED BIRD RECEIVABLES, LLC, a Delaware limited liability company formerly known as Red Bird Receivables,Inc., a Delaware corporation (“Borrower”);

(b) INTERNATIONAL PAPER COMPANY, a New York corporation (“International Paper” and, together with Borrower,the “Loan Parties” and each, a “Loan Party”), as Servicer;

(c) GOTHAM FUNDING CORPORATION, a Delaware corporation (together with its successors, “Gotham”), and THEBANK OF TOKYO-MITSUBISHI UFJ, LTD., NEW YORK BRANCH, in its capacity as a Liquidity Bank to Gotham (together with itssuccessors, “BTMU” and, together with Gotham, the “Gotham Group”),

(d) STARBIRD FUNDING CORPORATION, a Delaware corporation (together with its successors, “Starbird”), and BNPPARIBAS, ACTING THROUGH ITS NEW YORK BRANCH, in its capacity as a Liquidity Bank to Starbird (together with itssuccessors, “BNP Paribas” and, together with Starbird, the “Starbird Group”);

(e) WORKING CAPITAL MANAGEMENT CO., L.P., a California limited partnership (together with its successors, “WCM”), and MIZUHO CORPORATE BANK, LTD., in its capacity as a Liquidity Bank to WCM (together with its successors, “Mizuho”and, together with WCM, the “WCM Group”);

(f) ATLANTIC ASSET SECURITIZATION LLC, a Delaware limited liability company (together with its successors,“Atlantic”), and CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK (f/k/a CALYON NEW YORK BRANCH) , inits capacity as a Liquidity Bank to Atlantic (together with its successors, “CACIB” and, together with Atlantic, the “Atlantic Group”);

(g) LIBERTY STREET FUNDING LLC, a Delaware limited liability company (together with its successors, “Liberty Street”) and THE BANK OF NOVA SCOTIA, in its capacity as a Liquidity Bank to Liberty Street (together with its successors, “Scotiabank” and, together with Liberty Street, the “Liberty Street Group”),

(h) CAFCO, LLC, a Delaware limited liability company (together with its successors, “CAFCO” and, together with Jupiter,Starbird, WCM and Atlantic, the “Conduits”), and CITIBANK, N.A., in its capacity as a Liquidity Bank to CAFCO (together with itssuccessors, “Citibank” and, together with CAFCO, the “CAFCO Group”);

(i) BANK OF AMERICA, N.A., a national association (together with its successors, “BOA”) in its capacity as a LiquidityBank (the “BOA Group”);

(j) THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., NEW YORK BRANCH, in its capacity as agent for the GothamGroup (together with its successors in such capacity, the “Gotham Agent” or a “Co-Agent”), BNP PARIBAS, ACTING

60859613.DOC

THROUGH ITS NEW YORK BRANCH, in its capacity as agent for the Starbird Group (together with its successors in such capacity,the “Starbird Agent” or a “Co-Agent”), MIZUHO CORPORATE BANK, LTD., in its capacity as agent for the WCM Group(together with its successors in such capacity, the “WCM Agent” or a “Co-Agent”), CREDIT AGRICOLE CORPORATE ANDINVESTMENT BANK, in its capacity as agent for the Atlantic Group (together with its successors in such capacity, the “AtlanticAgent” or a “Co-Agent”), THE BANK OF NOVA SCOTIA, in its capacity as agent for the Liberty Street Group (together with itssuccessors in such capacity, the “Liberty Street Agent” or a “Co-Agent”), BANK OF AMERICA, N.A., in its capacity as agent forthe BOA Group (together with its successors in such capacity, the “BOA Agent” or a “Co-Agent”) and CITIBANK, N.A., in itscapacity as agent for the CAFCO Group (together with its successors in such capacity, the “CAFCO Agent” or a “Co-Agent”); and

(k) CITICORP NORTH AMERICA, INC. (“CNAI”), as administrative agent for the Jupiter Group, the Starbird Group, theWCM Group, the Atlantic Group, the CAFCO Group, the BOA Group and the Co-Agents (in such capacity, together with any successorsthereto in such capacity, the “Administrative Agent” and together with each of the Co-Agents, the “Agents”).

Capitalized terms used and not otherwise defined herein shall have the meanings attributed thereto in the Credit Agreement (as defined below).

W I T N E S S E T H :

WHEREAS, the parties hereto, together with JUPITER SECURITIZATION COMPANY LLC, a Delaware corporation(“Jupiter”) and JPMORGAN CHASE BANK, N.A., in its capacity as a Liquidity Bank to Jupiter ( “JPMorgan”, and, together with Jupiter, the“Jupiter Group”) and in its capacity as agent for the Jupiter Group (together with its successors in such capacity, the “Jupiter Agent”), areparties to that certain Second Amended and Restated Credit and Security Agreement, dated as of March 13, 2008, as heretofore amended (and ashereby and hereafter amended, restated or otherwise modified from time to time, the “Credit Agreement”);

WHEREAS, no Loans are outstanding on the date hereof (as of the time that this Amendment becomes effective);

WHEREAS, the Liquidity Termination Date for each of the Groups party to the Credit Agreement is scheduled to occur onJanuary 9, 2013, and each Group other than the Jupiter Group desires to extend the Liquidity Termination Date for each such Group as set forthherein;

WHEREAS, as a consequence of the foregoing, the Liquidity Termination Date for the Jupiter Group will occur on January 9,2013 and, by operation of the definition thereof, the Facility Termination Date for Jupiter will occur on January 9, 2013, and accordingly, pursuantto the terms of the Credit Agreement, as of January 9, 2013, Jupiter will cease to be a Conduit, and JPMorgan will cease to be a Liquidity Bank, theJupiter Agent and a Co-Agent, and the Jupiter Group will cease to be a Group under the Credit Agreement;

WHEREAS, following the removal of the Jupiter Group, each of the Liquidity Banks party to the Credit Agreement wishes toamend their respective Commitment as set forth in Schedule A of the Credit Agreement (as amended hereby);

60859613.DOC 22

WHEREAS, in addition, the Loan Parties desire to amend the Credit Agreement as hereinafter set forth; and

WHEREAS, the Agents and each of the Lenders are willing to agree to such amendments on the terms and subject to theconditions set forth in this Amendment.

NOW, THEREFORE, in consideration of the foregoing premises and the mutual agreements herein contained and other good andvaluable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows:

1. Amendment. Effective on the date hereof, upon satisfaction of each of the conditions precedent set forth in Section 3below, the Credit Agreement is amended to read as set forth in Exhibit A hereto.

2. Representations, Warranties and Covenants.

(i) Borrower hereby represents and warrants to the other parties hereto that the representations and warranties set forth inSection 6.1 of the Credit Agreement are true and correct on and as of the date of this Amendment as though made on and as of suchdate.

(ii) Borrower further represents and warrants to the other parties hereto that no event has occurred and is continuing thatconstitutes an Amortization Event, and no event has occurred and is continuing that constitutes an Unmatured Amortization Event.

(iii) International Paper covenants and agrees that immediately following the effectiveness of this Amendment it willnotify General Mills, Inc. to cease making any payment with respect to Excluded Receivables (as such term is defined in theReceivables Sale and Contribution Agreement as amended as of the date hereof) to any Lock Box or Collection Account and willdirect General Mills, Inc. to make future payments with respect to Excluded Receivables to an account that is not a Lock Box or aCollection Account.

3. Conditions Precedent. This Amendment shall become effective as of the date first above written upon (a) execution and delivery to theAdministrative Agent’s counsel of each of the documents listed on Annex A hereto, (b) receipt by the Co-Agents of the Amendment and Renewal Fee(as defined in the Co-Agents’ Fee Letter dated as of the date hereof) in immediately available funds and (c) evidence of payment to the Jupiter Agentof all accrued and unpaid fees payable to the Jupiter Agent pursuant to the Co-Agents’ Fee Letter (as in effect immediately prior to giving effect tothis Amendment).

4. Miscellaneous.

(a) CHOICE OF LAW. THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCEWITH THE INTERNAL LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE PRINCIPLES OF CONFLICTS OFLAWS THEREOF OTHER THAN SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW.

(b) Counterparts. This Amendment may be executed in any number of counterparts and by different parties hereto in separatecounterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute one and thesame Amendment. Delivery

60859613.DOC 33

of an executed counterpart of a signature page to this Amendment by facsimile or by electronic mail in portable document format (pdf) shall beeffective as delivery of a manually executed counterpart of this Amendment.

(c) Ratification. Except as expressly amended hereby, the Credit Agreement remains unaltered and in full force and effect and ishereby ratified and confirmed.

(d) Confirmation of Borrowing Request . Each of the parties hereto acknowledges that the Borrower (or the Servicer on theBorrower’s behalf) has, in accordance with Section 2.1 of the Credit Agreement, requested an Advance in an aggregate amount equal to $50,000,000by delivering a Borrowing Request to each of the Co-Agents party hereto with a requested Borrowing Date for such Advance concurrent with the datehereof, which Advance is requested to be made pursuant to the Credit Agreement, as amended hereby. Each Lender and Co-Agent party hereto herebyconfirms that it has either (i) received the related Borrowing Request prior to 12:00pm (New York City time) on January 8, 2013, as required bySection 2.1 of the Credit Agreement (the “Borrowing Request Deadline”) or (ii) received the related Borrowing Request after the BorrowingRequest Deadline but hereby waives compliance with such Borrowing Request Deadline with respect to such Borrowing Request.

[Remainder of page intentionally blank]

60859613.DOC 44

Exhibit 10.1

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed and delivered by their duly authorizedofficers as of the date hereof.

RED BIRD RECEIVABLES, LLC

By: /s/ Phillip M. Sisneros Name: Phillip M. Sisneros Title: President

INTERNATIONAL PAPER COMPANY, as Servicer

By: /s/ Errol A. Harris Name: Errol A. Harris Title: Vice President and Treasurer

60993798_4.DOC

GOTHAM FUNDING CORPORATION

By: /s/ David V. DeAngelis Name: David V. DeAngelis Title: Vice President

THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., NEW YORK BRANCH, as a Liquidity Bank

By: /s/ George Stoecklein Name: George Stoecklein Title: Director

THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., NEW YORK BRANCH, as Gotham Agent

By: /s/ Richard Gregory Hurst Name: Richard Gregory Hurst Title: Director

2CH\359015.24 027240-0021CH\1027902.1 034732-0001

STARBIRD FUNDING CORPORATION

By: /s/ David V. DeAngelis Name: David V. DeAngelis Title: Vice President

BNP PARIBAS, ACTING THROUGH ITS NEW YORK BRANCH, as a Liquidity Bank and asStarbird Agent

By: /s/ Philippe Mojon Name: Philippe Mojon Title: Director

By: /s/ Doo-Sik Nam Name: Doo-Sik Nam Title: Vice President

3CH\359015.24 027240-0021CH\1027902.1 034732-0001

ATLANTIC ASSET SECURITIZATION LLC

BY: Credit Agricole Corporate and Investment Bank, as Attorney-in-fact

By: /s/ Sam Pilcer Name: Sam Pilcer Title: Managing Director

By: /s/ Jorge Fries Name: Jorge Fries Title: Managing Director

CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK, as a Liquidity Bank and asAtlantic Agent

By: /s/ Sam Pilcer Name: Sam Pilcer Title: Managing Director

By: /s/ Jorge Fries Name: Jorge Fries Title: Managing Director

4CH\359015.24 027240-0021CH\1027902.1 034732-0001

WORKING CAPITAL MANAGEMENT CO., L.P.

By: /s/ Shinichi Nochiide Name: Shinichi Nochiide Title: Attorney-In-Fact

MIZUHO CORPORATE BANK, LTD., as a Liquidity Bank and as WCM Agent

By: /s/ Leon Mo Name: Leon Mo Title: Authorized Signatory

5CH\359015.24 027240-0021CH\1027902.1 034732-0001

LIBERTY STREET FUNDING LLC

By: /s/ Jill A. Russo Name: Jill A. Russo Title: Vice President

THE BANK OF NOVA SCOTIA as a Liquidity Bank and as Liberty Street Agent

By: /s/ Laura Gimena Name: Laura Gimena Title: Director

6CH\359015.24 027240-0021CH\1027902.1 034732-0001

CAFCO, LLC,

By: Citibank, N.A., its attorney-in-fact

By: /s/ Steffen Lunde Name: Steffen Lunde Title: Vice President

CITIBANK, N.A., as CAFCO Agent and as a Liquidity Bank


7CH\359015.24 027240-0021CH\1027902.1 034732-0001

BANK OF AMERICA, N.A., as BOA Agent and as a Liquidity Bank

By: /s/ Margaux L. Karagosian Name: Margaux L. Karagosian Title: Vice President

8CH\359015.24 027240-0021CH\1027902.1 034732-0001

CITICORP NORTH AMERICA, INC., as Administrative Agent


9CH\359015.24 027240-0021CH\1027902.1 034732-0001

ANNEX A

CLOSING DOCUMENTS

1. Amendment No. 7 to Second Amended and Restated Credit and Security Agreement, duly executed by each of the parties thereto.

2. Filing of a UCC3 continuation for each of the following UCC financing statements:

Debtor Name & Address Secured Party Name Jurisdiction File No./ File Date Expiration DateInternational PaperCompany

6400 Poplar Avenue, Memphis,TN 38197

Citicorp North America, Inc., asAdministrative Agent

New York SOS Original file#200803140188136 filed03/14/2008

03/14/2013

Red Bird Receivables, LLC

6400 Poplar Avenue, Memphis,TN 38197

Citicorp North America, Inc., asAdministrative Agent

Delaware SOS Original file#20080917557 filed03/13/2008

03/13/2013

3. Amended and Restated Co-Agents’ Fee Letter dated as of the date hereof, duly executed by each of the parties thereto.

4. A certificate of Borrower’s Assistant Secretary certifying a copy of its resolutions authorizing its execution delivery and performance of theabove documents and the names and titles of its authorized officers.

5. A Certificate of IPCO’s financial officer certifying that, as of the closing date, no Termination Event or Unmatured Termination Event exists andis continuing under the Receivables Sale and Contribution Agreement.

6. A Compliance Certificate in the form of Exhibit V to the Credit Agreement, duly executed by Borrower.

7. Amendment No. 4 to Receivables Sale and Contribution Agreement.

8. A satisfactory UCC search and lien search with respect to TIN, Inc. in Delaware.

9. An Assignment and Acceptance between CAFCO and Citibank as assignors and Gotham and BTMU, as assignees, pursuant to the SecondAmended and Restated Credit and Security Agreement, duly executed by each of the parties thereto.

10. An Assignment and Acceptance between CAFCO and Citibank as assignors and Liberty Street and Scotiabank, as assignees, pursuant to theSecond Amended and Restated Credit and Security Agreement, duly executed by each of the parties thereto.

10CH\359015.24 027240-0021CH\1027902.1 034732-0001

EXHIBIT A

CREDIT AGREEMENT

[Attached]

11CH\359015.24 027240-0021CH\1027902.1 034732-0001

Execution Version

SECOND AMENDED AND RESTATED CREDIT AND SECURITY AGREEMENT

DATED AS OF MARCH 13, 2008

AMONG

RED BIRD RECEIVABLES, LLC, AS BORROWER,

INTERNATIONAL PAPER COMPANY, AS SERVICER,

THE CONDUITS AND LIQUIDITY BANKS FROM TIME TO TIME PARTY HERETO,

THE BANK OF TOKYO-MITSUBISHI UFJ, LTD, NEW YORK BRANCH,as GOTHAM Agent,

BNP PARIBAS, ACTING THROUGH ITS NEW YORK BRANCH,AS STARBIRD AGENT,

CITIBANK, N.A., AS CAFCO AGENT,

MIZUHO CORPORATE BANK, LTD., AS WCM AGENT,

THE BANK OF NOVA SCOTIA, AS LIBERTY STREET AGENT,

CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK, AS ATLANTIC AGENT,

BANK OF AMERICA, N.A., AS BOA AGENT

AND

CITICORP NORTH AMERICA, INC., AS ADMINISTRATIVE AGENT

12CH\359015.24 027240-0021CH\1027902.1 034732-0001

TABLE OF CONTENTS

PAGE

ARTICLE I. THE CREDIT3Section 1.1The Facility 3Section 1.2Funding Mechanics; Liquidity Fundings . 4Section 1.3Interest Rates. 5Section 1.4Payment Dates; Absence of Notes to Evidence Loans . 6Section 1.5Prepayments 6Section 1.6Reductions in Aggregate Commitment 8Section 1.7Distribution of Certain Notices; Notification of Interest Rates 8

ARTICLE II. BORROWING AND PAYMENT MECHANICS; CERTAIN COMPUTATIONS9Section 2.1Method of Borrowing 9Section 2.2Selection of CP Tranche Periods and Interest Periods . 9Section 2.3Computation of Concentration Limits and Outstanding Balance 10Section 2.4Maximum Interest Rate 10Section 2.5Payments and Computations, Etc . 11Section 2.6Non-Receipt of Funds by the Co-Agents 11

ARTICLE III. SETTLEMENTS11Section 3.1Collateral Reporting 11Section 3.2Turnover of Collections 12Section 3.3Non-Distribution of Servicer’s Fee 13Section 3.4Deemed Collections 13

ARTICLE IV. FEES AND YIELD PROTECTION14

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Section 4.1Fees 14Section 4.2Yield Protection 14Section 4.3Funding Losses 16

ARTICLE V. CONDITIONS OF ADVANCES17Section 5.1Conditions Precedent to Effectiveness 17Section 5.2Conditions Precedent to All Advances 17

ARTICLE VI. REPRESENTATIONS AND WARRANTIES17Section 6.1Representations and Warranties of the Loan Parties 17Section 6.2Liquidity Bank Representations and Warranties 22

ARTICLE VII. COVENANTS23Section 7.1Affirmative Covenants of the Loan Parties 23Section 7.2Negative Covenants of the Loan Parties 30

ARTICLE VIII. ADMINISTRATION AND COLLECTION32Section 8.1Designation of Servicer . 32Section 8.2Duties of Servicer. 34Section 8.3Collection Notices 35Section 8.4Responsibilities of Borrower 36Section 8.5Collateral Reports 36Section 8.6Servicing Fee 36

ARTICLE IX. AMORTIZATION EVENTS36Section 9.1Amortization Events 36Section 9.2Remedies 39

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ARTICLE X. INDEMNIFICATION40Section 10.1Indemnities by Borrower and Servicer 40Section 10.2Increased Cost and Reduced Return 42Section 10.3Other Costs and Expenses 44

ARTICLE XI. THE AGENTS44Section 11.1Appointment 44Section 11.2Delegation of Duties 46Section 11.3Exculpatory Provisions 46Section 11.4Reliance by Agents . 46Section 11.5Notice of Amortization Event 47Section 11.6Non-Reliance on Other Agents and Lenders 47Section 11.7Indemnification of Agents 47Section 11.8Agents in their Individual Capacities 48Section 11.9Conflict Waivers. 48Section 11.10UCC Filings 49

ARTICLE XII. ASSIGNMENTS; PARTICIPATIONS50Section 12.1Restrictions on Assignments . 50Section 12.2Rights of Assignees and Participants . 50Section 12.3Terms and Evidence of Assignment 51Section 12.4Borrower’s Right to Require Group Assignment 51

ARTICLE XIII. SECURITY INTEREST52Section 13.1Grant of Security Interest 52Section 13.2Termination after Final Payout Date 53

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Section 13.3Release of Certain Charged-Off Receivables 53

ARTICLE XIV. MISCELLANEOUS53Section 14.1Waivers and Amendments 53Section 14.2Notices 53Section 14.3Ratable Payments 54Section 14.4Protection of Administrative Agent’s Security Interest . 54Section 14.5Confidentiality. 55Section 14.6Bankruptcy Petition 56Section 14.7Limitation of Liability 56Section 14.8CHOICE OF LAW 57Section 14.9CONSENT TO JURISDICTION 57Section 14.10WAIVER OF JURY TRIAL 57Section 14.11Integration; Binding Effect; Survival of Terms. 57Section 14.12Counterparts; Severability; Section References 58Section 14.13Federal Reserve 58

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EXHIBITS AND SCHEDULES

Exhibit I Definitions

Exhibit II Form of Borrowing Request

Exhibit III Chief Executive Offices of the Loan Parties; Locations of Records; Federal Employer Identification Numbers

Exhibit IV Names of Collection Banks; Collection Accounts

Exhibit V Form of Compliance Certificate

Exhibit VI Form of Monthly Report

Exhibit VII Form of Partial Release and Sale Documents

Exhibit VIII Form of Weekly Report

Exhibit IX Form of Daily Report

Schedule A Commitments

Schedule B Closing Documents

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SECOND AMENDED AND RESTATED CREDIT AND SECURITY AGREEMENT

THIS SECOND AMENDED AND RESTATED CREDIT AND SECURITY AGREEMENT, dated as of March 13,2008 is entered into by and among:

(a) RED BIRD RECEIVABLES, LLC, a Delaware limited liability company formerly known as Red BirdReceivables, Inc., a Delaware corporation ( “Borrower”),

(b) INTERNATIONAL PAPER COMPANY, a New York corporation (“International Paper” and, together withBorrower, the “Loan Parties” and each, a “Loan Party”), as Servicer,

(c) GOTHAM FUNDING CORPORATION, a Delaware corporation (together with its successors, “Gotham”), andTHE BANK OF TOKYO-MITSUBISHI UFJ, LTD., NEW YORK BRANCH, in its capacity as a Liquidity Bank to Gotham (togetherwith its successors, “BTMU” and, together with Gotham, the “Gotham Group”),

(d) STARBIRD FUNDING CORPORATION, a Delaware corporation (together with its successors, “Starbird”),and BNP PARIBAS, ACTING THROUGH ITS NEW YORK BRANCH, in its capacity as a Liquidity Bank to Starbird (together withits successors, “BNP Paribas” and, together with Starbird, the “Starbird Group”),

(e) WORKING CAPITAL MANAGEMENT CO., L.P., a California limited partnership (together with its successors,“WCM”), and MIZUHO CORPORATE BANK, LTD., in its capacity as a Liquidity Bank to WCM (together with its successors,“Mizuho” and, together with WCM, the “WCM Group”),

(f) ATLANTIC ASSET SECURITIZATION LLC, a Delaware limited liability company (together with itssuccessors, “Atlantic”), and CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK (f/k/a CALYON NEW YORKBRANCH), in its capacity as a Liquidity Bank to Atlantic (together with its successors, “CACIB” and, together with Atlantic, the“Atlantic Group”),

(g) LIBERTY STREET FUNDING LLC, a Delaware limited liability company (together with its successors,“Liberty Street”) and THE BANK OF NOVA SCOTIA, in its capacity as a Liquidity Bank to Liberty Street (together with itssuccessors, “Scotiabank” and, together with Liberty Street, the “Liberty Street Group”),

(h) CAFCO, LLC, a Delaware limited liability company (together with its successors, “CAFCO” and, together withGotham, Starbird, WCM, Liberty Street and Atlantic, the “Conduits”), and CITIBANK, N.A., in its capacity as a Liquidity Bank toCAFCO (together with its successors, “Citibank” and, together with CAFCO, the “CAFCO Group”),

(i) BANK OF AMERICA, N.A., a national association (together with its successors, “BOA”) in its capacity as aLiquidity Bank (the “BOA Group”),

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(j) THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., NEW YORK BRANCH, in its capacity as agent for theGotham Group (together with its successors in such capacity, the “Gotham Agent” or a “Co-Agent”), BNP PARIBAS, ACTINGTHROUGH ITS NEW YORK BRANCH, in its capacity as agent for the Starbird Group (together with its successors in such capacity,the “Starbird Agent” or a “Co-Agent”), MIZUHO CORPORATE BANK, LTD., in its capacity as agent for the WCM Group(together with its successors in such capacity, the “WCM Agent” or a “Co-Agent”), CREDIT AGRICOLE CORPORATE ANDINVESTMENT BANK, in its capacity as agent for the Atlantic Group (together with its successors in such capacity, the “AtlanticAgent” or a “Co-Agent”), THE BANK OF NOVA SCOTIA, in its capacity as agent for the Liberty Street Group (together with itssuccessors in such capacity, the “Liberty Street Agent” or a “Co-Agent”), BANK OF AMERICA, N.A., in its capacity as agent for theBOA Group (together with its successors in such capacity, the “BOA Agent” or a “Co-Agent”) and CITIBANK, N.A., in its capacityas agent for the CAFCO Group (together with its successors in such capacity, the “CAFCO Agent” or a “Co-Agent”), and

(j) CITICORP NORTH AMERICA, INC., as administrative agent for the Gotham Group, the Starbird Group, theWCM Group, the Atlantic Group, the Liberty Street Group, the CAFCO Group, the BOA Group and the Co-Agents (in such capacity,together with any successors thereto in such capacity, the “Administrative Agent” and together with each of the Co-Agents, the“Agents”).

Unless defined elsewhere herein, capitalized terms used in this Agreement shall have the meanings assigned to suchterms in Exhibit I.

PRELIMINARY STATEMENTS

The Borrower, International Paper, International Paper Financial Services, Inc. (“ IPFS”), the certain lending groupsnamed therein, the Co-Agents named therein and Citicorp North America, Inc., in its capacity as the Administrative Agentthereunder, were parties to that certain Amended and Restated Credit and Security Agreement dated as of November 17, 2004,as amended from time to time prior to March 13, 2008 (the “ Existing Agreement”).

IPFS assigned all of its rights and responsibilities as Servicer under the Existing Agreement to International Paper, andeach of the Lenders and the Agents party to this Agreement as of March 13, 2008 consented to such assignment.

On the terms and subject to the conditions hereinafter set forth, the Pool Funded Conduits in each Group (if any) may,in their absolute and sole discretion, make Loans to Borrower from time to time, and BOA shall make Loans to Borrower fromtime to time.

In the event that the Pool Funded Conduits in any Group decline to make any Loan, the Liquidity Banks in such PoolFunded Conduit’s Group shall, at the request of Borrower, make such Loan.

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Citicorp North America, Inc. has been requested and is willing to act as Administrative Agent on behalf of the Co-Agents and the Groups in accordance with the terms hereof.

5. THE CREDIT

5.1. The Facility.

(a) On the terms and subject to the conditions set forth in this Agreement, Borrower (or the Servicer on Borrower’s behalf)may from time to time during the Revolving Period request Advances by delivering a Borrowing Request to the Co-Agents inaccordance with Section 2.1. Upon receipt of a copy of each Borrowing Request from Borrower, each of the Co-Agents of Groupswhich include a Conduit shall determine whether its Conduit will fund a Loan in an amount equal to such Group’s Stated Percentage ofthe requested Advance specified in such Borrowing Request, and each of the Co-Agents of Groups which do not include a Conduit willdeliver such Borrowing Request to the Liquidity Banks in such Group, and, with respect to each Group:

(i) each of the BOA Liquidity Banks severally agrees to make its Ratable Share of such Loan to Borrower, on the terms andsubject to the conditions hereof, provided that at no time may the aggregate principal amount of BOA Liquidity Banks’ Loans atany one time outstanding exceed the lesser of (i) the BOA Group’s Group Limit, and (ii) the BOA Group’s Stated Percentage of theBorrowing Base (such lesser amount, the “BOA Allocation Limit”);

(ii) in the event that Gotham elects not to make any such Loan to Borrower, the Gotham Agent shall promptly notify Borrowerand, unless Borrower cancels its Borrowing Request, each of the Gotham Liquidity Banks severally agrees to make its RatableShare of such Loan to Borrower, on the terms and subject to the conditions hereof, provided that at no time may the aggregateprincipal amount of Gotham’s and the Gotham Liquidity Banks’ Loans at any one time outstanding exceed the lesser of (A) theGotham Group’s Group Limit, and (B) the Gotham’s Group’s Stated Percentage of the Borrowing Base (such lesser amount, the“Gotham Allocation Limit”);

(iii) in the event that Starbird elects not to make any such Loan to Borrower, the Starbird Agent shall promptly notify Borrowerand, unless Borrower cancels its Borrowing Request, each of the Starbird Liquidity Banks severally agrees to make its RatableShare of such Loan to Borrower, on the terms and subject to the conditions hereof, provided that at no time may the aggregateprincipal amount of Starbird’s and the Starbird Liquidity Banks’ Loans at any one time outstanding exceed the lesser of (i) theStarbird Group’s Group Limit, and (ii) the Starbird Group’s Stated Percentage of the Borrowing Base (such lesser amount, the“Starbird Allocation Limit”);

(iv) in the event that CAFCO elects not to make any such Loan to Borrower, the CAFCO Agent shall promptly notify Borrowerand, unless Borrower cancels its Borrowing Request, each of the CAFCO Liquidity Banks severally agrees to make its RatableShare of such Loan to Borrower, on the terms and subject to the conditions hereof, provided that at no time may the aggregateprincipal amount of CAFCO’s and the CAFCO Liquidity Banks’

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Loans at any one time outstanding exceed the lesser of (i) the CAFCO Group’s Group Limit, and (ii) the CAFCO Group’s StatedPercentage of the Borrowing Base (such lesser amount, the “CAFCO Allocation Limit”);

(v) in the event that Atlantic elects not to make any such Loan to Borrower, the Atlantic Agent shall promptly notifyBorrower and, unless Borrower cancels its Borrowing Request, each of the Atlantic Liquidity Banks severally agrees tomake its Ratable Share of such Loan to Borrower, on the terms and subject to the conditions hereof, provided that at notime may the aggregate principal amount of Atlantic’s and the Atlantic Liquidity Banks’ Loans at any one timeoutstanding exceed the lesser of (i) the Atlantic Group’s Group Limit, and (ii) the Atlantic Group’s Stated Percentage ofthe Borrowing Base (such lesser amount, the “Atlantic Allocation Limit” );

(vi) in the event that WCM elects not to make any such Loan to Borrower, the WCM Agent shall promptly notifyBorrower and, unless Borrower cancels its Borrowing Request, each of the WCM Liquidity Banks severally agrees tomake its Ratable Share of such Loan to Borrower, on the terms and subject to the conditions hereof, provided that at notime may the aggregate principal amount of WCM’s and the WCM Liquidity Banks’ Loans at any one time outstandingexceed the lesser of (i) the WCM Group’s Group Limit, and (ii) the WCM Group’s Stated Percentage of the BorrowingBase (such lesser amount, the “WCM Allocation Limit” ); and

(vii) in the event that Liberty Street elects not to make any such Loan to Borrower, the Liberty Street Agent shallpromptly notify Borrower and, unless Borrower cancels its Borrowing Request, each of the Liberty Street LiquidityBanks severally agrees to make its Ratable Share of such Loan to Borrower, on the terms and subject to the conditionshereof, provided that at no time may the aggregate principal amount of Liberty Street’s and the Liberty Street LiquidityBanks’ Loans at any one time outstanding exceed the lesser of (i) the Liberty Street Group’s Group Limit, and (ii) theLiberty Street Group’s Stated Percentage of the Borrowing Base (such lesser amount, the “Liberty Street AllocationLimit”).

5.2. Funding Mechanics; Liquidity Fundings .

(a) Each Advance hereunder shall consist of Loans made by Lenders within each Group (which may be made by a Conduit, oneor more Liquidity Banks, or a combination thereof) and which (except for any Advance which does not increase the aggregate principal amount ofthe Loans outstanding) shall be made in such proportions by each Group based on such Group’s Stated Percentage. Any Advance which does notincrease the aggregate principal amount outstanding may be funded solely by one or more of the Lenders in a single Group.

(b) Each Lender funding any portion of an Advance shall wire transfer the principal amount of its Loan to its applicable Co-Agent in immediately available funds not later than 1:00 p.m. (New York City time) on the applicable Borrowing Date and, subject to its receipt ofsuch Loan proceeds,

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such Co-Agent shall wire transfer such funds to the account specified by Borrower in its Borrowing Request not later than 2:00 p.m. (New York Citytime) on such Borrowing Date.

(c) While it is the intent of each of the Conduits to fund its respective Loans through the issuance of Promissory Notes, theparties acknowledge that if any of the Conduits is unable, or reasonably determines that it is undesirable for any reason to issue Promissory Notes tofund or maintain all or any portion of its Loans at a CP Rate, or is unable to repay such Promissory Notes upon the maturity thereof, such Conduit willavail itself of a Liquidity Funding under its Liquidity Agreement. It is the intent of each Liquidity Bank to fund any Loans funded by such LiquidityBank as Liquidity Fundings. The Liquidity Fundings may be Alternate Base Rate Loans or LIBOR Loans, or a combination thereof, selected byBorrower in accordance with Article II; provided, however, that each Liquidity Funding shall be an Alternate Base Rate Loan at least for the firsttwo (2) Business Days after it is funded. In addition, the parties acknowledge that most Promissory Notes are issued at a discount and at varyingdiscount rates; accordingly, it may not be possible for all CP Rate Loans to be made in amounts precisely equal to the amounts specified in aBorrowing Request. To the extent that a Liquidity Funding is made from a Liquidity Bank to its Conduit, regardless of whether a Liquidity Fundingconstitutes an assignment of a Loan or the sale of one or more participations therein or any other obtaining of funding for all or any portion of anyLoan, each Liquidity Bank participating in a Liquidity Funding shall have the same rights as its Conduit has hereunder with the same force and effectas if such Liquidity Bank had directly made a Loan to Borrower in the amount of its Liquidity Funding. To the extent that a Liquidity Funding is madefrom a Liquidity Bank in lieu of a Loan from a Conduit, regardless of whether such Liquidity Funding was made because the Conduit in suchLiquidity Bank’s Group elected to not fund such Loan or because there exists no Conduit in such Liquidity Bank’s Group, each such Liquidity Bankshall have the same rights as a Conduit would have had hereunder had a Conduit made such Loan.

(d) Nothing herein shall be deemed to commit any Lender to make CP Rate Loans.

5.3. Interest Rates.

(a) Each CP Rate Loan shall bear interest on the outstanding principal amount thereof from and including the first day of the CPTranche Period applicable thereto selected in accordance with Article II of this Agreement to (but not including) the last day of such CP TranchePeriod at the applicable CP Rate. On the 5th Business Day immediately preceding each Monthly Settlement Date, each Pool Funded Conduit shallcalculate the amount of its CP Costs for the applicable Calculation Period and shall notify Borrower of such amount which shall be payable on suchSettlement Date.

(b) Each LIBOR Loan shall bear interest on the outstanding principal amount thereof from and including the first day of theInterest Period applicable thereto selected in accordance with Article II of this Agreement to (but not including) the last day of such Interest Period at arate per annum equal to the applicable LIBOR for such Interest Period.

(c) Each Alternate Base Rate Loan shall bear interest on the outstanding principal amount thereof, for each day from andincluding the date such Loan is made to but excluding the date it is paid at a rate per annum equal to the Alternate Base Rate for such day. Changes inthe rate of interest on Alternate Base Rate Loans will take effect simultaneously with each change in the Alternate Base Rate.

(d) Notwithstanding anything to the contrary contained in Sections 1.3(a), (b) or (c), upon the occurrence of an AmortizationEvent, and during the continuance thereof, all Obligations shall bear interest, payable upon demand, at the Default Rate.

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(e) Interest shall be payable for the day a Loan is made but not for the day of any payment on the amount paid if payment isreceived by each Co-Agent prior to 1:00 p.m. (New York City time) at the place of payment. If any payment of principal of or interest on a Loan shallbecome due on a day which is not a Business Day, such payment shall be made on the next succeeding Business Day and, in the case of a principalpayment, such extension of time shall be included in computing interest in connection with such payment.

5.4. Payment Dates; Absence of Notes to Evidence Loans .

(a) Borrower promises to pay the principal of each CP Rate Loan on the last day of its CP Tranche Period.

(b) Borrower promises to pay the principal of each LIBOR Loan on the last day of its Interest Period.

(c) Borrower promises to pay the principal of each Alternate Base Rate Loan on or before the earlier to occur of (i) theCommitment Termination Date, and (ii) the refinancing of such Loan with a CP Rate Loan or a LIBOR Loan.

(d) Each Lender shall maintain (or cause its respective Co-Agent to maintain) in accordance with its usual practice an account oraccounts evidencing the indebtedness of Borrower to such Lender resulting from each Loan made by such Lender from time to time, including theamounts of principal and interest payable and paid to such Lender from time to time hereunder. Upon request of Borrower, such Lender’s Co-Agentor the Administrative Agent, such Lender will confirm the outstanding principal balances of its Loans and the amount of any accrued and unpaidinterest thereon. The entries maintained in the accounts maintained pursuant to this Section shall absent manifest error be correct evidence of theexistence and amounts of the Obligations therein recorded; provided, however, that the failure of any Lender (or Co-Agent) to maintain suchaccounts or any error therein shall not in any manner affect the obligation of Borrower to repay the Obligations in accordance with their terms.

5.5. Prepayments. Subject, in the case of CP Rate Loans and LIBOR Loans, to the funding indemnificationprovisions of Section 4.3:

(a) Borrower may from time to time voluntarily prepay, without penalty or premium, all outstanding Advances, or, in a minimumaggregate amount of $1,000,000 per Group (or a larger integral multiple of $1,000,000 per Group), any portion of the outstanding Advances by givingprior written notice to the Co-Agents (each, a “Prepayment Notice”) within the Required Notice Period with respect to each Pool FundedConduit’s Loans so prepaid; provided that each such prepayment of principal complying with the provisions of this section or otherwise isaccompanied by a payment of all accrued and unpaid interest on the amount prepaid, together with all amounts (if any) due under Section 4.3 and anyBroken Funding Costs (if any) due because of such prepayment, and is made between the Groups in such proportions so that after giving effectthereto, the aggregate outstanding principal balance of the Loans outstanding from each Group shall be in proportion to such Group’s Percentage ofthe aggregate outstanding principal balance of all Advances then outstanding hereunder. The Co-Agents agree to use their best efforts to accommodateany request by Borrower to prepay any portion of the outstanding Advances in any manner other than as required herein to minimize any BrokenFunding Costs associated with such prepayment.

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(b) If, on any Business Day, the aggregate outstanding principal amount of the Loans from the BOA Group exceeds the BOAAllocation Limit, or the aggregate principal amount of the Loans outstanding from BOA exceeds the BOA Liquidity Banks’ aggregate LiquidityCommitments, Borrower shall prepay such Loans by wire transfer to the BOA Agent received not later than 1:00 p.m. (New York City time) on thefirst Business Day thereafter in an amount sufficient to eliminate such excess, together with accrued and unpaid interest on the amount prepaid.

(c) If, on any Business Day, the aggregate outstanding principal amount of the Loans from the Gotham Group exceeds theGotham Allocation Limit, or the aggregate principal amount of the Loans outstanding from Gotham exceeds the Gotham Liquidity Banks’ aggregateLiquidity Commitments pursuant to the Gotham Liquidity Agreement divided by 102%, Borrower shall prepay such Loans by wire transfer to theGotham Agent received not later than 1:00 p.m. (New York City time) on the first Business Day thereafter of an amount sufficient to eliminate suchexcess, together with accrued and unpaid interest on the amount prepaid.

(d) If, on any Business Day, the aggregate outstanding principal amount of the Loans from the Starbird Group exceeds theStarbird Allocation Limit, or the aggregate principal amount of the Loans outstanding from Starbird exceeds the Starbird Liquidity Banks’ aggregateLiquidity Commitments pursuant to the Starbird Liquidity Agreement divided by 102%, Borrower shall prepay such Loans by wire transfer to theStarbird Agent received not later than 1:00 p.m. (New York City time) on the first Business Day thereafter of an amount sufficient to eliminate suchexcess, together with accrued and unpaid interest on the amount prepaid.

(e) If, on any Business Day, the aggregate outstanding principal amount of the Loans from the CAFCO Group exceeds theCAFCO Allocation Limit, or the aggregate principal amount of the Loans outstanding from CAFCO exceeds the CAFCO Liquidity Banks’ aggregateLiquidity Commitments pursuant to the CAFCO Liquidity Agreement divided by 102%, Borrower shall prepay such Loans by wire transfer to theCAFCO Agent received not later than 1:00 p.m. (New York City time) on the first Business Day thereafter of an amount sufficient to eliminate suchexcess, together with accrued and unpaid interest on the amount prepaid.

(f) If, on any Business Day, the aggregate outstanding principal amount of the Loans from the Atlantic Group exceeds theAtlantic Allocation Limit, or the aggregate principal amount of the Loans outstanding from Atlantic exceeds the Atlantic Liquidity Banks’ aggregateLiquidity Commitments pursuant to the Atlantic Liquidity Agreement divided by 102%, Borrower shall prepay such Loans by wire transfer to theAtlantic Agent received not later than 1:00 p.m. (New York City time) on the first Business Day thereafter of an amount sufficient to eliminate suchexcess, together with accrued and unpaid interest on the amount prepaid.

(g) If, on any Business Day, the aggregate outstanding principal amount of the Loans from the WCM Group exceeds the WCMAllocation Limit, or the aggregate principal amount of the Loans outstanding from WCM exceeds the WCM Liquidity Banks’ aggregate LiquidityCommitments pursuant to the WCM Liquidity Agreement divided by 102%, Borrower shall prepay such Loans by wire transfer to the WCM Agentreceived not later than 1:00 p.m. (New York City time) on the first Business Day thereafter of an amount sufficient to eliminate such excess, togetherwith accrued and unpaid interest on the amount prepaid.

(h) If, on any Business Day, the aggregate outstanding principal amount of the Loans from the Liberty Street Group exceeds theLiberty Street Allocation Limit, or the aggregate principal

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amount of the Loans outstanding from Liberty Street exceeds the Liberty Street Liquidity Banks’ aggregate Liquidity Commitments pursuant to theLiberty Street Liquidity Agreement divided by 102%, Borrower shall prepay such Loans by wire transfer to the Liberty Street Agent received not laterthan 1:00 p.m. (New York City time) on the first Business Day thereafter of an amount sufficient to eliminate such excess, together with accrued andunpaid interest on the amount prepaid.

(i) Upon receipt of any wire transfer pursuant to Section 1.5(a), (b), (c), (d), (e), (f), (g) or (h), the applicable Co-Agent shallwire transfer to each of its Constituent Lenders their respective shares thereof not later than 1:30 p.m. (New York City time) on the date whenreceived. Any prepayment required pursuant to Section 1.5(b), (c), (d), (e), (f), (g) or (h) shall be applied first, to the ratable reduction of theapplicable Group’s Alternate Base Rate Loans outstanding, second, to the ratable reduction of the applicable Group’s LIBOR Loans outstanding, andlastly, to the reduction of the applicable Group’s CP Rate Loans selected by Borrower (or the Servicer, on Borrower’s behalf).

5.6. Reductions in Aggregate Commitment . Borrower may permanently reduce the Aggregate Commitment inwhole, or ratably among the Groups in part, in a minimum amount of $5,000,000 per Group (or a larger integralmultiple of $1,000,000 per Group), upon at least fifteen (15) Business Days’ written notice to the Co-Agents (each,a “Commitment Reduction Notice” ), which notice shall specify the aggregate amount of any such reduction andeach Group’s respective Percentage thereof, provided, however, that (a) the amount of the Aggregate Commitmentmay not be reduced below the aggregate principal amount of the outstanding Advances, and (b) the amount of theAggregate Commitment may not be reduced below $250,000,000 unless the Aggregate Commitment is terminated infull. All accrued and unpaid fees, including Broken Funding Costs, if any, shall be payable on the effective date ofany termination of the Aggregate Commitment. Each Commitment Reduction Notice shall be irrevocable oncedelivered to the Co-Agents.

5.7. Distribution of Certain Notices; Notification of Interest Rates . Promptly after receipt thereof, each Co-Agent will notify its Constituents of the contents of each Monthly Report, Borrowing Request, CommitmentReduction Notice, Prepayment Notice, or notice of default received by it from Borrower or the Servicer hereunder.In addition, each of the Co-Agents shall promptly notify its Constituent Lenders and Borrower of each determinationof and change in Interest Rates and of any decision by the Liquidity Banks in its Group not to extend their LiquidityTermination Date.

6. BORROWING AND PAYMENT MECHANICS; CERTAIN COMPUTATIONS

6.1. Method of Borrowing. Borrower (or the Servicer, on Borrower’s behalf) shall give the Co-Agentsirrevocable notice in the form of Exhibit II hereto (each, a “Borrowing Request”) not later than 12:00 p.m. (NewYork

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City time) at least one (1) Business Day before the Borrowing Date of each Advance. On each Borrowing Date, eachapplicable Lender shall make available its Loan or Loans in immediately available funds to its Co-Agent by wiretransfer of such amount received not later than 1:00 p.m. (New York City time). Subject to its receipt of such wiretransfers, each Co-Agent will wire transfer the funds so received from its Constituent Lenders to Borrower at theaccount specified in its Borrowing Request not later than 2:00 p.m. (New York City time) on the applicableBorrowing Date. Unless each of the Co-Agents in its sole discretion shall otherwise agree, not more than one (1)Borrowing Date shall occur in any calendar week.

6.2. Selection of CP Tranche Periods and Interest Periods .

(f) Except upon the occurrence and during the continuance of an Amortization Event and subject to Section 2.2(b) and 2.2(c),Borrower (or the Servicer, on Borrower’s behalf) in its Borrowing Request may request Interest Periods from time to time to apply to the LIBORLoans; provided, however, that (x) at any time while any Liquidity Bank or Conduit has LIBOR Loans outstanding, at least one Interest Period ofsuch Liquidity Bank or Conduit shall mature on each Monthly Settlement Date and (y) no Interest Period of any Liquidity Bank or Conduit in a Groupwhich began prior to the Liquidity Termination Date applicable to such Group, shall extend beyond such Liquidity Termination Date, unless suchGroup elects to extend such Liquidity Termination Date.

(g) While each of the Co-Agents will use reasonable efforts to accommodate Borrower’s or the Servicer’s requests for InterestPeriods for LIBOR Loans except during the continuance of an Amortization Event, each of the Co-Agents shall have the right to subdivide anyrequested LIBOR Loan into one or more LIBOR Loans with different Interest Periods, or, if the requested period is not feasible, to suggest analternative Interest Period. Notwithstanding the foregoing, not less than $1,000,000 of principal may be allocated to any CP Tranche Period of theConduits or Interest Period of any Liquidity Funding, and no Alternate Base Rate Loan may have a principal amount of less than $1,000,000.

(h) Borrower (or the Servicer, on Borrower’s behalf) may not request an Interest Period for a LIBOR Loan unless it shall havegiven each of the applicable Co-Agent(s) written notice of its desire therefor not later than 1:00 p.m. (New York City time) at least three (3) BusinessDays prior to the first day of the desired Interest Period, and, solely in the case of the Atlantic Group, received the Atlantic Agent’s consent to themaking of a LIBOR Loan. Accordingly, all Liquidity Fundings shall initially be Alternate Base Rate Loans.

(i) Unless each of the Co-Agents shall have received written notice by 12:00 p.m. (New York City time) on the Business Dayprior to the last day of a CP Tranche Period that Borrower intends to reduce the aggregate principal amount of the CP Rate Loans outstanding, each ofthe Co-Agents and the Conduits shall be entitled to assume that Borrower desires to refinance the principal and interest of each maturing CP Rate Loanon the last day of its CP Tranche Period with new CP Rate Loans having substantially similar CP Tranche Periods; provided, however, thatBorrower shall remain liable to pay in cash any portion of the principal or interest on the maturing CP Rate Loan when due to the extent that theapplicable Conduit cannot issue Promissory Notes or avail itself of a Liquidity Funding, in either case, in the precise amount necessary to refinancethe maturing CP Rate Loan and the accrued and unpaid interest thereon.

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(j) Unless each of the Co-Agents shall have received written notice by 1:00 p.m. (New York City time) on the third (3rd)Business Day prior to the last day of an Interest Period with respect to a LIBOR Loan that Borrower intends to reduce the aggregate principal amountof LIBOR Loans outstanding from the Liquidity Banks, each of the Atlantic Liquidity Banks and the CAFCO Liquidity Banks shall be entitled toassume that Borrower desires to refinance its maturing LIBOR Loans on the last day of such Interest Period with Alternate Base Rate Loans, and eachof the Gotham Liquidity Banks, the WCM Liquidity Banks, the Liberty Street Liquidity Banks, the BOA Liquidity Banks and the Starbird LiquidityBanks shall be entitled to assume that Borrower desires to refinance its maturing LIBOR Loans on the last day of such Interest Period with LIBORLoans for the same Interest Period then ending to the extent of the applicable Liquidity Banks’ ability to provide the funding without the customarythree (3) Business Days notice or, otherwise, with Alternate Base Rate Loans.

6.3. Computation of Concentration Limits and Outstanding Balance . The Obligor Concentration Limits and theaggregate Outstanding Balance of Receivables of each Obligor and its Affiliated Obligors (if any) shall be calculatedas if each such Obligor and its Affiliated Obligors were one Obligor.

6.4. Maximum Interest Rate . No provision of this Agreement shall require the payment or permit thecollection of interest in excess of the maximum permitted by applicable law (the “Maximum Rate”). If at any timethe interest rate applicable to any Loan, together with all fees, charges and other amounts which are treated asinterest on such Loan under applicable law (collectively the “Charges”), shall exceed the Maximum Rate whichmay be contracted for, charged, taken, received or reserved by the Lender holding such Loan in accordance withapplicable law, the rate of interest payable in respect of such Loan hereunder, together with all Charges payable inrespect thereof, shall be limited to the Maximum Rate and, to the extent lawful, the interest and Charges that wouldhave been payable in respect of such Loan but were not payable as a result of the operation of this Section shall becumulated and the interest and Charges payable to such Lender in respect of other Loans or periods shall be increased(but not above the Maximum Rate therefor) until such cumulated amount, together with interest thereon at theFederal Funds Effective Rate to the date of repayment, shall have been received by such Lender.

6.5. Payments and Computations, Etc .

(a) Payments. All amounts to be paid or deposited by Borrower or the Servicer (on Borrower’s behalf) to any of the Agents orLenders (other than amounts payable under Section 4.2) shall be paid by wire transfer of immediately available funds received not later than 1:00 p.m.(New York City time) on the day when due in lawful money of the United States of America to the applicable Co-Agent at its address specified inSchedule 14.2, and, to the extent such payment is for the account of any Lender, the applicable Co-Agent shall promptly disburse such funds to theappropriate Lender(s) in its Group.

(b) Late Payments. To the extent permitted by law, upon demand, Borrower or the Servicer (on Borrower’s behalf), as applicable,shall pay to the applicable Co-Agent for the account of each Person in its Group to whom payment of any Obligation is due, interest on all amountsnot paid or

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deposited by 1:00 p.m. (New York City time) on the date when due (without taking into account any applicable grace period) at the Default Rate.

(c) Method of Computation . All computations of interest at the Alternate Base Rate or the Default Rate shall be made on the basisof a year of 365 (or, when appropriate, 366) days for the actual number of days (including the first day but excluding the last day) elapsed. All othercomputations of interest, and all computations of Servicer’s Fee, any per annum fees payable under Section 4.1 and any other per annum feespayable by Borrower to the Lenders, the Servicer or any of the Agents under the Loan Documents shall be made on the basis of a year of 360 daysfor the actual number of days (including the first day but excluding the last day) elapsed.

(d) Avoidance or Rescission of Payments. To the maximum extent permitted by applicable law, no payment of any Obligationshall be considered to have been paid if at any time such payment is rescinded or must be returned for any reason.

6.6. Non-Receipt of Funds by the Co-Agents . Unless a Lender notifies its Co-Agent prior to the date and timeon which it is scheduled to fund a Loan that it does not intend to fund such Loan, such Co-Agent may assume thatsuch funding will be made and may, but shall not be obligated to, make the amount of such Loan available to theintended recipient in reliance upon such assumption. If such Lender has not in fact funded its Loan proceeds to theapplicable Co-Agent, the recipient of such payment shall, on demand by such Co-Agent, repay to such Co-Agentthe amount so made available together with interest thereon in respect of each day during the period commencing onthe date such amount was so made available by such Co-Agent until the date such Co-Agent recovers such amountat a rate per annum equal to the Federal Funds Effective Rate for such day.

7. SETTLEMENTS

7.1. Collateral Reporting. The Servicer shall deliver the Monthly Reports, Weekly Reports and DailyReports when and as required by Section 8.5. At or before 1:00 p.m. (New York City time) on the Business Daybefore each Settlement Date, each of the Co-Agents shall notify Borrower and the Servicer of (i) the aggregateprincipal balance of all Loans that are then outstanding from its Constituents, and (ii) the aggregate amount of allprincipal, interest and fees that will be due and payable by Borrower to such Co-Agent for the account of such Co-Agent or its Constituents on such Settlement Date.

7.2. Turnover of Collections. Without limiting any Agent’s or Lender’s recourse to Borrower for payment ofany and all Obligations:

(e) If any Collateral Report reveals that a mandatory prepayment is required under Section 1.5(b), (c), (d), (e), (f), (g) or (h),not later than the 1:00 p.m. (New York City time) on the next

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succeeding Settlement Date, the Servicer shall turn over to each applicable Co-Agent, for distribution to its Constituents, a portion of the Collectionsequal to the amount of such required mandatory prepayment.

(f) If, on any Settlement Date, any Loans are to be voluntarily prepaid in accordance with Section 1.5(a), or if the aggregateprincipal amount of the Advances outstanding is to be reduced, the Servicer shall turn over to each of the Co-Agents, for distribution to itsConstituents, a portion of the Collections equal to the Groups’ respective Percentages of the aggregate amount of such voluntary prepayment orreduction and any other amounts required to be paid in connection with such voluntary prepayment or reduction.

(g) In addition to, but without duplication of, the foregoing, on (i) each Settlement Date, (ii) on each Business Day from andafter the occurrence of an Amortization Event and during the continuation thereof, and (iii) each other date on which any principal of or interest onany of the Loans becomes due (whether by acceleration or otherwise) and, in the case of principal, has not been reborrowed pursuant to Section 1.1,the Servicer shall turn over to each of the Co-Agents, for distribution to their respective Constituents, the Groups’ respective Percentages of a portionof the Collections equal to the aggregate amount of all other Obligations that are due and owing on such date; provided, however, that prior to theoccurrence of an Amortization Event, the Servicer shall not be obligated to turn over Collections to pay Obligations other than principal on SettlementDates that are not Monthly Settlement Dates. If the Collections and proceeds of new Loans are insufficient to make all payments required underclauses (a), (b) and (c) and to pay the Servicing Fee and, if applicable, all expenses due and owing to any replacement Servicer under Section 8.1(d)(all of the foregoing, collectively, the “Required Amounts”) and Borrower has made any Demand Advances, Borrower shall make demand uponInternational Paper for payment of the Demand Advances in an amount equal to the lesser of the insufficiency in Required Amounts or the aggregateoutstanding principal balance of such Demand Advances (plus any accrued and unpaid interest thereon) and, upon receipt of any such amounts,Borrower shall pay them to each of the Co-Agents, ratably in accordance with their respective Groups’ Percentages, for distribution in accordancewith this Section 3.2.

(h) If the aggregate amount of Collections and payments on Demand Advances received by the Co-Agents on any Settlement Dateare insufficient to pay all Required Amounts, the aggregate amount received shall be applied to the items specified in the subclauses below, in theorder of priority of such subclauses:

(i) to any accrued and unpaid CP Costs and Interest on the Loans that is then due and owing, including any previouslyaccrued CP Costs and Interest which was not paid on its applicable due date;

(ii) if the Servicer is not Borrower or an Affiliate thereof, to any accrued and unpaid Servicer’s Fee that is then due andowing to such Servicer, together with any invoiced expenses of the Servicer due and owing pursuant to Section 8.1(d);

(iii) to the Facility Fee and the Usage Fee accrued during such Settlement Period, plus any previously accrued FacilityFee and Usage Fee not paid on a prior Monthly Settlement Date;

(iv) to the payment of the principal of any Loans that are then due and owing;

(v) to other Obligations that are then due and owing; and

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(vi) if the Servicer is Borrower, International Paper or one of their respective Affiliates, to the accrued and unpaidServicer’s Fee and Supplemental Servicer’s Fee that are then due and owing to such Servicer.

7.3. Non-Distribution of Servicer’s Fee . Each of the Agents and the other Secured Parties hereby consents tothe retention by the Servicer of a portion of the Collections equal to the Servicer’s Fee so long as the Collectionsreceived by the Servicer are sufficient to pay all amounts pursuant to Section 3.2(d) of a higher priority as specifiedin such Section.

7.4. Deemed Collections. If as of the last day of any Settlement Period:

(e) the outstanding aggregate balance of the Net Pool Balance as reflected in the preceding Collateral Report (net of any positiveadjustments) has been reduced for any of the following reasons:

(i) as a result of any rejected services, any cash discount or any other adjustment by the Originator or any Affiliatethereof (regardless of whether the same is treated by the Originator or such Affiliate as a write-off), or as a result of any surchargeor other governmental or regulatory action, or

(ii) as a result of any setoff or breach of the underlying agreement in respect of any claim by the Obligor thereof(whether such claim arises out of the same or a related or an unrelated transaction), or

(iii) on account of the obligation of the Originator or any Affiliate thereof to pay to the related Obligor any rebate orrefund, or

(iv) the Outstanding Balance of any Receivable is less than the amount included in calculating the Net Pool Balance forpurposes of any Collateral Report (for any reason other than such Receivable becoming a Defaulted Receivable), or

(f) any of the representations or warranties of Borrower set forth in Section 6.1(i), (j), (l), (q)(ii), (r), (s) or (t) was not truewhen made with respect to any Receivable, or any of the representations or warranties of Borrower set forth in Section 6.1(i) or (j) is no longer truewith respect to any Receivable,

then, in such event, Borrower shall be deemed to have received a Collection in an amount equal to (A) the amount of such reduction,cancellation or overstatement, in the case of the preceding clauses (a)(i), (a)(ii), (a)(iii) and (a)(iv), and (B) in the full amount of theOutstanding Balance of such Receivable in the case of the preceding clause (b).

8. FEES AND YIELD PROTECTION

8.1. Fees. International Paper or Borrower, as applicable, shall pay to each of the Agents and the Lenderscertain fees from time to time in amounts and payable on such dates as are set forth in the Fee Letters.

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8.2. Yield Protection.

(j) If any Regulatory Change occurring after the date hereof:

(i) shall subject an Affected Party to any Tax (other than Excluded Taxes), duty or other charge with respect to itsObligations or, as applicable, its Commitment or its Liquidity Commitment, or shall change the basis of taxation of payments to theAffected Party of any Obligations, owed to or funded in whole or in part by it or any other amounts due under this Agreement inrespect of its Obligations or, as applicable, its Commitment or its Liquidity Commitment; or

(ii) shall impose, modify or deem applicable any reserve that was not included in the computation of the applicableInterest Rate, or any special deposit or similar requirement against assets of any Affected Party, deposits or obligations with or forthe account of any Affected Party or with or for the account of any affiliate (or entity deemed by the Federal Reserve Board to bean affiliate) of any Affected Party, or credit extended by any Affected Party; or

(iii) shall affect the amount of capital required or expected to be maintained by any Affected Party; or

(iv) shall impose any other condition affecting any Obligation owned or funded in whole or in part by any AffectedParty, or its rights or obligations, if any, to make Loans or Liquidity Fundings; or

(v) shall change the rate for, or the manner in which the Federal Deposit Insurance Corporation (or a successor thereto)assesses deposit insurance premiums or similar charges;

and the result of any of the foregoing is or would be:

(x) to increase the cost to or to impose a cost on (I) an Affected Party funding or making or maintaining (orproviding or agreeing to provide funding for) any Loan, any Liquidity Funding, or any commitment of such AffectedParty with respect to any of the foregoing, or (II) any of the Agents for continuing its or Borrower’s relationship withany Affected Party, in each case, in an amount deemed to be material by such Affected Party,

(y) to reduce the amount of any sum received or receivable by an Affected Party under this Agreement orunder the Liquidity Agreement, or

(z) to reduce the rate of return on such Affected Party’s capital as a consequence of its Commitment, itsLiquidity Commitment or the Loans made by it to a level below that which such Affected Party could have achieved butfor the occurrence of such circumstances,

then, within thirty days after demand by such Affected Party (which demand shall be made not more than 45 days after the date onwhich the Affected Party becomes aware of such Regulatory

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Change and shall be accompanied by a certificate setting forth, in reasonable detail, the basis of such demand and the methodology forcalculating, and the calculation of the amounts claimed by the Affected Party), Borrower shall pay directly to such Affected Party suchadditional amount or amounts as will compensate such Affected Party for such actual additional cost, actual increased cost or actualreduction.

(k) Each Affected Party will promptly notify Borrower, the Administrative Agent and the applicable Co-Agent of any event ofwhich it has knowledge (including any future event that, in the judgment of such Affected Party, is reasonably certain to occur) which will entitlesuch Affected Party to compensation pursuant to this Section 4.2; provided, however, no failure to give or delay in giving such notification shalladversely affect the rights of any Affected Party to such compensation unless such notification is given more than 45 days after the Affected Partybecomes aware of such Regulatory Change.

(l) In determining any amount provided for or referred to in this Section 4.2, an Affected Party may use any reasonable averagingand attribution methods (consistent with its ordinary business practices) that it (in its reasonable discretion) shall deem applicable. Any Affected Partywhen making a claim under this Section 4.2 shall submit to Borrower the above-referenced certificate as to such actual increased cost or actualreduced return (including calculation thereof in reasonable detail), which shall, in the absence of manifest error, be conclusive and binding uponBorrower.

(m) Each of the Lenders agrees, and to require each Affected Party to agree that, with reasonable promptness after an officer ofsuch Lender or such Affected Party responsible for administering the Transaction Documents becomes aware that it has become an Affected Partyunder this Section 4.2, is entitled to receive payments under this Section 4.2, or is or has become subject to U.S. withholding Taxes payable by anyLoan Party in respect of its investment hereunder, it will, to the extent not inconsistent with any internal policy of such Person or any applicable legal,rating agency or regulatory restriction or directive: (i) use all reasonable efforts to make, fund or maintain its commitment or investment hereunderthrough another branch or office of such Affected Party, or (ii) take such other reasonable measures, if, as a result thereof, the circumstances whichwould cause such Person to be an Affected Party under this Section 4.2 would cease to exist, or the additional amounts which would otherwise berequired to be paid to such Person pursuant to this Section 4.2 would be reduced, or such withholding Taxes would be reduced, and if the making,funding or maintaining of such commitment or investment through such other office or in accordance with such other measures, as the case may be,would not otherwise adversely affect such commitment or investment or the interests of such Person; provided that such Person will not beobligated to utilize such other lending office pursuant to this Section 4.2 unless Borrower agrees to pay all incremental expenses incurred by suchPerson as a result of utilizing such other office as described in clause (i) above.

(n) If any Liquidity Bank (other than a Co-Agent) makes a claim for compensation under this Section 4.2, Borrower may proposean Eligible Assignee to the applicable Co-Agent who is willing to accept an assignment of such Liquidity Bank’s Commitment, Liquidity Commitmentand outstanding Loans, together with each of its other rights and obligations under the Transaction Documents; provided that any expenses or otheramounts which would be owing to such Liquidity Bank pursuant to any indemnification provision hereof (including, if applicable, Section 4.3) shallbe payable by Borrower as if Borrower had prepaid the Loans of the assigning Lenders rather than such assigning Lenders having assigned theirrespective interests hereunder. If such proposed Eligible Assignee is acceptable to the applicable Co-Agent (who shall not unreasonably withhold ordelay its approval and shall be deemed to be acting per se reasonably when following the instructions of any rating agency then rating its respective

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Conduit’s commercial paper or, as applicable, medium term note program), the claiming Liquidity Bank will be obligated to assign all of its rights andobligations to such proposed Eligible Assignee within ten (10) Business Days after such Co-Agent gives its consent to such proposed EligibleAssignee.

8.3. Funding Losses. In the event that any Lender shall actually incur any actual loss or expense (including,without limitation, any actual loss or expense incurred by reason of the liquidation or reemployment of deposits orother funds acquired to make any Loan or Liquidity Funding) as a result of (a) Borrower’s failure to borrow anyLIBOR Loan on the date specified in any Borrowing Request or repayment of any LIBOR Loan on a date other thanthe last day of the applicable interest period, or (b) any event or condition specified in the definition of “BrokenFunding Costs,” then, upon written notice from the applicable Co-Agent to the Administrative Agent, Borrowerand the Servicer, Borrower shall pay to the Servicer, and the Servicer shall pay to the applicable Co-Agent for theaccount of such Lender or Funding Source upon demand, the amount of such actual loss or expense (which shallinclude without limitation all Broken Funding Costs). Such written notice (which shall include the methodology forcalculating, and the calculation of, the amount of such actual loss or expense, in reasonable detail) shall, in theabsence of manifest error, be conclusive and binding upon Borrower and the Servicer.

9. CONDITIONS OF ADVANCES

9.1. Conditions Precedent to Effectiveness . Effectiveness of this Agreement is subject to the conditionsprecedent that (a) the Administrative Agent shall have received on or before the date of such Advance thosedocuments listed on Schedule A to the Receivables Sale and Contribution Agreement and those documents listed onSchedule B to this Agreement, (b) the Rating Agency Condition, if required by any Conduit’s program documents,shall have been satisfied as to each applicable Conduit, (c) the Agents shall have received all fees and expensesrequired to be paid on such date pursuant to the terms of this Agreement and the Fee Letters, (d) Borrower shall haveconverted from a Delaware corporation to a Delaware limited liability company, and (e) all demand advancesoutstanding under the Existing Agreement to IPFS shall have been repaid in cash.

9.2. Conditions Precedent to All Advances . Each Advance and each rollover or continuation of any Advanceshall be subject to the further conditions precedent that (a) the Servicer shall have delivered to the Agents on or priorto the date thereof, in form and substance satisfactory to the Agents, all Collateral Reports as and when due underSection 8.5; (b) the Commitment Termination Date shall not have occurred; (c) the Agents shall have received suchother approvals, opinions or documents as any Agent may reasonably request; and (d) on the date thereof, thefollowing statements shall be true (and

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acceptance of the proceeds of such Advance shall be deemed a representation and warranty by Borrower that suchstatements are then true):

(vii) the representations and warranties set forth in Section 6.1 are true and correct on and as of the date of suchAdvance (or such Settlement Date, as the case may be) as though made on and as of such date;

(viii) no event has occurred and is continuing, or would result from such Advance (or the continuation thereof), that willconstitute an Amortization Event, and no event has occurred and is continuing, or would result from such Advance (or thecontinuation thereof), that would constitute an Unmatured Amortization Event; and

(ix) after giving effect to such Advance (or the continuation thereof), the Aggregate Principal will not exceed theAggregate Commitment.

10. REPRESENTATIONS AND WARRANTIES

10.1. Representations and Warranties of the Loan Parties. Each Loan Party hereby represents and warrants tothe Agents and the Lenders, as to itself, as of the date hereof, as of the date of each Advance and as of eachSettlement Date that:

(g) Existence and Power. Such Loan Party’s jurisdiction of organization is correctly set forth in the preamble to this Agreement.Such Loan Party is duly organized under the laws of that jurisdiction and no other state or jurisdiction. Borrower is validly existing and in goodstanding under the laws of its state of organization. International Paper is validly existing under the laws of its state of organization. Such Loan Party isduly qualified to do business as a foreign entity, and has and holds all organizational power and all governmental licenses, authorizations, consents andapprovals required to carry on its business in each jurisdiction in which its business is conducted except where the failure to so qualify or so holdcould not reasonably be expected to have a Material Adverse Effect.

(h) Power and Authority; Due Authorization, Execution and Delivery . The execution and delivery by such Loan Party of thisAgreement and each other Transaction Document to which it is a party, and the performance of its obligations hereunder and thereunder and, in thecase of Borrower, Borrower’s use of the proceeds of Advances made hereunder, are within such Loan Party’s limited liability company or corporatepowers and authority and have been duly authorized by all necessary limited liability company or corporate action on its part. This Agreement and eachother Transaction Document to which such Loan Party is a party has been duly executed and delivered by such Loan Party.

(i) No Conflict. The execution and delivery by such Loan Party of this Agreement and each other Transaction Document towhich it is a party, and the performance of its obligations hereunder and thereunder (i) do not contravene or violate (A) its certificate of formation andoperating agreement, or articles of incorporation and by-laws, as applicable, (B) any law, rule or regulation applicable to it, (C) any restrictions underany agreement, contract or instrument to which it is a party or by which it or any of its property is bound, or (D) any order, writ, judgment, award,injunction or decree binding on or affecting it or its property, and (ii) do not result in the creation or imposition of any Adverse Claim on assets ofsuch Loan Party or its Material Subsidiaries (except as created hereunder) except, in the case of clauses (i)(B), (i)(C) and (i)(D) above, where suchcontravention or violation could not reasonably be expected to

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have a Material Adverse Effect. No transaction contemplated hereby requires compliance with any bulk sales act or similar law.

(j) Governmental Authorization . No authorization or approval or other action by, and no notice to or filing with, any governmentalauthority or regulatory body is required for the due execution and delivery by such Loan Party of this Agreement or any other Transaction Documentto which it is a party and the performance of its obligations hereunder and thereunder, other than (i) the filing of the financing statements requiredhereunder and (ii) those consents which have duly been obtained and are in full force and effect as of such date.

(k) Actions, Suits. There are no actions, suits or proceedings pending, or to the best of such Loan Party’s knowledge, threatened,against or affecting such Loan Party, or any of its properties, in or before any court, arbitrator or other body, that could reasonably be expected tohave a Material Adverse Effect. Such Loan Party is not in default with respect to any order of any court, arbitrator or governmental body that couldreasonably be expected to have a Material Adverse Effect.

(l) Binding Effect. This Agreement and each other Transaction Document to which such Loan Party is a party constitute the legal,valid and binding obligations of such Loan Party enforceable against such Loan Party in accordance with their respective terms, except as suchenforcement may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws relating to or limiting creditors’ rights generallyand by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law).

(m) Accuracy of Information .

(i) Collateral Reports and Borrowing Base Recomputations . Each Collateral Report delivered pursuant to Sections 3.1and 8.5, and each recomputation (if any) of the Borrowing Base delivered pursuant to Section 3.1, was true and accurate in everymaterial respect on the date specified in such report or recomputation.

(ii) Pre-Closing Collateral Information . All information regarding the Collateral or any Loan Party furnished by anyLoan Party or any of its Affiliates to any of the Agents or Lenders prior to the date of this Agreement was true and accurate in everymaterial respect on the date such information was so furnished except as otherwise disclosed to the Agents and the Lenders prior to thedate hereof and, when taken as a whole together with such subsequent disclosures, did not contain any material misstatement of fact oromit to state a material fact or any fact necessary to make the statements contained therein not misleading.

(iii) Ongoing Collateral Information . All other information regarding the Collateral not covered by clauses (i) and (ii)above which is hereafter furnished by any Loan Party to any of the Agents or Lenders will be true and accurate in every material respecton the date such information is so furnished and, when taken as a whole, will not contain any material misstatement of fact or omit tostate a material fact or any fact necessary to make the statements contained therein not misleading as of the date when so furnished.

(iv) Other Information. All other information regarding any Loan Party, its business, operations, financial condition orprospects furnished by any Loan Party to any of the Agents or Lenders in connection with the Transaction Documents after the date ofthis

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Agreement that is not covered by clauses (i), (ii) or (iii) above, will be true and accurate in every material respect on the date suchinformation is so furnished and, when taken as a whole together with any subsequent updates to such information, will not contain anymaterial misstatement of fact or omit to state a material fact or any fact necessary to make the statements contained therein notmisleading as of the date when furnished or updated.

(n) Use of Proceeds. No proceeds of any Advance hereunder will be used by Borrower (x) to purchase or carry any margin stockas defined in Regulation U promulgated by the Board of Governors of the Federal Reserve System or to advance or provide funds to others for suchpurpose or (y)(i) for a purpose that violates: (A) Section 7.2(e) of this Agreement or (B) Regulation T, U or X promulgated by the Board ofGovernors of the Federal Reserve System from time to time or (ii) to acquire any security in any transaction which is subject to Section 12, 13 or 14of the Securities Exchange Act of 1934, as amended.

(o) Good Title. Borrower is the legal and beneficial owner of the Receivables and Related Security with respect thereto (or, to theextent the transactions contemplated by the Receivables Sale and Contribution Agreement are characterized, against the parties’ express intentions, asother than true sales, possesses a valid and perfected security interest therein), in each case, together with the filing of the financing statementscontemplated hereunder, free and clear of any Adverse Claim, except as created by the Transaction Documents. There have been duly filed allfinancing statements or other similar instruments or documents necessary under the UCC (or any comparable law) of all appropriate jurisdictions toperfect Borrower’s ownership interest in each Receivable, its Collections and the Related Security.

(p) Perfection. This Agreement, together with the filings of the financing statements contemplated hereunder, is effective to createa valid and perfected security interest in favor of the Administrative Agent for the benefit of the Secured Parties in the Collateral to secure payment ofthe Obligations, free and clear of any Adverse Claim except as created by the Transactions Documents. There have been duly filed all financingstatements or other similar instruments or documents necessary under the UCC (or any comparable law) of all appropriate jurisdictions to perfect theAdministrative Agent’s (on behalf of the Secured Parties) security interest in the Collateral.

(q) Places of Business and Locations of Records . The principal places of business and chief executive office of such LoanParty and the offices where it keeps all of its Records are located at the address(es) listed on Exhibit III or such other locations of which theAdministrative Agent has been notified in accordance with Section 7.2(a) in jurisdictions where all action required by Section 14.4(a) has been takenand completed. Borrower’s Federal Employer Identification Number is correctly set forth on Exhibit III.

(r) Collections. The conditions and requirements set forth in Section 7.1(j) and Section 8.2 have at all times been satisfied andduly performed. The names, addresses and jurisdictions of organization of all Collection Banks, together with the account numbers of the CollectionAccounts of Borrower at each Collection Bank and the post office box number of each Lock Box, are listed on Exhibit IV, which Exhibit may beupdated from time to time by the Borrower by written notice to the Agents to reflect the closure of certain (but not all) Lockboxes and CollectionAccounts and the addition of new Lockboxes and Collections Accounts which are subject to Collection Account Agreements. Borrower has notgranted any Person, other than the Administrative Agent as contemplated by this Agreement, dominion and control of any Lock Box or CollectionAccount, or the right to take dominion and control of any such Lock Box or Collection Account at a future time or upon the occurrence of a futureevent.

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Neither Borrower nor initial Servicer has authorized the deposit into any Collection Account of any cash, check or other item except proceeds of theCollateral.

(s) Material Adverse Effect . (i) The Servicer represents and warrants that since December 31, 2011 and, for any date thisrepresentation and warranty is made or deemed made after delivery of annual audited financial statements pursuant to Section 7.1 hereof, the date ofthe most recently delivered annual audited financial statements thereunder, no event has occurred that would have a material adverse effect on thefinancial condition or operations of the initial Servicer and its Subsidiaries, when taken as a whole, or the ability of the initial Servicer to perform itsobligations under this Agreement, and (ii) Borrower represents and warrants that since the date of this Agreement, no event has occurred that wouldhave a material adverse effect on (A) the financial condition or operations of Borrower, (B) the ability of Borrower to perform its obligations underthe Transaction Documents, or (C) the collectibility of the Receivables generally or any material portion of the Receivables.

(t) Names. The name in which Borrower has executed this Agreement is identical to the name of Borrower as indicated on thepublic record of its state of organization which shows Borrower to have been organized. Since its creation, Borrower has not used any legal names,trade names or assumed names other than the name in which it has executed this Agreement and other than Red Bird Receivables, Inc.

(u) Ownership of Borrower . International Paper owns, directly or indirectly, 100% of the issued and outstanding membershipinterests of Borrower, free and clear of any Adverse Claim. Such membership interests are validly issued, fully paid and nonassessable, and there areno options, warrants or other rights to acquire securities of Borrower.

(v) Not an Investment Company . Such Loan Party is not an “investment company” within the meaning of the InvestmentCompany Act of 1940, as amended, or any successor statute.

(w) Compliance with Law. (i) Such Loan Party has complied in all respects with all applicable laws, rules, regulations, orders,writs, judgments, injunctions, decrees or awards to which it is subject, except where the failure to so comply could not reasonably be expected tohave a Material Adverse Effect. (ii) Each Receivable, together with any Contract related thereto, does not contravene any laws, rules or regulationsapplicable thereto (including, without limitation, laws, rules and regulations relating to truth in lending, fair credit billing, fair credit reporting, equalcredit opportunity, fair debt collection practices and privacy), except where such contravention could not reasonably be expected to have a MaterialAdverse Effect.

(x) Compliance with Credit and Collection Policy . Such Loan Party has complied in all material respects with the Credit andCollection Policy with regard to each Receivable and the related Contract, and has not made any material change to such Credit and Collection Policy,except such material change as to which the Administrative Agent has been notified in accordance with Section 7.1(a)(vi).

(y) Payments to International Paper . With respect to each Receivable transferred to Borrower under the Receivables Sale andContribution Agreement, Borrower has given reasonably equivalent value to International Paper in consideration therefor and such transfer was notmade for or on account of an antecedent debt. No transfer by International Paper of any Receivable is or may be voidable under any section of theBankruptcy Reform Act of 1978 (11 U.S.C. §§ 101 et seq.), as amended. In addition to the foregoing, each of International Paper and theBorrower represents and warrants as to itself that each remittance of Collections by International Paper to the Borrower under the

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Receivables Sale and Contribution Agreement will have been (i) in payment of a debt incurred by International Paper in the ordinary course ofbusiness or financial affairs of International Paper and the Borrower and (ii) made in the ordinary course of business or financial affairs ofInternational Paper and the Borrower. Furthermore, the Borrower, the Administrative Agent and each Lender represents and warrants, as to itself, thateach remittance of Collections to the Administrative Agent or the Lenders hereunder will have been (x) in payment of a debt incurred by the Borrowerin the ordinary course of the business or financial affairs of the Borrower and the recipient thereof and (y) made in the ordinary course of thebusiness or financial affairs of the Borrower and the recipient thereof.

(z) Eligible Receivables. Each Receivable included in the Net Pool Balance as an Eligible Receivable on the date of any CollateralReport was an Eligible Receivable on such date.

(aa) Aggregate Commitment . Immediately after giving effect to each Advance and each settlement on any Settlement Datehereunder, the Aggregate Principal is less than or equal to the Aggregate Commitment.

(bb) Accounting. The manner in which such Loan Party accounts for the transactions contemplated by this Agreement and theReceivables Sale and Contribution Agreement does not jeopardize the true sale analysis.

10.2. Liquidity Bank Representations and Warranties. Each Liquidity Bank hereby represents and warrants tothe Agents, the Conduits and the Loan Parties that:

(a) Existence and Power. Such Liquidity Bank is a banking association duly organized, validly existing and in good standingunder the laws of its jurisdiction of organization, and has all organizational power to perform its obligations hereunder and under the LiquidityAgreement.

(b) No Conflict. The execution and delivery by such Liquidity Bank of this Agreement and the Liquidity Agreement and theperformance of its obligations hereunder and thereunder are within its corporate powers, have been duly authorized by all necessary corporate action,do not contravene or violate (i) its certificate or articles of incorporation or association or by-laws, (ii) any law, rule or regulation applicable to it, (iii)any restrictions under any agreement, contract or instrument to which it is a party or any of its property is bound, or (iv) any order, writ, judgment,award, injunction or decree binding on or affecting it or its property, and do not result in the creation or imposition of any Adverse Claim on its assets.This Agreement and the Liquidity Agreement have been duly authorized, executed and delivered by such Liquidity Bank.

(c) Governmental Authorization . No authorization or approval or other action by, and no notice to or filing with, any governmentalauthority or regulatory body is required for the due execution and delivery by such Liquidity Bank of this Agreement or the Liquidity Agreement andthe performance of its obligations hereunder or thereunder.

(d) Binding Effect. Each of this Agreement and the Liquidity Agreement constitutes the legal, valid and binding obligation ofsuch Liquidity Bank enforceable against such Liquidity Bank in accordance with its terms, except as such enforcement may be limited by applicablebankruptcy, insolvency, reorganization or other similar laws relating to or limiting creditors’ rights generally and by general principles of equity(regardless of whether such enforcement is sought in a proceeding in equity or at law).

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11. COVENANTS

11.1. Affirmative Covenants of the Loan Parties . Until the Final Payout Date, each Loan Party herebycovenants, as to itself, as set forth below:

(e) Financial Reporting. Such Loan Party will maintain, for itself and each of its domestic Subsidiaries, a system of accountingestablished and administered in accordance with GAAP, and furnish or cause to be furnished to the Co-Agents or, in the case of clauses (i) and (ii)below, make publicly available at no cost to Co-Agents on EDGAR:

(x) Annual Reporting. Within 100 days after the close of each of its respective fiscal years, audited, unqualifiedfinancial statements (which shall include balance sheets, statements of income and retained earnings and a statement of cash flows) forInternational Paper and Borrower for such fiscal year certified in a manner reasonably acceptable to the Administrative Agent by independentpublic accountants of recognized national standing. Information required to be delivered pursuant to this Section 7.1(a)(i) shall be deemed tohave been delivered on the date on which the Servicer notifies the Administrative Agent that such information has been posted on theServicer’s website located at http://www.internationalpaper.com, at www.sec.gov or at another website identified by the Servicer in a noticeto the Administrative Agent and accessible by the Co-Agents and the Lenders without charge.

(xi) Quarterly Reporting. Within 55 days after the close of the first three (3) quarterly periods of each of its respectivefiscal years, balance sheets of each of International Paper and Borrower as at the close of each such period and statements of income andretained earnings and a statement of cash flows for each such Person for the period from the beginning of such fiscal year to the end of suchquarter, all certified by a senior financial officer of such Person. Information required to be delivered pursuant to this Section 7.1(a)(ii) shallbe deemed to have been delivered on the date on which the Servicer notifies the Administrative Agent that such information has been postedon the Servicer’s website located at http://www.internationalpaper.com, at www.sec.gov or at another website identified by the Servicer in anotice to the Administrative Agent and accessible by the Co-Agents and the Lenders without charge.

(xii) Compliance Certificate . Together with the financial statements required hereunder, a compliance certificate insubstantially the form of Exhibit V signed by Borrower’s Authorized Officer and dated the date of such annual financial statement or suchquarterly financial statement, as the case may be.

(xiii) S.E.C. Filings. Promptly upon the filing thereof, copies of all registration statements (other than registrationstatements filed on Form S-8 and pricing supplements) and reports on form 8-K or successor forms which International Paper or any of itsAffiliates files with the Securities and Exchange Commission. Information required to be delivered pursuant to this Section 7.1(a)(iv) shallbe deemed to have been delivered on the date on which the Servicer notifies the Administrative Agent that such information has been postedon the Servicer’s website located at http://www.internationalpaper.com, at www.sec.gov or at another website identified by the Servicer in anotice to the Administrative Agent and accessible by the Co-Agents and the Lenders without charge.

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(xiv) Copies of Notices. Promptly upon its receipt of any notice, request for consent, financial statements, certification,report or other material communication under or in connection with any Transaction Document from any Person other than one of the Agentsor Lenders, copies of the same.

(xv) Change in Credit and Collection Policy . At least thirty (30) days prior to the effectiveness of any material change inor material amendment to the Credit and Collection Policy, a copy of the Credit and Collection Policy then in effect and a notice (A)indicating such change or amendment, and (B) if such proposed change or amendment would be reasonably likely to adversely affect thecollectibility of the Receivables or decrease the credit quality of any newly created Receivables, requesting the Administrative Agent’sconsent thereto.

(xvi) Other Information. Promptly, from time to time, (A) such other information, documents, records or data relating tothe Receivables or (B) such other information, documents, records or data relating to the condition or operations, financial or otherwise, ofsuch Loan Party each as the Administrative Agent may from time to time reasonably request in order to protect the interests of the Agents andthe Lenders under or as contemplated by this Agreement.

(f) Notices. Such Loan Party will notify the Administrative Agent in writing of any of the following promptly upon learning ofthe occurrence thereof with respect to such Loan Party, describing the same and, if applicable, the steps being taken with respect thereto:

(i) Amortization Events or Unmatured Amortization Events . The occurrence of each Amortization Event and eachUnmatured Amortization Event, by a statement of an Authorized Officer of such Loan Party.

(ii) Judgments and Proceedings . (A) (1) The entry of any judgment or decree against the Servicer or any of itsSubsidiaries if the aggregate amount of all judgments and decrees then outstanding against the Servicer and its Subsidiaries exceeds$200,000,000 after deducting (a) the amount with respect to which the Servicer or any such Subsidiary, as the case may be, is insured and theinsurer has not denied coverage, and (b) the amount for which the Servicer or any such Subsidiary is otherwise indemnified if the terms ofsuch indemnification are satisfactory to the Administrative Agent, and (2) the institution of any litigation, arbitration proceeding orgovernmental proceeding against the Servicer which, individually or in the aggregate, could reasonably be expected to have a MaterialAdverse Effect; and (B) the entry of any judgment or decree or the institution of any litigation, arbitration proceeding or governmentalproceeding against Borrower.

(iii) Material Adverse Effect . The occurrence of any event or condition that has had, or could reasonably be expected tohave, a Material Adverse Effect.

(iv) Termination Date. The occurrence of the “Termination Date” under and as defined in the Receivables Sale andContribution Agreement.

(v) Defaults Under Other Agreements . The occurrence of a default or an amortization event under any other financingarrangements pursuant to which International Paper is a debtor or an obligor and such financing arrangement is in excess of $200,000,000.

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(vi) Downgrade of International Paper . Any downgrade in the rating of any Indebtedness of International Paper by S&Por Moody’s, setting forth the Indebtedness affected and the nature of such change.

(g) Compliance with Laws and Preservation of Legal Existence . Such Loan Party will comply in all respects with all applicablelaws, rules, regulations, orders, writs, judgments, injunctions, decrees or awards to which it is subject, except where the failure to so comply couldnot reasonably be expected to have a Material Adverse Effect. Such Loan Party will preserve and maintain its legal existence, rights, franchises andprivileges in the jurisdiction of its organization, and qualify and remain qualified in good standing as a foreign corporation or limited liability company,as the case may be, in each jurisdiction where its business is conducted, except where the failure to so preserve and maintain or qualify could notreasonably be expected to have a Material Adverse Effect.

(h) Audits. Such Loan Party will from time to time during regular business hours as requested by the Administrative Agent uponreasonable notice (except as provided below) and at the sole cost of such Loan Party, permit the Administrative Agent, or its agents or representatives,and use its best efforts to obtain permission from Cap Gemini-Poland for the Co-Agents or their agents or representatives: (i) to examine and makecopies of and abstracts from all Records in the possession or under the control of such Person or Cap Gemini-Poland relating to the Collateral,including, without limitation, the related Contracts other than those Contracts that are subject to confidentiality agreements for which the Loan Partieshave been unable, after diligent efforts, to obtain consent to disclosure, and (ii) to visit the offices and properties of such Person and Cap Gemini-Poland, for the purpose of examining such materials described in clause (i) above, and to discuss matters relating to such Person’s financial conditionor the Collateral or any Person’s performance under any of the Transaction Documents or any Person’s performance under the Contracts or CapGemini-Poland’s performance under the Cap Gemini-Poland Contract and, in each case, with any of the officers or employees of any Loan Party orCap Gemini-Poland, as the case may be, having knowledge of such matters (each of the foregoing examinations and visits, a “Review”); provided,however, that, so long as no Amortization Event or Cap Gemini-Poland Trigger Event has occurred and is continuing, (A) the Loan Parties shall onlybe responsible for the costs and expenses of one (1) Review in any one calendar year, and (B) the Administrative Agent will not request more thantwo (2) Reviews in any one calendar year.

(i) Keeping and Marking of Records and Books .

(i) The Servicer will maintain and implement administrative and operating procedures (including, without limitation, anability to recreate records evidencing Receivables in the event of the destruction of the originals thereof), and keep and maintain all documents, books,records and other information reasonably necessary or advisable for the collection of all Receivables (including, without limitation, records adequateto permit the immediate identification of each new Receivable and all Collections of and adjustments to each existing Receivable). The Servicer willgive the Administrative Agent notice of any material change in the administrative and operating procedures referred to in the previous sentence.

(ii) Each of the Loan Parties will: (A) on or prior to the date hereof, mark its master data processing records and otherbooks and records relating to the Loans with a legend, acceptable to the Administrative Agent, describing the Administrative Agent’s security interestin the Collateral and (B) upon the request of the Administrative Agent following the occurrence and continuation of an Amortization Event: (x) markeach Contract constituting an instrument, chattel paper or a certificated security (each, as defined in the UCC) with a legend describing theAdministrative

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Agent’s security interest and (y) deliver to the Administrative Agent all Contracts (including, without limitation, all multiple originals of any suchContract constituting an instrument, a certificated security or chattel paper) relating to the Receivables.

(j) Compliance with Contracts and Credit and Collection Policy . Each of the Loan Parties will timely and fully (i) perform andcomply with all material provisions, covenants and other promises required to be observed by it under the Contracts related to the Receivables, and (ii)comply in all material respects with the Credit and Collection Policy in regard to each Receivable and the related Contract.

(k) Performance and Enforcement of the Receivables Sale and Contribution Agreement . Borrower will, and will requireInternational Paper to, perform its respective obligations and undertakings under and pursuant to the Receivables Sale and Contribution Agreement.Borrower will purchase Receivables thereunder in strict compliance with the terms thereof and will vigorously enforce the rights and remediesaccorded to Borrower under the Receivables Sale and Contribution Agreement. Borrower will take all actions necessary to perfect and enforce itsrights and interests (and the rights and interests of the Administrative Agent and the Lenders as assignees of Borrower) under the Receivables Sale andContribution Agreement as the Administrative Agent may from time to time reasonably request, including, without limitation, making claims to whichit may be entitled under any indemnity, reimbursement or similar provision contained in the Receivables Sale and Contribution Agreement.

(l) Ownership. Borrower will (or will require International Paper to) take all necessary action to (i) vest legal and equitable title tothe Collateral irrevocably in Borrower, free and clear of any Adverse Claims (other than Adverse Claims in favor of the Administrative Agent, for thebenefit of the Secured Parties) including, without limitation, the filing of all financing statements or other similar instruments or documents necessaryunder the UCC (or any comparable law) of all appropriate jurisdictions to perfect Borrower’s interest in such Collateral and such other necessaryaction to perfect, protect or more fully evidence the interest of Borrower therein as the Administrative Agent may reasonably request, and (ii) establishand maintain, in favor of the Administrative Agent, for the benefit of the Secured Parties, a valid and perfected first priority security interest in allCollateral, free and clear of any Adverse Claims, including, without limitation, the filing of all financing statements or other similar instruments ordocuments necessary under the UCC (or any comparable law) of all appropriate jurisdictions to perfect the Administrative Agent’s (for the benefit ofthe Secured Parties) security interest in the Collateral and such other action to perfect, protect or more fully evidence the interest of the AdministrativeAgent for the benefit of the Secured Parties as the Administrative Agent may reasonably request.

(m) Reliance. Borrower acknowledges that the Agents and the Lenders are entering into the transactions contemplated by thisAgreement in reliance upon Borrower’s identity as a legal entity that is separate from International Paper and its other Affiliates. Therefore, from andafter the date of execution and delivery of this Agreement, Borrower shall take all necessary and reasonable steps, including, without limitation, allsteps that any Agent may from time to time reasonably request, to maintain Borrower’s identity as a separate legal entity and to make it manifest to thirdparties that Borrower is an entity with assets and liabilities distinct from those of International Paper and any Affiliates thereof (other than Borrower)and not just a division of International Paper or any such other Affiliate. Without limiting the generality of the foregoing and in addition to the othercovenants set forth herein, Borrower will:

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(i) conduct its own business in its own name and require that all full-time employees of Borrower, if any, identifythemselves as such and not as employees of International Paper or any of its other Affiliates (including, without limitation, by means ofproviding appropriate employees with business or identification cards identifying such employees as Borrower’s employees);

(ii) compensate all consultants, independent contractors and agents directly, from Borrower’s own funds, for servicesprovided to Borrower by such consultants, independent contractors and agents and, to the extent any employee, consultant or agent ofBorrower is also an employee, consultant or agent of International Paper or any of its other Affiliates, allocate the compensation of suchemployee, consultant or agent between Borrower and International Paper or such other Affiliate, as applicable, on a basis that reflects theservices rendered to Borrower and International Paper or such other Affiliate, as applicable;

(iii) clearly identify its offices (by signage or otherwise) as its offices and, to the extent that Borrower and any of itsaffiliates occupy any premises in the same location, allocate fairly, appropriately and nonarbitrarily any rent and overhead expenses amongand between such entities with the result that each entity bears its fair share of all such rent and expenses;

(iv) (A) have a separate telephone number, which will be answered only in its name and (B) separate stationery in its ownname;

(v) conduct all transactions with International Paper and its other Affiliates (including, without limitation, acceptance ofany delegation of International Paper’s obligations hereunder as Servicer) strictly on an arm’s-length basis, allocate all overhead expenses(including, without limitation, telephone and other utility charges) for items shared between Borrower and International Paper and such otherAffiliates on the basis of actual use to the extent practicable and, to the extent such allocation is not practicable, on a basis reasonably relatedto actual use;

(vi) at all times have a board of managers consisting of three members, at least one member of which is an IndependentManager;

(vii) observe all limited liability company formalities as a distinct entity, and ensure that all limited liability companyactions relating to (A) the selection, maintenance or replacement of the Independent Manager , (B) the dissolution or liquidation of Borroweror (C) the initiation of, participation in, acquiescence in or consent to any bankruptcy, insolvency, reorganization or similar proceedinginvolving Borrower, are duly authorized by unanimous vote of its Board of Managers (including the Independent Manager);

(viii) maintain Borrower’s books and records separate from those of International Paper and any other Affiliate thereofand otherwise readily identifiable as its own assets rather than assets of International Paper or any other Affiliate thereof;

(ix) prepare its financial statements separately from those of International Paper and insure that any consolidated financialstatements of International Paper or any other Affiliate thereof that include Borrower and that are filed with the Securities and ExchangeCommission or any other governmental agency have notes clearly stating that Borrower is a separate legal entity and that its assets will beavailable first and foremost to satisfy the claims of the creditors of Borrower;

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(x) except as herein specifically otherwise provided, maintain the funds or other assets of Borrower separate from, andnot commingled with, those of International Paper or any other Affiliate thereof and only maintain bank accounts or other depositoryaccounts to which Borrower alone is the account party, into which Borrower alone makes deposits and from which Borrower alone (or theAdministrative Agent hereunder) has the power to make withdrawals;

(xi) pay all of Borrower’s operating expenses from Borrower’s own assets (except for certain payments by InternationalPaper or other Persons pursuant to allocation arrangements that comply with the requirements of this Section 7.1(i));

(xii) operate its business and activities such that: it does not engage in any business or activity of any kind, or enter intoany transaction or indenture, mortgage, instrument, agreement, contract, lease or other undertaking, other than the transactions contemplatedand authorized by this Agreement and the Receivables Sale and Contribution Agreement; and does not create, incur, guarantee, assume orsuffer to exist any indebtedness or other liabilities, whether direct or contingent, other than (1) as a result of the endorsement of negotiableinstruments for deposit or collection or similar transactions in the ordinary course of business, (2) the incurrence of obligations under thisAgreement, (3) the incurrence of obligations, as expressly contemplated in the Receivables Sale and Contribution Agreement, to makepayment to International Paper for the purchase of Receivables thereunder, and (4) the incurrence of operating expenses in the ordinarycourse of business of the type otherwise contemplated by this Agreement;

(xiii) maintain its certificate of formation and operating agreement in conformity with this Agreement, such that (A) itdoes not amend, restate, supplement or otherwise modify its certificate of formation and operating agreement in any respect that would impairits ability to comply with the terms or provisions of any of the Transaction Documents, including, without limitation, this Section 7.l(i); and(B) at all times that this Agreement is in effect, provides for not less than ten (10) Business Days’ prior written notice to the Co-Agents ofthe proposed replacement or appointment of any manager that is to serve as an Independent Manager for purposes of this Agreement and thecondition precedent to giving effect to such replacement or appointment that each of the Co-Agents shall have determined in its reasonablejudgment that the designated Person satisfies the criteria set forth in the definition herein of “Independent Manager” (it being understood thateach of the Co-Agents shall use commercially reasonable efforts to respond in writing to any such notice not more than ten (10) BusinessDays after its actual receipt thereof and, in the case of any negative response, to specify the reason(s) therefor; provided, however, that inthe event that any Co-Agent fails to respond in ten (10) Business Days after its actual receipt of such notice, such Co-Agent shall be given asecond notice of the proposed new Independent Manager and an additional five (5) Business Days to respond, and if such Co-Agent fails torespond in such additional five (5) Business Days after its actual receipt of such second notice, such Co-Agent shall be deemed to haveconfirmed that the designated Person satisfies the criteria set forth in the definition herein of “Independent Manager”);

(xiv) maintain the effectiveness of the Receivables Sale and Contribution Agreement, and continue to perform under theReceivables Sale and Contribution Agreement, such that it does not amend, restate, supplement, cancel, terminate or otherwise modify theReceivables Sale and Contribution Agreement, or give any consent, waiver, directive or approval thereunder or waive any default, action,omission or breach under the Receivables Sale and

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Contribution Agreement or otherwise grant any indulgence thereunder, without (in each case) the prior written consent of the AdministrativeAgent;

(xv) maintain its limited liability company separateness such that it does not merge or consolidate with or into, or convey,transfer, lease or otherwise dispose of (whether in one transaction or in a series of transactions, and except as otherwise contemplated herein)all or substantially all of its assets (whether now owned or hereafter acquired) to, or acquire all or substantially all of the assets of, anyPerson, nor at any time create, have, acquire, maintain or hold any interest in any Subsidiary.

(xvi) maintain at all times the Required Capital Amount (as defined in the Receivables Sale and Contribution Agreement)and refrain from making any dividend, distribution, redemption of membership interests or payment of any subordinated indebtedness whichwould cause the Required Capital Amount to cease to be so maintained; and

(xvii) take such other actions as are necessary on its part to ensure that the facts and assumptions set forth in (A) theopinion issued by Alston & Bird LLP as counsel for Borrower, in connection with the closing or initial Advance under this Agreement and(B) any subsequent opinion issued from time to time by counsel for Borrower, in each case, relating to true sale and substantiveconsolidation issues, and in the certificates accompanying each such opinion, remain true and correct in all material respects at all times.

(n) Collections. Each of the Loan Parties will cause (1) all proceeds from all Lock Boxes to be directly deposited by a CollectionBank into a Collection Account and (2) each Lock Box and Collection Account to be subject at all times to a Collection Account Agreement that is infull force and effect. In the event any payments relating to the Collateral are remitted directly to Borrower or any Affiliate of Borrower, Borrower willremit (or will cause all such payments to be remitted) directly to a Collection Bank and deposited into a Collection Account within two (2) BusinessDays following receipt thereof, and, at all times prior to such remittance, Borrower will itself hold or, if applicable, will cause such payments to beheld in trust for the exclusive benefit of the Administrative Agent and the Lenders. Borrower will maintain exclusive ownership, dominion and control(subject to the terms of this Agreement) of each Lock Box and Collection Account and shall not grant the right to take dominion and control of anyLock Box or Collection Account at a future time or upon the occurrence of a future event to any Person, except to the Administrative Agent ascontemplated by this Agreement.

(o) Taxes. The Borrower will file all tax returns and reports required by law to be filed by it and International Paper will file allmaterial tax returns and reports required by law to be filed by it, and each of the Borrower and International Paper will promptly pay all taxes andgovernmental charges at any time owing, except any such taxes which are not yet delinquent or are being diligently contested in good faith byappropriate proceedings and for which adequate reserves in accordance with GAAP shall have been set aside on its books. Borrower will pay whendue any taxes payable in connection with the Receivables, exclusive of taxes on or measured by income or gross receipts of any Agent or any Lender.

(p) Payment to International Paper . With respect to any Receivable purchased by Borrower from International Paper, such saleshall be effected under, and in strict compliance with the terms of (including any grace periods contained therein), the Receivables Sale andContribution Agreement, including, without limitation, the terms relating to the amount and timing of payments to be made to International Paper inrespect of the purchase price for such Receivable.

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11.2. Negative Covenants of the Loan Parties . Until the Final Payout Date, each Loan Party hereby covenants,as to itself, that:

(a) Name Change, Offices and Records . No Loan Party will change its name, identity or structure (within the meaning of anyapplicable enactment of the UCC), change its state of organization, or change any office where Records are kept unless it shall have: (i) given theAdministrative Agent at least ten (10) Business Days’ prior written notice thereof and (ii) delivered to the Administrative Agent all financingstatements, instruments and other documents reasonably and promptly requested by the Administrative Agent in connection with such change orrelocation.

(b) Change in Payment Instructions to Obligors . Except as may be required by the Administrative Agent pursuant to Section8.2(b), Borrower and the Servicer will not add or terminate any bank as a Collection Bank, or make any change in the instructions to Obligorsregarding payments to be made to any Lock Box or Collection Account, unless the Administrative Agent shall have received, at least ten (10) daysbefore the proposed effective date therefor, (i) written notice of such addition, termination or change and (ii) with respect to the addition of aCollection Bank or a Collection Account or Lock Box, an executed Collection Account Agreement with respect to the new Collection Account orLock Box; provided, however, that the Servicer may make changes in instructions to Obligors without any prior notice regarding payments if suchnew instructions require such Obligor to make payments to another existing Collection Account.

(c) Modifications to Contracts and Credit and Collection Policy . Such Loan Party will not make any change to the Credit andCollection Policy that could adversely affect the collectibility of the Receivables or decrease the credit quality of any newly created Receivables.Except as provided in Section 8.2(d), the Servicer will not extend, amend or otherwise modify the terms of any Receivable or any Contract relatedthereto other than in accordance with the Credit and Collection Policy.

(d) Sales, Liens. Except as otherwise contemplated by the Transaction Documents, Borrower will not sell, assign (by operationof law or otherwise) or otherwise dispose of, or grant any option with respect to, or create or suffer to exist any Adverse Claim upon (including,without limitation, the filing of any financing statement) or with respect to, any of the Collateral, or assign any right to receive income with respectthereto (other than, in each case, the creation of a security interest therein in favor of the Administrative Agent as provided for herein), and Borrowerwill defend the right, title and interest of the Secured Parties in, to and under any of the foregoing property, against all claims of third parties claimingthrough or under Borrower or International Paper.

(e) Use of Proceeds. Borrower will not use the proceeds of the Advances for any purpose other than (i) paying for Receivablesand Related Security under and in accordance with the Receivables Sale and Contribution Agreement, including without limitation, making paymentson the Subordinated Note to the extent permitted thereunder and under the Receivables Sale and Contribution Agreement, (ii) making DemandAdvances to International Paper at any time prior to the Commitment Termination Date while it is acting as Servicer and no Amortization Event orUnmatured Amortization Event exists and is continuing, (iii) paying its ordinary and necessary operating expenses when and as due, and (iv) makingRestricted Junior Payments to the extent permitted under this Agreement.

(f) Termination Date Determination. Borrower will not designate the Termination Date (as defined in the Receivables Sale andContribution Agreement), or send any written notice to International Paper in respect thereof, without the prior written consent of the Co-Agents,except with

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respect to the occurrence of such Termination Date arising pursuant to Section 5.1(d) of the Receivables Sale and Contribution Agreement.

(g) Restricted Junior Payments . Borrower will not make any Restricted Junior Payment if after giving effect thereto, Borrower’sNet Worth (as defined in the Receivables Sale and Contribution Agreement) would be less than the Required Capital Amount (as defined in theReceivables Sale and Contribution Agreement).

(h) Borrower Indebtedness . Borrower will not incur or permit to exist any Indebtedness or liability on account of deposits except:(i) the Obligations, (ii) the Subordinated Loans, and (iii) other current accounts payable arising in the ordinary course of business and not overdue.

(i) Prohibition on Additional Negative Pledges . No Loan Party will enter into or assume any agreement (other than this Agreementand the other Transaction Documents) prohibiting the creation or assumption of any Adverse Claim upon the Collateral except as contemplated by theTransaction Documents, or otherwise prohibiting or restricting any transaction contemplated hereby or by the other Transaction Documents, and noLoan Party will enter into or assume any agreement creating any Adverse Claim upon the Subordinated Notes.

12. ADMINISTRATION AND COLLECTION

12.1. Designation of Servicer .

(j) The servicing, administration and collection of the Receivables shall be conducted by such Person (the “Servicer”) sodesignated from time to time in accordance with this Section 8.1. International Paper is hereby designated as, and hereby agrees to perform the dutiesand obligations of, the Servicer pursuant to the terms of this Agreement. The Administrative Agent shall upon the direction of the Majority Co-Agentsat any time following the occurrence and continuation of an Amortization Event designate as Servicer any Person to succeed International Paper or anysuccessor Servicer provided that the Rating Agency Condition is satisfied.

(k) Without the prior written consent of the Agents, International Paper shall not be permitted to delegate any of its duties orresponsibilities as Servicer to any Person other than (i) Borrower, (ii) with respect to certain Defaulted Receivables, outside collection agencies inaccordance with its customary practices, and (iii) solely to the extent and on the conditions provided in Section 8.1(d), Cap Gemini-Poland. NeitherCap Gemini-Poland nor Borrower shall be permitted to further delegate to any other Person any of the duties or responsibilities of the Servicerdelegated to it by International Paper. If at any time the Administrative Agent shall designate as Servicer any Person other than International Paper, allduties and responsibilities theretofore delegated by International Paper to Cap Gemini-Poland or Borrower may, at the discretion of the AdministrativeAgent, be terminated forthwith on notice given by the Administrative Agent to International Paper, Cap Gemini-Poland and Borrower.

(l) Notwithstanding the foregoing subsection (b): (i) International Paper shall be and remain primarily liable to the Agents and theLenders for the full and prompt performance of all duties and responsibilities of the Servicer hereunder and (ii) the Agents and the Lenders shall beentitled to deal exclusively with International Paper in matters relating to the discharge by the Servicer of its duties and responsibilities hereunder. TheAgents and the Lenders shall not be required to give notice, demand or other communication to any Person other than International Paper in order forcommunication to the Servicer and its sub-servicer or other delegate with respect thereto to be accomplished. International

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Paper, at all times that it is the Servicer, shall be responsible for providing any sub-servicer or other delegate of the Servicer with any notice given tothe Servicer under this Agreement.

(d) International Paper may delegate its cash application, collection and posting responsibilities with respect toCollections which are listed under the sub-heading “Basic Activities” in Section C to Schedule 1A of Change Order 9 and Section A ofSchedule 1B of Change Order 12 to the Cap Gemini-Poland Contract (collectively, the “Services”) to Cap Gemini-Poland so long as:

(i) International Paper notifies the Agents in writing of the date on which International Paper ceases to performin Memphis, Tennessee, the application and posting Services and the collection Services (each such date, a“Go-Live Date”),

(ii) within 45 days after each of the Go-Live Date for the application and posting Services and the Go-Live Datefor the collection Services, International Paper tests (to the Agents’ satisfaction and in the presence of anindependent accounting firm of nationally recognized standing) International Paper’s ability to completely re-assume the delegated responsibilities within 24 hours after the occurrence of a Cap Gemini-Poland TriggerEvent that is not waived (the “Clawback Test”),

(iii) all Lock Boxes and Collection Accounts remain in the United States of America,

(iv) International Paper continues to maintain the database into which Cap Gemini-Poland is posting cashCollections on computers in the United States which are owned or leased by International Paper and underInternational Paper’s (or one of its domestic Affiliates’) control,

(v) Cap Gemini-Poland does not become a creditor of the Borrower,

(vi) there is no increase in the overall cost of servicing the Receivables as a result of such delegation, and

(vii) copies of all change orders and other amendments or supplements to the Cap Gemini-Poland Contract thatrelate in any manner to (A) the Receivables and Collections, (B) the Services, and/or (C) any Person’srights to terminate the Services, are provided to the Agents prior to the effective date thereof and withoutthe Agents’ prior written consent, there is no Change Order or other amendment or supplement to the CapGemini-Poland Contract now or hereafter executed by any Affiliate of International Paper that seeks to alterthe Services

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being performed with respect to the Receivables or the locations where the cash application, collection andposting Services are performed as set forth on Schedule 17 to the Cap Gemini-Poland Contract.

In addition, upon the occurrence of a Cap Gemini-Poland Trigger Event, within 15 Business Days after receipt ofwritten instructions from one or more of the Agents requiring termination of the delegation of all or any portion of theServices, International Paper shall cease delegating the specified portion of the Services and re-assume performancethereof in Memphis, Tennessee or such other location to be determined by International Paper. In addition, following theoccurrence of a Cap Gemini-Poland Trigger Event that is not waived by the Agents within 15 Business Days after theoccurrence thereof, the Agents shall be entitled to conduct a Review pursuant to Section 7.1(d) to determine whetherthe Servicer has completely re-assumed all duties previously delegated to Cap Gemini-Poland pursuant to this Sectionthat are requested by the Agents to be re-assumed.

12.2. Duties of Servicer.

(a) The Servicer shall take or cause to be taken all such actions as may be necessary or advisable to collect each Receivable fromtime to time, all in accordance with applicable laws, rules and regulations, with reasonable care and diligence, and in accordance with the Credit andCollection Policy.

(b) The Servicer will instruct all Obligors to pay all Collections directly to a Lock Box or Collection Account. The Servicer shalleffect a Collection Account Agreement in form reasonably acceptable to the Administrative Agent with each bank party to a Collection Account at anytime. In the case of any remittances received in any Lock Box or Collection Account that shall have been identified, to the satisfaction of the Servicer,to not constitute Collections or other proceeds of the Receivables or the Related Security, the Servicer shall promptly remit such items to the Personidentified to it as being the owner of such remittances. From and after the date the Administrative Agent delivers to any Collection Bank a CollectionNotice pursuant to Section 8.3, the Administrative Agent may request that the Servicer, and the Servicer thereupon promptly shall instruct all Obligorswith respect to the Receivables, to remit all payments thereon to a new depositary account specified by the Administrative Agent and, at all timesthereafter, Borrower and the Servicer shall not deposit or otherwise credit, and shall not permit any other Person to deposit or otherwise credit to suchnew depositary account any cash or payment item other than Collections.

(c) The Servicer shall administer the Collections in accordance with the procedures described herein and in Article II. TheServicer shall set aside and hold in trust for the account of Borrower and the Lenders their respective shares of the Collections in accordance withArticle II. The Servicer shall, upon the request of the Administrative Agent, segregate, in a manner acceptable to the Administrative Agent, all cash,checks and other instruments received by it from time to time constituting Collections from the general funds of the Servicer or Borrower prior to theremittance thereof in accordance with Article II. If the Servicer shall be required to segregate Collections pursuant to the preceding sentence, theServicer shall segregate and deposit with a bank designated by the Administrative Agent such allocable share of Collections of Receivables set asidefor the Lenders on the first Business

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Day following receipt by the Servicer of such Collections, duly endorsed or with duly executed instruments of transfer.

(d) The Servicer may, in accordance with the Credit and Collection Policy, extend the maturity of any Receivable or adjust theOutstanding Balance of any Receivable as the Servicer determines to be appropriate to maximize Collections thereof; provided, however, that suchextension or adjustment shall not alter the status of such Receivable as a Delinquent Receivable or Defaulted Receivable or limit the rights of theAdministrative Agent or the Lenders under this Agreement. Notwithstanding anything to the contrary contained herein, upon the occurrence andduring the continuance of an Amortization Event the Administrative Agent shall have the absolute and unlimited right to direct the Servicer tocommence or settle any legal action with respect to any Receivable or to foreclose upon or repossess any Related Security.

(e) The Servicer shall hold in trust for Borrower and the Lenders all Records that (i) evidence or relate to the Receivables, therelated Contracts and Related Security or (ii) are otherwise necessary or desirable to collect the Receivables and shall, as soon as practicable after theoccurrence and during the continuance of an Amortization Event and upon demand of the Administrative Agent, deliver or make available to theAdministrative Agent all such Records, at a place selected by the Administrative Agent. The Servicer shall, as soon as practicable following receiptthereof turn over to Borrower any cash collections or other cash proceeds received with respect to Indebtedness not constituting Receivables. TheServicer shall, from time to time at the request of any Lender, furnish to the Lenders (promptly after any such request) a calculation of the amountsset aside for the Lenders pursuant to Article II.

(f) Any payment by an Obligor in respect of any indebtedness owed by it to International Paper or Borrower shall, except asotherwise specified by such Obligor or otherwise required by contract or law and unless otherwise instructed by the Administrative Agent, be appliedas a Collection of any Receivable of such Obligor (starting with the oldest such Receivable) to the extent of any amounts then due and payablethereunder before being applied to any other receivable or other obligation of such Obligor.

12.3. Collection Notices. The Administrative Agent is authorized at any time after the occurrence andcontinuation of an Amortization Event to date and to deliver to the Collection Banks the Collection Notices.Borrower hereby transfers, to the fullest extent permitted by applicable law, to the Administrative Agent for thebenefit of the Lenders, effective when the Administrative Agent delivers such notice, the exclusive ownership andcontrol of each Lock Box and the Collection Accounts. In case any authorized signatory of Borrower whose signatureappears on a Collection Account Agreement shall cease to have such authority before the delivery of such notice,such Collection Notice shall nevertheless be valid as if such authority had remained in force. Borrower herebyirrevocably constitutes and appoints the Administrative Agent with full power of substitution, as Borrower’s true andlawful attorney-in-fact with full irrevocable power and authority in the place and stead of Borrower and in the nameof Borrower or in its own name and without limiting the generality of the foregoing, grants to Administrative Agentthe power and right, on behalf of Borrower, without notice or assent by Borrower to (i) at any time after delivery ofthe Collection Notices, endorse

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Borrower’s name on checks and other instruments representing Collections, (ii) at any time after the occurrenceand continuation of an Amortization Event, enforce the Receivables, the related Contracts and the Related Security,and (iii) at any time after the occurrence and continuation of an Amortization Event, take such action as shall benecessary or desirable to cause all cash, checks and other instruments constituting Collections of Receivables tocome into the possession of the Administrative Agent rather than Borrower.

12.4. Responsibilities of Borrower . Anything herein to the contrary notwithstanding, the exercise by theAdministrative Agent and the Lenders of their rights hereunder shall not release the Originator or Borrower fromany of their duties or obligations with respect to any Receivables or under the related Contracts. The Lenders shallhave no obligation or liability with respect to any Receivables or related Contracts, nor shall any of them be obligatedto perform the obligations of Borrower.

12.5. Collateral Reports. The Servicer shall prepare and forward to the Co-Agents (i) on each MonthlyReporting Date, a Monthly Report and an electronic file of the data contained therein, (ii) on each Weekly ReportingDate while any Loans are outstanding, a Weekly Report and an electronic file of the data contained therein, (iii) oneach Daily Reporting Date while any Loans are outstanding, a Daily Report and an electronic file of the datacontained therein, and (iv) upon five (5) Business Day’s notice by Administrative Agent and in no event not morethan once every six (6) months, a listing by Obligor (such Obligors to be limited to those with payables in excess of$250,000) of all Receivables together with an aging of such Receivables; provided, however, that if (a) anAmortization Event shall exist and be continuing or (b) International Paper’s long term senior debt rating from eitheror both of S&P or Moody’s shall cease to be investment grade, at such times as the Administrative Agent shallrequest, the Servicer agrees to prepare and forward to the Co-Agents a listing by Obligor of all Receivables togetherwith an aging of such Receivables.

12.6. Servicing Fee. As compensation for the Servicer’s servicing activities on their behalf, the Borrowerhereby agrees to pay the Servicer the Servicing Fee, which fee shall be paid in arrears on the 2nd Business Day aftereach Monthly Reporting Date, and the parties hereby agree that such fee shall be paid out of Collections inaccordance with Section 3.2. The Servicer shall be solely responsible for paying any and all fees and expenses of CapGemini-Poland when and as due under the terms of the Cap Gemini-Poland Contract.

13. AMORTIZATION EVENTS

13.1. Amortization Events. The occurrence of any one or more of the following events shall constitute an“Amortization Event:”

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(g) Any Loan Party shall fail to make any payment or deposit: (i) of principal when required to be made by it under theTransaction Documents; provided, however, that in the event such payment or deposit of principal is required because Aggregate Principal isdiscovered to exceed the Borrowing Base after delivery of a recomputation of the Borrowing Base pursuant to Section 3.1, such failure to pay ordeposit principal when due shall not constitute an Amortization Event unless and until such failure continues for one (1) Business Day; or (ii) of anyother Obligation or amount not covered by clause (i) when required to be made by it under the Transaction Documents and such failure continues forthree (3) consecutive Business Days.

(h) Any representation, warranty, certification or statement made by International Paper or any Loan Party in any TransactionDocument to which it is a party or in any other document delivered pursuant thereto shall prove to have been incorrect in any material respect whenmade or deemed made; provided that the materiality threshold in the foregoing clause shall not be applicable with respect to any representation orwarranty which itself is subject to a materiality threshold.

(i) (i) Borrower shall appoint any Person to serve as an additional or replacement Independent Manager without first having giventhe written notice required under Section 7.l(i)(xiii) to the Co-Agents and obtained the Co-Agents’ written confirmation of such Person’sindependence as required in such Section; or (ii) any Loan Party shall fail to perform or observe any covenant contained in Section 7.2 or 8.5 whendue.

(j) (i) Any Loan Party shall fail to perform or observe any covenant or agreement contained in Section 7.1(a)(i), (ii), (iii) (iv),(v) or (vii)(B), Section 7.1(b)(vi), Section 7.1(f)(i), Section 7.1(i)(ii), (iii), (iv)(A) or (xvii) or Section 7.1(k), and such failure shall continuefor thirty (30) consecutive days, or (ii) the Servicer shall fail to completely re-assume any and all duties delegated to Cap Gemini-Poland if requiredpursuant to clause (vi) of Section 8.1(d) within 24 hours after termination under such clause (vi), or (iii) except as provided in any other subsectionor clause of this Section 9.1, any Loan Party shall fail to perform or observe any other covenant or agreement contained in any of the TransactionDocuments and such failure shall continue for ten (10) consecutive Business Days.

(k) Failure of Borrower to pay any Indebtedness (other than the Obligations) when due or the default by Borrower in theperformance of any term, provision or condition contained in any agreement under which any such Indebtedness was created or is governed, theeffect of which is to cause, or to permit the holder or holders of such Indebtedness to cause, such Indebtedness to become due prior to its statedmaturity; or any such Indebtedness of Borrower shall be declared to be due and payable or required to be prepaid (other than by a regularly scheduledpayment) prior to the date of maturity thereof.

(l) Failure of International Paper or any of its Material Subsidiaries other than Borrower to pay Indebtedness in excess of$200,000,000 in aggregate principal amount (hereinafter, “Material Indebtedness”) when due; or the default by International Paper or any of itsMaterial Subsidiaries other than Borrower in the performance of any term, provision or condition contained in any agreement under which anyMaterial Indebtedness was created or is governed, the effect of which is to cause, or permit the holder or holders of such Material Indebtedness or atrustee on its or their behalf (with or without the giving of notice, the lapse of time or both) to cause, such Material Indebtedness to become due priorto its stated maturity; or any Material Indebtedness of International Paper or any of its Material Subsidiaries other than Borrower shall be declared to bedue and payable or required to be prepaid (other than by a regularly scheduled payment) prior to the date of maturity thereof.

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(m) An Event of Bankruptcy shall occur with respect to any Loan Party or any Material Subsidiary of International Paper.

(n) As at the end of any Calculation Period:

(i) the three-month rolling average Past Due Ratio shall exceed 1.75%;

(ii) the three-month rolling average Default Ratio shall exceed 1.50%, or

(iii) the three-month rolling average Dilution Ratio shall exceed 8.25%.

(o) A Change of Control shall occur.

(p) (i) One or more final judgments for the payment of money in an aggregate amount of $12,299 or more shall be entered againstBorrower or (ii) one or more final judgments for the payment of money in an amount in excess of $200,000,000, individually or in the aggregate, shallbe entered against International Paper or any of its Material Subsidiaries (other than Borrower) on claims not covered by insurance or as to which theinsurance carrier has denied its responsibility, and such judgment shall continue unsatisfied and in effect for thirty (30) consecutive days without astay of execution.

(q) The “Termination Date” under and as defined in the Receivables Sale and Contribution Agreement shall occur orInternational Paper shall for any reason cease to transfer, or cease to have the legal capacity to transfer, or otherwise be incapable of transferringReceivables under the Receivables Sale and Contribution Agreement.

(r) This Agreement shall terminate in whole or in part (except in accordance with its terms), or shall cease to be effective or to bethe legally valid, binding and enforceable obligation of Borrower, or any Obligor shall directly or indirectly contest in any manner such effectiveness,validity, binding nature or enforceability, or the Administrative Agent for the benefit of the Lenders shall cease to have a valid and perfected firstpriority security interest in the Collateral.

(s) On any Settlement Date, after giving effect to the turnover of Collections by the Servicer on such date and the applicationthereof to the Obligations in accordance with this Agreement, (i) the Aggregate Principal shall exceed the Aggregate Commitment or (ii) the Net PoolBalance shall be less than the sum of (A) the Aggregate Principal plus (B) the Required Reserve.

(t) (i) International Paper’s ratio of Total Debt to Total Capital shall exceed 0.60 to 1.00, or (ii) International Paper’s ConsolidatedNet Worth is less than nine billion dollars ($9,000,000,000).

(u) The Internal Revenue Service shall file notice of a lien pursuant to Section 6323 of the Tax Code with regard to any of theCollateral and such lien shall not have been released within ten (10) days, or the PBGC shall file notice of a lien pursuant to Section 4068 of ERISAwith regard to any of the Collateral and such lien shall not have been released within ten (10) days.

(v) Any Plan of any Loan Party or any of its ERISA Affiliates:

(i) shall fail to be funded in accordance with the minimum funding standard required by applicable law, the terms of suchPlan, Section 412 of the Tax Code or Section 302 of ERISA for any plan year or a waiver of such standard is sought or granted withrespect to such

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Plan under applicable law, the terms of such Plan or Section 412 of the Tax Code or Section 303 of ERISA; or

(ii) is being, or has been, terminated or the subject of termination proceedings under applicable law or the terms of suchPlan; or

(iii) shall require any Loan Party or any of its ERISA Affiliates to provide security under applicable law, the terms ofsuch Plan, Section 401 or 412 of the Tax Code or Section 306 or 307 of ERISA; or

(iv) results in a liability to any Loan Party or any of its ERISA Affiliates under applicable law, the terms of such Plan, orTitle IV ERISA,

and, in each case, there shall result from any such failure, waiver, termination or other event a liability to the PBGC or a Plan that would have aMaterial Adverse Effect that is not remedied within ten (10) days of the creation of such liability.

(w) Any downgrade of the long term senior unsecured debt rating of International Paper to or below “B+” by S&P or “B1” byMoody’s.

13.2. Remedies. Upon the occurrence and during the continuation of an Amortization Event, theAdministrative Agent may, or upon the direction of the Majority Co-Agents shall, take any of the following actions:(i) replace the Person then acting as Servicer if the Administrative Agent has not already done so, (ii) declare theAmortization Date to have occurred, whereupon the Aggregate Commitment shall immediately terminate, and theAmortization Date shall forthwith occur, all without demand, protest or further notice of any kind, all of which arehereby expressly waived by each Loan Party; provided, however, that upon the occurrence of an Event ofBankruptcy with respect to any Loan Party, the Amortization Date shall automatically occur, without demand,protest or any notice of any kind, all of which are hereby expressly waived by each Loan Party, (iii) deliver theCollection Notices to the Collection Banks, (iv) exercise all rights and remedies of a secured party upon defaultunder the UCC and other applicable laws, and (v) notify Obligors of the Administrative Agent’s security interest inthe Receivables and other Collateral. The aforementioned rights and remedies shall be without limitation, and shallbe in addition to all other rights and remedies of the Administrative Agent and the Lenders otherwise available underany other provision of this Agreement, by operation of law, at equity or otherwise, all of which are hereby expresslypreserved, including, without limitation, all rights and remedies provided under the UCC, all of which rights shall becumulative.

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14. INDEMNIFICATION

14.1. Indemnities by Borrower and Servicer . Without limiting any other rights that the any such Person mayhave hereunder or under applicable law and subject to the last sentence of this Section 10.1:

(A) Borrower hereby agrees to indemnify (and pay upon demand to) each of the Affected Parties, each of theirrespective Affiliates, and each of the respective assigns, officers, directors, agents and employees of the foregoing (each, an“Indemnified Party”) from and against any and all damages, losses, claims, taxes, liabilities, penalties, costs, expenses and for all otheramounts payable, including reasonable attorneys’ fees (which attorneys may be employees of any Agent or Lender) and disbursements(all of the foregoing being collectively referred to as “Indemnified Amounts” ) awarded against or incurred by any of them directly orindirectly arising out of or as a result of the execution, delivery, performance, non-performance, enforcement, non-enforcement of, orother condition or circumstance whatsoever with respect to, this Agreement or any of the Transaction Documents (including withoutlimitation (i) any fees and expenses of attorneys and other advisers and (ii) any Taxes (other than Excluded Taxes): (I) which may beasserted or imposed in respect of the Loans or the receipt of Collections or other proceeds with respect to the Loans or any RelatedSecurity, (II) which may arise by reason of the Loans or ownership or the sale or other disposition thereof, or any other interest in theLoans or in any Related Security, or (III) which may arise otherwise by reason of the execution, delivery, performance, non-performance, enforcement or non-enforcement of, or other condition or circumstance whatsoever with respect to the Loans, theRelated Security, this Agreement or any Transaction Document, except that, notwithstanding the foregoing parenthetical exclusionrelating to Excluded Taxes, in the event that the Obligations of Borrower hereunder are for any reason determined not to be treated asindebtedness of Borrower for income or franchise tax purposes, Borrower shall indemnify each Indemnified Party in respect of suchadditional amounts in respect of such Taxes as may be described in clauses (I), (II) or (III), with such amounts being calculated on anafter-tax basis, as are imposed on or incurred by an Indemnified Party to the extent that such Taxes would not have been imposed orincurred (or would not have been imposed or incurred at the same time) had the Obligations of Borrower hereunder or the acquisition,either directly or indirectly, by a Conduit of an interest in the Receivables, been treated as indebtedness for such income or franchise taxpurposes, as applicable and

(B) the Servicer hereby agrees to indemnify (and pay upon demand to) each Indemnified Party for IndemnifiedAmounts awarded against or incurred by any of them arising directly or indirectly out of the Servicer’s activities as Servicer hereunder,

excluding, however, in all of the foregoing instances under the preceding clauses (A) and (B), Indemnified Amounts to the extent suchIndemnified Amounts resulted from gross negligence or willful misconduct on the part of the Indemnified Party seeking indemnification.

Without limiting the generality of the foregoing indemnification, Borrower shall indemnify the Indemnified Parties for Indemnified Amounts(including, without limitation, losses in respect of

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uncollectible receivables, regardless of whether reimbursement therefor would constitute recourse to Borrower or the Servicer) relating to or resultingfrom:

(v) any representation or warranty made by Borrower or International Paper (or any officers of any such Person) underor in connection with this Agreement, any other Transaction Document or any other information or report delivered by any such Personpursuant hereto or thereto, which shall have been false or incorrect when made or deemed made;

(vi) the failure by Borrower or International Paper to comply with any applicable law, rule or regulation with respect toany Receivable or Contract related thereto, or the nonconformity of any Receivable or Contract included therein with any such applicablelaw, rule or regulation or any failure of International Paper to keep or perform any of its obligations, express or implied, with respect to anyContract;

(vii) any failure of Borrower or International Paper to perform its duties, covenants or other obligations in accordancewith the provisions of any Transaction Document to which it is a party;

(viii) any products liability, personal injury or damage suit, or other similar claim arising out of or in connection withmerchandise, insurance or services that are the subject of any Contract or any Receivable;

(ix) any dispute, claim, offset or defense (other than discharge in bankruptcy of the Obligor) of the Obligor to thepayment of any Receivable (including, without limitation, a defense based on such Receivable or the related Contract not being a legal, validand binding obligation of such Obligor enforceable against it in accordance with its terms), or any other claim resulting from the sale of themerchandise or service related to such Receivable or the furnishing or failure to furnish such merchandise or services;

(x) the commingling of Collections of Receivables at any time with other funds;

(xi) any investigation, litigation or proceeding related to or arising from any Transaction Document, the transactionscontemplated hereby, the use of the proceeds of any Advance, the Collateral or any other investigation, litigation or proceeding relating toBorrower or International Paper in which any Indemnified Party becomes involved as a result of any of the transactions contemplated hereby;

(xii) any inability to litigate any claim against any Obligor in respect of any Receivable as a result of such Obligor beingimmune from civil and commercial law and suit on the grounds of sovereignty or otherwise from any legal action, suit or proceeding;

(xiii) the occurrence and continuation of any Amortization Event;

(xiv) any failure of Borrower to acquire and maintain legal and equitable title to, and ownership of any of the Collateral,free and clear of any Adverse Claim (other than as created hereunder); or any failure of Borrower to give reasonably equivalent value inconsideration of the transfer by International Paper of any Receivable, or any attempt by any Person to void such transfer under statutoryprovisions or common law or equitable action;

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(xv) any failure to vest and maintain vested in the Administrative Agent for the benefit of the Secured Parties, or totransfer to the Administrative Agent for the benefit of the Secured Parties, a valid first priority perfected security interest in the Collateral,free and clear of any Adverse Claim (except as created by the Transaction Documents);

(xvi) the failure to have filed, or any delay in filing, financing statements or other similar instruments or documentsunder the UCC of any applicable jurisdiction or other applicable laws with respect to any Collateral, and the proceeds thereof, whether at thetime of any Advance or at any subsequent time;

(xvii) any action or omission by Borrower or International Paper which reduces or impairs the rights of theAdministrative Agent or the Lenders with respect to any Collateral or the value of any Collateral;

(xviii) any attempt by any Person to void any Advance or the Administrative Agent’s security interest in the Collateral heldon behalf of the Secured Parties under statutory provisions or common law or equitable action;

(xix) the failure of any Receivable included in the calculation of the Net Pool Balance as an Eligible Receivable to be anEligible Receivable at the time so included; and

(xx) any breach by the Originator of any confidentiality clause in any Contract governing a Receivable except for aReceivable that, prior to the assertion of such breach, had already become a Defaulted Receivable.

Notwithstanding the foregoing, (A) the foregoing indemnification contained in this Section 10.1 is not intended to, and shall not,constitute a guarantee of collectibility or payment of the Receivables; and (B) nothing in this Section 10.1 shall require Borrower toindemnify the Indemnified Parties for Receivables which are not collected, not paid or otherwise uncollectible on account of theinsolvency, bankruptcy, credit-worthiness or financial inability to pay the applicable Obligor.

14.2. Increased Cost and Reduced Return .

(a) If after the date hereof, any Funding Source shall be charged any fee, expense or increased cost on account of the adoption ofany applicable law, rule or regulation (including any applicable law, rule or regulation regarding capital adequacy and including any rules orregulations issued under or implementing any existing law) or any change therein, or any change in the interpretation or administration thereof by anygovernmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance with any request ordirective (whether or not having the force of law) of any such authority, central bank or comparable agency, including any request or directive relatingto a Funding Source’s calculations of regulatory capital requirements (a “Regulatory Change”): (i) that subjects any Funding Source to anycharge or withholding on or with respect to any Funding Agreement or a Funding Source’s obligations under a Funding Agreement, or on or withrespect to the Receivables, or changes the basis of taxation of payments to any Funding Source of any amounts payable under any FundingAgreement (except for changes in the rate of tax on the overall net income of a Funding Source or Excluded Taxes) or (ii) that imposes, modifies ordeems applicable any reserve, assessment, insurance charge, special deposit, increase in capital or similar requirement against assets of, deposits withor for the account of a Funding Source, or credit extended by a Funding Source pursuant to

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a Funding Agreement or (iii) that imposes any other condition the result of which is to increase the cost to a Funding Source of performing itsobligations under a Funding Agreement, or to reduce the rate of return on a Funding Source’s capital as a consequence of its obligations under aFunding Agreement, or to reduce the amount of any sum received or receivable by a Funding Source under a Funding Agreement or to require anypayment calculated by reference to the amount of interests or loans held or interest received by it (each such Funding Source that suffers any eventdescribed in any of the preceding clauses (i)-(iii), an “Affected Entity”), then, upon written demand by the applicable Co-Agent upon theBorrower (with a copy to the Administrative Agent and Servicer), the Borrower shall pay to the Administrative Agent, for the benefit of the relevantAffected Entity, such amounts charged to such Affected Entity or such amounts to otherwise compensate such Affected Entity for such increasedcost or such reduction; provided, however, that in the case of a Regulatory Change resulting in an increase in the regulatory capital required to bemaintained by any Affected Entity, the Borrower shall not be liable to compensate such Affected Entity for such increase for any period prior to the61st day following written notification thereof from the applicable Co-Agent to the Borrower (with a copy to the Administrative Agent and theServicer).

(b) If Affected Entities from less than all of the Groups request compensation under Section 10.2(a), the Borrower shall have theright to (i) replace the claiming Group by requiring all of its Constituents to assign all or any portion of their Commitment, Group Limit andoutstanding Obligations, as applicable, by entering into written assignments with one or more Eligible Assignees identified by the Borrower, and (ii)without regard to any other provision of this Agreement requiring payments to be made or Commitments to be reduced ratably amongst the Groups, topay in full of all remaining Obligations (if any) owing to such Group and terminate the remaining portion (if any) of such Group’s Commitment andGroup Limit. Each assignment pursuant to clause (i) above to an Eligible Assignee (which may include a Constituent of another Co-Agent) shallbecome effective on the date specified therein subject to receipt of payment in full on such date for all Obligations owing to the Group being replaced,and the Group being replaced agrees to make the requested assignments; provided that (A) any expenses or other amounts which would be owing tosuch Group pursuant to any indemnification provision hereof (including, without limitation, Section 4.3) shall be payable by the Borrower as if theBorrower had prepaid the Loans of the assigning Group rather than the members of such Group having assigned their respective interests hereunder,and (B) if the Administrative Agent is an Affiliate of the members of any Group that is being replaced, the Borrower shall appoint a successorAdministrative Agent from the Eligible Assignees or remaining Groups. To the extent that replacement of the Administrative Agent or any partialreduction of the Aggregate Commitment resulting from the foregoing assignments or prepayments requires amendments (rather than assignments) ofthis Agreement or any of the Transaction Documents, each of the parties hereto agrees to cooperate with the preparation and execution of suchamendments.

14.3. Other Costs and Expenses .

(a) Initial Expenses Borrower shall pay to the Agents and the Conduits, on demand, all Arrangement Fees outlined inthe Fee Letters, travel expenses actually incurred in connection with the Agents’ pre-closing due diligence visit, the fees of Protiviti (orother agreed-upon auditor), and the legal fees payable to Latham & Watkins, LLP pursuant to a separate agreement (whether such feesare incurred before or after the closing).

(b) Subsequent Costs. Borrower shall also pay to the Administrative Agent, on demand, all reasonable costs andexpenses actually incurred by the Administrative Agent in connection with matters contemplated hereby to occur post-closing and anypost-closing documents to be delivered hereunder, including without limitation, the costs of the

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Administrative Agent’s auditors auditing the books, records and procedures of Borrower, the reasonable fees and out-of-pocket expensesof outside legal counsel for the Administrative Agent actually incurred (but no payment shall be due for such counsel who areemployees of the Conduits, the Co-Agents or the Administrative Agent) with respect to the Transaction Documents, any amendmentsthereto and the transactions contemplated thereby, any fees of rating agencies associated with reviewing the Transaction Documents andproviding rating confirmations, or other confirmation related to the rating, of each Conduit’s commercial paper in connection herewithor therewith and with respect to advising the Agents and the Lenders as to their respective rights and remedies under the TransactionDocuments. Furthermore, following the occurrence of an Amortization Event, Borrower shall pay to the applicable Agent, on demand,any and all reasonable costs and expenses of the Agents and the Lenders (including reasonable counsel fees and expenses) actuallyincurred in connection with the enforcement of the Transaction Documents and in connection with any restructuring or workout of thisAgreement or the administration of the Transaction Documents.

15. THE AGENTS

15.1. Appointment.

(c) Each member of the WCM Group hereby irrevocably designates and appoints Mizuho Corporate Bank , Ltd., as WCM Agenthereunder and under the other Transaction Documents to which the WCM Agent is a party, and authorizes the WCM Agent to take such action on itsbehalf under the provisions of the Transaction Documents and to exercise such powers and perform such duties as are expressly delegated to theWCM Agent by the terms of the Transaction Documents, together with such other powers as are reasonably incidental thereto. Each member of theLiberty Street Group hereby irrevocably designates and appoints The Bank of Nova Scotia as Liberty Street Agent hereunder and under the otherTransaction Documents to which the Liberty Street Agent is a party, and authorizes the Liberty Street Agent to take such action on its behalf under theprovisions of the Transaction Documents and to exercise such powers and perform such duties as are expressly delegated to the Liberty Street Agentby the terms of the Transaction Documents, together with such other powers as are reasonably incidental thereto. Each member of the BOA Grouphereby irrevocably designates and appoints Bank of America, N.A., as BOA Agent hereunder and under the other Transaction Documents to whichthe BOA Agent is a party, and authorizes the BOA Agent to take such action on its behalf under the provisions of the Transaction Documents and toexercise such powers and perform such duties as are expressly delegated to the BOA Agent by the terms of the Transaction Documents, together withsuch other powers as are reasonably incidental thereto. Each member of the Gotham Group hereby irrevocably designates and appoints The Bank ofTokyo-Mitsubishi UFJ, Ltd., New York Branch, as Gotham Agent hereunder and under the other Transaction Documents to which the GothamAgent is a party, and authorizes the Gotham Agent to take such action on its behalf under the provisions of the Transaction Documents and to exercisesuch powers and perform such duties as are expressly delegated to the Gotham Agent by the terms of the Transaction Documents, together with suchother powers as are reasonably incidental thereto. Each member of the Starbird Group hereby irrevocably designates and appoints BNP Paribas, actingthrough its New York Branch, as Starbird Agent hereunder and under the other Transaction Documents to which the Starbird Agent is a party, andauthorizes the Starbird Agent to take such action on its behalf under the provisions of the Transaction Documents and to exercise such powers andperform such duties as are expressly delegated to the Starbird Agent by the terms of the Transaction Documents, together with such other powers asare reasonably incidental thereto. Each member of the Atlantic Group hereby

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irrevocably designates and appoints Credit Agricole Corporate and Investment Bank, as Atlantic Agent hereunder and under the other TransactionDocuments to which the Atlantic Agent is a party, and authorizes the Atlantic Agent to take such action on its behalf under the provisions of theTransaction Documents and to exercise such powers and perform such duties as are expressly delegated to the Atlantic Agent by the terms of theTransaction Documents, together with such other powers as are reasonably incidental thereto. Each member of the CAFCO Group hereby irrevocablydesignates and appoints Citibank, N.A., as CAFCO Agent hereunder and under the other Transaction Documents to which the CAFCO Agent is aparty, and authorizes the CAFCO Agent to take such action on its behalf under the provisions of the Transaction Documents and to exercise suchpowers and perform such duties as are expressly delegated to the CAFCO Agent by the terms of the Transaction Documents, together with such otherpowers as are reasonably incidental thereto. Each of the Lenders and the Co-Agents hereby irrevocably designates and appoints Citicorp NorthAmerica, Inc. as Administrative Agent hereunder and under the Transaction Documents to which the Administrative Agent is a party, and authorizesthe Administrative Agent to take such action on its behalf under the provisions of the Transaction Documents and to exercise such powers andperform such duties as are expressly delegated to the Administrative Agent by the terms of the Transaction Documents, together with such otherpowers as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in this Agreement, none of the Agents shall haveany duties or responsibilities, except those expressly set forth in the Transaction Documents to which it is a party, or any fiduciary relationship withany Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of such Agent shall be read into anyTransaction Document or otherwise exist against such Agent.

(d) The provisions of this Article XI are solely for the benefit of the Agents and the Lenders, and neither of the Loan Parties shallhave any rights as a third-party beneficiary or otherwise under any of the provisions of this Article XI, except that this Article XI shall not affect anyobligations which any of the Agents or Lenders may have to either of the Loan Parties under the other provisions of this Agreement.

(e) In performing its functions and duties hereunder, (i) each Co-Agent shall act solely as the agent of its Constituents and doesnot assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for either of the Loan Parties or any of theirrespective successors and assigns and (ii) the Administrative Agent shall act solely as the agent of the Secured Parties and does not assume nor shallbe deemed to have assumed any obligation or relationship of trust or agency with or for either of the Loan Parties or any of their respective successorsand assigns.

15.2. Delegation of Duties. Each of the Agents may execute any of its duties under the TransactionDocuments to which it is a party by or through agents or attorneys-in-fact and shall be entitled to advice of counselconcerning all matters pertaining to such duties. None of the Agents shall be responsible for the negligence ormisconduct of any agents or attorneys-in-fact selected by it with reasonable care.

15.3. Exculpatory Provisions . None of the Agents nor any of its directors, officers, agents or employees shallbe (i) liable for any action lawfully taken or omitted to be taken by it or them or any Person described in Section 11.2under or in connection with this Agreement (except for its, their or such Person’s own bad faith, gross negligence orwillful misconduct), or (ii) responsible in any manner to any of the Lenders or other Agents for any

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recitals, statements, representations or warranties made by Borrower contained in this Agreement or in anycertificate, report, statement or other document referred to or provided for in, or received under or in connectionwith, this Agreement or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of thisAgreement or any other document furnished in connection herewith, or for any failure of either of the Loan Partiesto perform its respective obligations hereunder, or for the satisfaction of any condition specified in Article V, exceptreceipt of items required to be delivered to such Agent. None of the Agents shall be under any obligation to any otherAgent or any Lender to ascertain or to inquire as to the observance or performance of any of the agreements orcovenants contained in, or conditions of, this Agreement, or to inspect the properties, books or records of the LoanParties. This Section 11.3 is intended solely to govern the relationship between the Agents, on the one hand, and theLenders and their respective Liquidity Banks, on the other.

15.4. Reliance by Agents .

(a) Each of the Agents shall in all cases be entitled to rely, and shall be fully protected in relying, upon any note, writing,resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, telecopy, telex or teletype message, statement, order or other documentor conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons and upon advice andstatements of legal counsel (including, without limitation, counsel to the Loan Parties), independent accountants and other experts selected by suchAgent. Each of the Agents shall in all cases be fully justified in failing or refusing to take any action under this Agreement or any other documentfurnished in connection herewith unless it shall first receive such advice or concurrence of such of its Lenders and Liquidity Banks, as it shalldetermine to be appropriate under the relevant circumstances, or it shall first be indemnified to its satisfaction by its Constituent Liquidity Banksagainst any and all liability, cost and expense which may be incurred by it by reason of taking or continuing to take any such action.

(b) Any action taken by any of the Agents in accordance with Section 11.4(a) shall be binding upon all of the Agents and theLenders.

15.5. Notice of Amortization Event . None of the Agents shall be deemed to have knowledge or notice of theoccurrence of any Amortization Event or Unmatured Amortization Event unless such Agent has received noticefrom another Agent, a Lender or a Loan Party referring to this Agreement, stating that an Amortization Event orUnmatured Amortization Event has occurred hereunder and describing such Amortization Event or UnmaturedAmortization Event. In the event that any of the Agents receives such a notice, it shall promptly give notice thereofto the Lenders and the other Agents. The Administrative Agent shall take such action with respect to suchAmortization Event or Unmatured Amortization Event as shall be directed by either of the Co-Agents provided thatthe Administrative Agent is indemnified to its satisfaction by such Co-Agent and its Constituent Liquidity Banksagainst any

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and all liability, cost and expense which may be incurred by it by reason of taking any such action.

15.6. Non-Reliance on Other Agents and Lenders . Each of the Lenders expressly acknowledges that none ofthe Agents, nor any of the Agents’ respective officers, directors, employees, agents, attorneys-in-fact or affiliateshas made any representations or warranties to it and that no act by any of the Agents hereafter taken, including,without limitation, any review of the affairs of the Loan Parties, shall be deemed to constitute any representation orwarranty by such Agent. Each of the Lenders also represents and warrants to the Agents and the other Lenders that ithas, independently and without reliance upon any such Person (or any of their Affiliates) and based on suchdocuments and information as it has deemed appropriate, made its own appraisal of and investigation into the business,operations, property, prospects, financial and other conditions and creditworthiness of the Loan Parties and made itsown decision to enter into this Agreement. Each of the Lenders also represents that it will, independently andwithout reliance upon the Agents or any other Liquidity Bank or Lender, and based on such documents andinformation as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisionsin taking or not taking action under this Agreement, and to make such investigation as it deems necessary to informitself as to the business, operations, property, prospects, financial and other condition and creditworthiness of theLoan Parties. The Agents, the Lenders and their respective Affiliates, shall have no duty or responsibility to provideany party to this Agreement with any credit or other information concerning the business, operations, property,prospects, financial and other condition or creditworthiness of the Loan Parties which may come into the possessionof such Person or any of its respective officers, directors, employees, agents, attorneys-in-fact or affiliates, exceptthat each of the Agents shall promptly distribute to the other Agents and the Lenders, copies of financial and otherinformation expressly provided to it by either of the Loan Parties pursuant to this Agreement.

15.7. Indemnification of Agents . Each Liquidity Bank agrees to indemnify (a) its applicable Co-Agent, (b) theAdministrative Agent, and (c) the officers, directors, employees, representatives and agents of each of the foregoing(to the extent not reimbursed by the Loan Parties and without limiting the obligation of the Loan Parties to do so),ratably in accordance with their respective Loans, from and against any and all liabilities, obligations, losses, damages,penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever (including,without limitation, the reasonable fees and disbursements of counsel for such Co-Agent, the Administrative Agentor such Person in connection with any investigative, administrative or judicial proceeding commenced or threatened,whether or not such Co-Agent or the Administrative Agent or such Person shall be designated

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a party thereto) that may at any time be imposed on, incurred by or asserted against such Co-Agent, theAdministrative Agent or such Person as a result of, or arising out of, or in any way related to or by reason of, any ofthe transactions contemplated hereunder or the execution, delivery or performance of this Agreement or any otherdocument furnished in connection herewith (but excluding any such liabilities, obligations, losses, damages,penalties, actions, judgments, suits, costs, expenses or disbursements resulting solely from the bad faith, grossnegligence or willful misconduct of such Co-Agent, the Administrative Agent or such Person as finally determinedby a court of competent jurisdiction).

15.8. Agents in their Individual Capacities . Each of the Agents in its individual capacity and its affiliates maymake loans to, accept deposits from and generally engage in any kind of business with the Loan Parties and theirAffiliates as though such Agent were not an Agent hereunder. With respect to its Loans, if any, pursuant to thisAgreement, each of the Agents shall have the same rights and powers under this Agreement as any Lender and mayexercise the same as though it were not an Agent, and the terms “Lender” and “Lenders” shall include each of theAgents in their individual capacities.

15.9. Conflict Waivers.

(a) BTMU acts, or may in the future act: (i) as administrator of Gotham, (ii) to provide credit or liquidity enhancement for thetimely payment for Gotham’s Commercial Paper and (iii) to provide other services from time to time for Gotham (collectively, the “BTMU Roles”).Without limiting the generality of Sections 11.1 and 11.8, each of the Agents and Gotham hereby acknowledges and consents to any and all BTMURoles and agrees that in connection with any BTMU Role, BTMU may take, or refrain from taking, any action which it, in its discretion, deemsappropriate, including, without limitation, in its role as administrator of Gotham, the giving of notice to the Gotham Liquidity Banks of a mandatorypurchase pursuant to the Gotham Liquidity Agreement.

(b) BNP Paribas acts, or may in the future act: (i) as administrator of Starbird, (ii) to provide credit or liquidity enhancement forthe timely payment for Starbird’s Commercial Paper and (iii) to provide other services from time to time for Starbird (collectively, the “BNPParibas Roles”). Without limiting the generality of Sections 11.1 and 11.8, each of the Agents and Starbird hereby acknowledges and consents toany and all BNP Paribas Roles and agrees that in connection with any BNP Paribas Role, BNP Paribas may take, or refrain from taking, any actionwhich it, in its discretion, deems appropriate, including, without limitation, in its role as administrator of Starbird, the giving of notice to the StarbirdLiquidity Banks of a mandatory purchase pursuant to the Starbird Liquidity Agreement.

(c) Citibank or CNAI, as applicable, acts, or may in the future act: (i) as administrator of CAFCO, (ii) to provide credit orliquidity enhancement for the timely payment for CAFCO’s Promissory Notes and (iii) to provide other services from time to time for CAFCO(collectively, the “Citigroup Roles”). Without limiting the generality of Sections 11.1 and 11.8, each of the Agents and CAFCO herebyacknowledges and consents to any and all Citigroup Roles and agrees that in connection with any Citigroup Role, Citibank or CNAI, as applicable,may take, or refrain from taking, any action which it, in its discretion, deems appropriate, including, without limitation, in its role as administrator ofCAFCO, the

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giving of notice to the CAFCO Liquidity Banks of a mandatory purchase pursuant to the CAFCO Liquidity Agreement.

(d) CACIB acts, or may in the future act: (i) as administrator of Atlantic, (ii) to provide credit or liquidity enhancement for thetimely payment for Atlantic’s Commercial Paper and (iii) to provide other services from time to time for Atlantic (collectively, the “CACIB Roles”).Without limiting the generality of Sections 11.1 and 11.8, each of the Agents and Atlantic hereby acknowledges and consents to any and all CACIBRoles and agrees that in connection with any CACIB Role, CACIB may take, or refrain from taking, any action which it, in its discretion, deemsappropriate, including, without limitation, in its role as administrator of Atlantic, the giving of notice to the Atlantic Liquidity Banks of a mandatorypurchase pursuant to the Atlantic Liquidity Agreement.

(e) Mizuho acts, or may in the future act: (i) as administrator of WCM, (ii) to provide credit or liquidity enhancement for thetimely payment for WCM’s Commercial Paper and (iii) to provide other services from time to time for WCM (collectively, the “Mizuho Roles”).Without limiting the generality of Sections 11.1 and 11.8, each of the Agents and WCM hereby acknowledges and consents to any and all MizuhoRoles and agrees that in connection with any Mizuho Role, Mizuho may take, or refrain from taking, any action which it, in its discretion, deemsappropriate, including, without limitation, in its role as administrator of WCM, the giving of notice to the WCM Liquidity Banks of a mandatorypurchase pursuant to the WCM Liquidity Agreement.

(f) Scotiabank acts, or may in the future act: (i) as administrator of Liberty Street, (ii) to provide credit or liquidity enhancementfor the timely payment for Liberty Street’s Commercial Paper and (iii) to provide other services from time to time for Liberty Street (collectively, the“Scotiabank Roles”). Without limiting the generality of Sections 11.1 and 11.8, each of the Agents and Liberty Street hereby acknowledges andconsents to any and all Scotiabank Roles and agrees that in connection with any Scotiabank Role, Scotiabank may take, or refrain from taking, anyaction which it, in its discretion, deems appropriate, including, without limitation, in its role as administrator of Liberty Street, the giving of notice tothe Liberty Street Liquidity Banks of a mandatory purchase pursuant to the Liberty Street Liquidity Agreement.

15.10. UCC Filings. Each of the Secured Parties hereby expressly recognizes and agrees that theAdministrative Agent may be listed as the assignee or secured party of record on the various UCC filings required tobe made under the Transaction Documents in order to perfect their respective interests in the Collateral, that suchlisting shall be for administrative convenience only in creating a record or nominee holder to take certain actionshereunder on behalf of the Secured Parties and that such listing will not affect in any way the status of the SecuredParties as the true parties in interest with respect to the Collateral. In addition, such listing shall impose no duties onthe Administrative Agent other than those expressly and specifically undertaken in accordance with this Article XI.

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16. ASSIGNMENTS; PARTICIPATIONS

16.1. Restrictions on Assignments .

(a) Except to the extent permitted by the Transaction Documents, no Loan Party may assign its rights, or delegate its dutieshereunder or any interest herein without the prior written consent of each of the Agents and, if required by any Conduit, satisfaction of the RatingAgency Condition.

(b) Each of the Conduits may, at any time, assign all or any portion of any of its Loans, or sell participations therein, to itsConstituent Liquidity Banks (or to its Co-Agent for the ratable benefit of its Constituent Liquidity Banks) or to any other multi-seller commercialpaper conduit administered by the same Co-Agent or one of its Affiliates provided such conduit issues commercial paper which is rated as least ashigh as the assigning Conduit’s.

(c) In addition to, and not in limitation of, assignments and participations described in Section 12.1(b):

(vi) each of the Lenders may assign all or any portion of its Loans and, if applicable, its Commitment and LiquidityCommitment, to any Eligible Assignee with the prior written consent of (A) Borrower and (B) such Lender’s applicable Co-Agent,which consents shall not be unreasonably withheld or delayed; provided, however, that no such consent shall be required if suchEligible Assignee is already a Liquidity Bank party to this Agreement and the aggregate Liquidity Commitments, after giving effectto such assignment, would not be reduced solely because of such assignment; and

(vii) each of the Lenders may, without the prior written consent of Borrower or any of the Agents, sell participations inall or any portion of their respective rights and obligations in, to and under the Transaction Documents and the Obligations to anybank or other financial entity (each, a “Participant”) in accordance with Sections 12.2 and 14.5.

(d) Nothing herein shall limit the ability of any Conduit to grant a security interest in its rights and interests (including, withoutlimitation, rights to payment of Loans) under this Agreement to the program collateral agent for such Conduit’s Promissory Note program.

16.2. Rights of Assignees and Participants .

(a) Upon the assignment by a Lender in accordance with Section 1.2(c), 10.2(b) or 12.l(b) or (c), the Eligible Assignee(s)receiving such assignment shall have all of the rights of such Lender with respect to the Transaction Documents and the Obligations (or such portionthereof as has been assigned).

(b) In no event will the sale of any participation interest in any Lender’s or any Eligible Assignee’s rights under the TransactionDocuments or in the Obligations relieve the seller of such participation interest of its obligations, if any, hereunder or, if applicable, under theLiquidity Agreement to which it is a party and such seller shall remain solely responsible for the performance of its obligations hereunder andthereunder. No Participant shall have any right to restrict the approval of or to approve any amendment, modification or waiver to the provisions hereofexcept to the extent any such amendment, modification or waiver reduces the amount of Advances or the interest rate or fees payable with respect to

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such Advances; provided, however, that to the extent that any Liquidity Funding is deemed to be the sale of a participation, the foregoing limitationon Participants’ voting rights shall not apply to any Liquidity Bank participating in such Liquidity Funding.

16.3. Terms and Evidence of Assignment . Any assignment to any Eligible Assignee(s) pursuant to Section1.2(c), 4.2(e), 12.1(b) or 12.1(c) shall be upon such terms and conditions as the assigning Lender and the applicableCo-Agent, on the one hand, and the Eligible Assignee, on the other, may mutually agree, and shall be evidenced bysuch instrument(s) or document(s) as may be satisfactory to such Lender, the applicable Co-Agent and the EligibleAssignee(s). Any assignment made in accordance with the terms of this Article XII shall relieve the assigning Lenderof its obligations, if any, under this Agreement (and, if applicable, the Liquidity Agreement to which it is a party) tothe extent assigned.

16.4. Borrower’s Right to Require Group Assignment . If:

(x) the monthly average CP Rate for outstanding CP Rate Loans for a period of two (2) consecutive monthsfor any Conduit in any Group exceeds the average (determined as a simple average and not as a weighted average) for each of theother Conduits over the same period of two (2) consecutive months of each such other Conduit’s monthly average CP Rate by atleast 0.35%; or

(y) any Conduit in any Group is unable or unwilling to fund or maintain all or any portion of its Loans at theCP Rate during any period of three consecutive Business Days and the Lenders in such Group calculate LIBOR pursuant toclause (a) of the definition thereof and do not waive the payment of the additional 150 basis points set forth in clause (ii) thereofif, at such time, (A) no Amortization Event exists, (B) no Material Adverse Effect exists as to any Loan Party, and (C) morethan 50% of the outstanding principal amount of Loans advanced by Lenders other than BOA hereunder are CP Rate Loans; or

(z) any Conduit in any Group fails to promptly provide to Servicer upon request the monthly average CP Ratefor any month during which such Conduit has any CP Rate Loans outstanding or, if no CP Rate Loans are outstanding, areasonable estimate of what such Conduit believes would have been the monthly average CP Rate for such Conduit had CP RateLoans been outstanding;

(any Group described in clause (x), (y) or (z), an “ Applicable Group”), Borrower may, within ten (10) Business Days of the receipt ofthe relevant CP Rate for such second month, in the case of clause (x), or within ten (10) Business Days of the occurrence of therelevant event, in the case of clause (y) or (z), deliver written notification to the Co-Agent for such Applicable Group and to theAdministrative Agent stating that such condition has occurred (which notice, in the case of clause (x), shall set forth the calculation ofthe relevant rates) and proposing either (i) a new group made up of either (A) a commercial paper conduit (which shall be an EligibleAssignee), a liquidity bank (which shall be an Eligible Assignee) and a co-agent or (B) a liquidity bank

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(which shall be an Eligible Assignee) and a co-agent, or (ii) an existing Group, in each case, that is willing to accept an assignment of theCommitment, Liquidity Commitment and outstanding Loans, together with all other rights and obligations under the TransactionDocuments, of the Conduit, Liquidity Bank and Co-Agent in such Applicable Group (such notice, a “ Notice of Intention to Replace”).Within five (5) Business Days of receipt by the Administrative Agent and such Applicable Group’s Co-Agent of a Notice of Intention toReplace with respect to the Applicable Group, the Administrative Agent shall provide notification to the Borrower setting forth whetheror not it will consent to such assignment (which consent shall not be unreasonably withheld or delayed); provided, that no such consentshall be required if the proposed group is an existing Group. If such proposed new group is acceptable to the Administrative Agent (or isan existing Group), each member of the Applicable Group will be obligated to assign all of its rights and obligations to such proposedgroup (or existing Group) within ten (10) Business Days after the expiration of such consent period set forth in the preceding sentencefor a purchase price equal to the outstanding principal amount of the Loans of the assigning Lenders; provided that all accrued CP Costs,Interest and fees under the Fee Letters and any expenses or other amounts which are or would be owing to any member of theApplicable Group pursuant to any indemnification provision hereof (including, if applicable, Section 4.3) shall be payable by Borrower asif Borrower had prepaid the Loans of the assigning Lenders rather than such assigning Lenders having assigned their respective interestshereunder. Any assignment by the members of an Applicable Group to the proposed group (or existing Group) pursuant to this Section12.4 shall be upon such terms and conditions as the assigning members of the Applicable Group and the assignee members of suchproposed group (or existing Group) may mutually agree, and shall be evidenced by such instrument(s) or document(s) as may besatisfactory to each such assignor and assignee. Any assignment made in accordance with the terms of this Section 12.4 shall relieve theassigning members of the Applicable Group of their respective obligations, if any, under this Agreement (and, if applicable, the LiquidityAgreement to which such member of the Applicable Group is a party) to the extent assigned.

17. SECURITY INTEREST

17.1. Grant of Security Interest . To secure the due and punctual payment of the Obligations, whether now orhereafter existing, due or to become due, direct or indirect, or absolute or contingent, including, without limitation,all Indemnified Amounts, in each case pro rata according to the respective amounts thereof, Borrower hereby grantsto the Administrative Agent, for the benefit of the Secured Parties, a security interest in, all of Borrower’s right,title and interest, whether now owned and existing or hereafter arising in and to all of the Receivables, the RelatedSecurity, the Collections and all proceeds of the foregoing (collectively, the “Collateral”).

17.2. Termination after Final Payout Date. Each of the Secured Parties hereby authorizes the AdministrativeAgent, and the Administrative Agent hereby agrees, promptly after the Final Payout Date to execute and deliver toBorrower such UCC termination statements as may be necessary to terminate

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the Administrative Agent’s security interest in and Lien upon the Collateral, all at Borrower’s expense. Upon theFinal Payout Date, all right, title and interest of the Administrative Agent and the other Secured Parties in and to theCollateral shall terminate.

17.3. Release of Certain Charged-Off Receivables . From time to time, the Borrower may request that theAgents and the Lenders release their security interest in specific Receivables that have been fully charged-off (andall related Collections thereof and Records) in order to permit their sale to International Paper on an arms’-lengthbasis by delivering a written request to the Agents accompanied by a list of the specific Receivables involved,including related dollar amounts, sales prices and purchasers, not less than 5 Business Days prior to the proposedthird party sale. Provided that no Amortization Event or Unmatured Amortization Event then exists or would resultfrom such sale, each of the Co-Agents and the Lenders hereby authorizes the Administrative Agent, and theAdministrative Agent hereby agrees, to execute a specific release in substantially the form of the first documentincluded in Exhibit VII hereto, and the Borrower hereby agrees to execute a sale and assignment of such specificReceivables in substantially the form of the second document included in Exhibit VII hereto.

18. MISCELLANEOUS

18.1. Waivers and Amendments. No amendment or waiver of any provision of this Agreement nor consent toany departure by any Loan Party therefrom shall in any event be effective unless the same shall be in writing andsigned by each of the Loan Parties and the Agents, and any such waiver or consent shall be effective only in thespecific instance and for the specific purpose for which given; provided, however, that:

(c) before any Co-Agent enters into such an amendment or grants such a waiver or consent that is deemed to be material by S&Pand/or Moody’s, if required by its Conduit’s program documents, the Rating Agency Condition must be satisfied with respect to such Conduit, and

(b) without the prior written consent of all of its Constituents, no Co-Agent will amend, modify or waive any provisionof this Agreement which would (i) reduce the amount of any principal or interest that is payable on account of Loans made by theConduit or Liquidity Banks in its Group or delay any scheduled date for payment thereof; (ii) decrease the Required Reserve, decreasethe spread included in any Interest Rate or change the Servicing Fee; (iii) modify this Section 14.1; or (iv) modify any yield protection orindemnity provision which expressly inures to the benefit of assignees or Participants of such Co-Agent’s Conduit or Liquidity Banks.

18.2. Notices. Except as provided in this Section 14.2, all communications and notices provided forhereunder shall be in writing

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(including bank wire, telecopy or electronic facsimile transmission or similar writing) and shall be given to the otherparties hereto at their respective addresses or telecopy numbers set forth on the signature pages hereof or at suchother address or telecopy number as such Person may hereafter specify for the purpose of notice to each of the otherparties hereto. Each such notice or other communication shall be effective (i) if given by telecopy, upon the receiptthereof, (ii) if given by mail, three (3) Business Days after the time such communication is deposited in the mailwith first class postage prepaid or (iii) if given by any other means, when received at the address specified in thisSection 14.2. Borrower hereby authorizes each of the Co-Agents to effect Advances and Interest Period and InterestRate selections based on telephonic notices made by any Person whom such Co-Agent in good faith believes to beacting on behalf of Borrower. Borrower agrees to deliver promptly to the Co-Agents a written confirmation of eachtelephonic notice signed by an authorized officer of Borrower; provided, however, the absence of such confirmationshall not affect the validity of such notice. If the written confirmation differs from the action taken by the Co-Agents, the records of the Co-Agents shall govern absent manifest error.

18.3. Ratable Payments. Except as provided in the next sentence, if any Lender, whether by setoff orotherwise, has payment made to it with respect to any portion of the Obligations owing to such Lender (other thanpayments received pursuant to Section 10.2 or 10.3) in a greater proportion than that received by any other Lenderentitled to receive a ratable share of such Obligations, such Lender agrees, promptly upon demand, to purchase forcash without recourse or warranty a portion of such Obligations held by the other Lenders so that after such purchaseeach Lender will hold its ratable proportion of such Obligations; provided that if all or any portion of such excessamount is thereafter recovered from such Lender, such purchase shall be rescinded and the purchase price restoredto the extent of such recovery, but without interest. Notwithstanding the foregoing, if the Liquidity Banks in one ofthe Groups decline to extend their Liquidity Termination Date, their Co-Agent will promptly notify the other Agentsand Borrower of such decision, and Borrower shall have the right, following notice to each of the Agents, to replacethe non-extending Group with a new Group without repaying any portion of each extending Group’s Loans at thetime of such replacement, reallocation or repayment, and without triggering the purchase requirements under thepreceding sentence.

18.4. Protection of Administrative Agent’s Security Interest .

(a) Borrower agrees that from time to time, at its expense, it will promptly execute and deliver all instruments and documents, andtake all actions, that may be necessary or desirable, to perfect, protect or more fully evidence the Administrative Agent’s security interest in theCollateral, or to enable the Administrative Agent or the Lenders to exercise and enforce their rights and remedies hereunder. At any time after theoccurrence and continuation of an Amortization Event, the Administrative Agent may,

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or the Administrative Agent may direct Borrower or the Servicer to, notify the Obligors of Receivables, at Borrower’s expense, of the ownership orsecurity interests of the Lenders under this Agreement and may also direct that payments of all amounts due or that become due under any or allReceivables be made directly to the Administrative Agent or its designee. Borrower or the Servicer (as applicable) shall, at any Lender’s request,withhold the identity of such Lender in any such notification.

(b) If any Loan Party fails to perform any of its obligations hereunder, the Administrative Agent or any Lender may (but shall notbe required to) perform, or cause performance of, such obligations, and the Administrative Agent’s or such Lender’s reasonable costs and expensesincurred in connection therewith shall be payable by Borrower as provided in Section 10.3. Each Loan Party irrevocably authorizes the AdministrativeAgent at any time and from time to time in the sole discretion of the Administrative Agent, and appoints the Administrative Agent as its attorney-in-fact, to act on behalf of such Loan Party (i) to execute on behalf of Borrower as debtor and to file financing statements necessary or desirable in theAdministrative Agent’s sole discretion to perfect and to maintain the perfection and priority of the interest of the Lenders in the Receivables(including, without limitation, financing statements naming the Borrower as debtor that describe the collateral as “all assets whether now existing orhereafter arising” or “all personal property now owned or hereafter acquired” or words of similar effect) and (ii) to file a carbon, photographic orother reproduction of this Agreement or any financing statement with respect to the Receivables as a financing statement in such offices as theAdministrative Agent in its sole discretion deems necessary or desirable to perfect and to maintain the perfection and priority of the AdministrativeAgent’s security interest in the Collateral, for the benefit of the Secured Parties. This appointment is coupled with an interest and is irrevocable. Eachof the Loan Parties (A) hereby authorizes the Administrative Agent to file financing statements and other filing or recording documents with respect tothe Receivables and Related Security (including any amendments thereto, or continuation or termination statements thereof), without the signature orother authorization of such Loan Party, in such form and in such offices as the Administrative Agent reasonably determines appropriate to perfect ormaintain the perfection of the security interest of the Administrative Agent hereunder, (B) acknowledges and agrees that it is not authorized to, and willnot, file financing statements or other filing or recording documents with respect to the Receivables or Related Security (including any amendmentsthereto, or continuation or termination statements thereof), without the express prior written approval by the Administrative Agent, consenting to theform and substance of such filing or recording document, and approves, authorizes and ratifies any filings or recordings made by or on behalf of theAdministrative Agent in connection with the perfection of the security interests in favor of Borrower or the Administrative Agent.

18.5. Confidentiality.

(a) Each Loan Party and each Lender shall maintain and shall cause each of its employees and officers to maintain theconfidentiality of this Agreement, the Fee Letters and the other confidential or proprietary information that are clearly marked as beingconfidential and/or proprietary with respect to any Agent or any Conduit and their respective businesses obtained by it or them inconnection with the structuring, negotiating and execution of the transactions contemplated herein, except that such Loan Party andsuch Lender and its officers and employees may disclose such information to such Loan Party’s and such Lender’s external accountantsand attorneys and as required by any applicable law or order of any judicial or administrative proceeding.

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(b) Anything herein to the contrary notwithstanding, each Loan Party hereby consents to the disclosure of anynonpublic information with respect to it (i) to any Agent, the Liquidity Banks or any Conduit by each other, (ii) to any prospective oractual assignee or Participant of any of them or any program collateral agent for any Conduit’s Promissory Note program, (iii) to anyrating agency or to any Promissory Note dealer, (iv) to any provider of a surety, guaranty or credit or liquidity enhancement to anyConduit or any entity organized for the purpose of purchasing, or making loans secured by, financial assets for which CACIB, Mizuho,BTMU, BNP Paribas, Scotiabank or Citibank or any of their respective Affiliates acts as the administrative agent (each of the foregoing,an “Enhancer”), and (v) to any officers, directors, employees, outside accountants, advisors and attorneys of any of the foregoing,provided that each such Person is informed of the confidential nature of such information and (except in the case of a Person describedin clause (iii) above) agrees to maintain the confidential nature of such information. In addition, the Lenders, the Agents and theEnhancers may disclose any such nonpublic information pursuant to any law, rule, regulation, direction, request or order of any judicial,administrative or regulatory authority or proceedings (whether or not having the force or effect of law).

(c) Notwithstanding any other provision in this Agreement, each of the Agents and the Lenders hereby confirms thateach of the Loan Parties, the Originators and their respective representatives shall not be limited from disclosing the U.S. tax treatmentor U.S. tax structure of the transactions evidenced hereby.

18.6. Bankruptcy Petition. To the fullest extent permitted by applicable law, each of the Loan Parties, Agentsand Lenders hereby covenants and agrees that, prior to the date that is one year and one day after the payment in fullof all outstanding senior indebtedness of any of the Conduits, it will not institute against, or join any other Person ininstituting against, any of the Conduits any bankruptcy, reorganization, arrangement, insolvency or liquidationproceedings or other similar proceeding under the laws of the United States or any state of the United States.

18.7. Limitation of Liability. Except with respect to any claim arising out of the willful misconduct or grossnegligence of any Agent, any Lender or Global Securitization Services, LLC, no claim may be made by any LoanParty or any other Person against any such Person or any of its respective Affiliates, directors, officers, employees,attorneys or agents for any special, indirect, consequential or punitive damages in respect of any claim for breach ofcontract or any other theory of liability arising out of or related to the transactions contemplated by this Agreement,or any act, omission or event occurring in connection therewith; and each Loan Party hereby waives, releases, andagrees not to sue upon any claim for any such damages, whether or not accrued and whether or not known orsuspected to exist in its favor.

Notwithstanding anything in this Agreement to the contrary, no Conduit shall have any obligation to pay any amount required tobe paid by it hereunder in excess of any amount

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available to such Conduit after paying or making provision for the payment of its Commercial Paper. All payment obligations of each ofthe Conduits hereunder are contingent on the availability of funds in excess of the amounts necessary to pay its respective CommercialPaper; and each of the other parties hereto agrees that it will not have a claim under Section 101(5) of the Bankruptcy Code if and to theextent that any such payment obligation owed to it by a Conduit exceeds the amount available to such Conduit, after paying or makingprovision for the payment of its Commercial Paper.

18.8. CHOICE OF LAW. THIS AGREEMENT SHALL BE GOVERNED AND CONSTRUED INACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO THEPRINCIPLES OF CONFLICTS OF LAWS THEREOF OTHER THAN SECTION 5-1401 OF THE GENERALOBLIGATIONS LAW (EXCEPT IN THE CASE OF THE OTHER TRANSACTION DOCUMENTS, TO THEEXTENT OTHERWISE EXPRESSLY STATED THEREIN) AND EXCEPT TO THE EXTENT THAT THEPERFECTION OF THE OWNERSHIP INTEREST OF BORROWER OR THE SECURITY INTEREST OFTHE ADMINISTRATIVE AGENT, FOR THE BENEFIT OF THE SECURED PARTIES, IN ANY OF THECOLLATERAL IS GOVERNED BY THE LAWS OF A JURISDICTION OTHER THAN THE STATE OFNEW YORK.

18.9. CONSENT TO JURISDICTION. EACH PARTY TO THIS AGREEMENT HEREBYIRREVOCABLY SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF ANY UNITED STATESFEDERAL OR NEW YORK STATE COURT SITTING IN THE BOROUGH OF MANHATTAN, NEWYORK, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT,THE OTHER TRANSACTION DOCUMENTS OR ANY DOCUMENT EXECUTED BY SUCH PERSONPURSUANT TO THIS AGREEMENT, AND EACH SUCH PARTY HEREBY IRREVOCABLY AGREESTHAT ALL CLAIMS IN RESPECT OF SUCH ACTION OR PROCEEDING MAY BE HEARD ANDDETERMINED IN ANY SUCH COURT AND IRREVOCABLY WAIVES ANY OBJECTION IT MAY NOWOR HEREAFTER HAVE AS TO THE VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDINGBROUGHT IN SUCH A COURT OR THAT SUCH COURT IS AN INCONVENIENT FORUM. NOTHINGHEREIN SHALL LIMIT THE RIGHT OF ANY AGENT OR ANY LENDER TO BRING PROCEEDINGSAGAINST ANY LOAN PARTY IN THE COURTS OF ANY OTHER JURISDICTION. ANY JUDICIALPROCEEDING BY ANY LOAN PARTY AGAINST ANY AGENT OR ANY LENDER OR ANY AFFILIATEOF ANY AGENT OR ANY LENDER INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER IN ANYWAY ARISING OUT OF, RELATED TO, OR CONNECTED WITH THIS AGREEMENT OR ANYDOCUMENT EXECUTED BY SUCH LOAN PARTY PURSUANT TO THIS AGREEMENT SHALL BEBROUGHT ONLY IN A COURT IN NEW YORK, NEW YORK.

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18.10. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES TRIAL BY JURY INANY JUDICIAL PROCEEDING INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER (WHETHERSOUNDING IN TORT, CONTRACT OR OTHERWISE) IN ANY WAY ARISING OUT OF, RELATED TO,OR CONNECTED WITH THIS AGREEMENT, ANY DOCUMENT EXECUTED BY ANY LOAN PARTYPURSUANT TO THIS AGREEMENT OR THE RELATIONSHIP ESTABLISHED HEREUNDER ORTHEREUNDER.

18.11. Integration; Binding Effect; Survival of Terms.

(a) This Agreement and each other Transaction Document contain the final and complete integration of all prior expressions bythe parties hereto with respect to the subject matter hereof and shall constitute the entire agreement among the parties hereto with respect to the subjectmatter hereof superseding all prior oral or written understandings.

(b) This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors andpermitted assigns (including any trustee in bankruptcy). This Agreement shall create and constitute the continuing obligations of the parties hereto inaccordance with its terms and shall remain in full force and effect until terminated in accordance with its terms; provided, however, that the rightsand remedies with respect to (i) any breach of any representation and warranty made by any Loan Party pursuant to Article VI, (ii) the indemnificationand payment provisions of Article X, and Sections 14.5, 14.6, 14.7 and 14.14 shall be continuing and shall survive any termination of thisAgreement.

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18.12. Counterparts; Severability; Section References . This Agreement may be executed in any number ofcounterparts and by different parties hereto in separate counterparts, each of which when so executed shall bedeemed to be an original and all of which when taken together shall constitute one and the same Agreement.Delivery of an executed counterpart of a signature page to this Agreement by telecopier shall be effective as deliveryof a manually executed counterpart of a signature page to this Agreement. Any provisions of this Agreement whichare prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of suchprohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition orunenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any otherjurisdiction. Unless otherwise expressly indicated, all references herein to “Article,” “Section,” “Schedule” or“Exhibit” shall mean articles and sections of, and schedules and exhibits to, this Agreement.

18.13. Federal Reserve. Notwithstanding any other provision of this Agreement to the contrary, any Conduitor Liquidity Bank may at any time pledge or grant a security interest in all or any portion of its rights (including,without limitation, rights to payment of principal and interest) under this Agreement to secure obligations of suchConduit or Liquidity Bank to a Federal Reserve Bank located in the United States of America, without notice to orconsent of the Borrower, the Administrative Agent or any Co-Agent; provided that no such pledge or grant of asecurity interest shall release a Conduit or a Liquidity Bank from any of its obligations hereunder or substitute anysuch pledgee or grantee for such Conduit or Liquidity Bank as a party hereto.

Section 14.14. Tax Gross-Up. All payments to be made by Borrower hereunder shall be made withoutsetoff, counterclaim or other defense and free and clear of any deduction or withholding. If Borrower is required by law to make anydeduction or withholding from any payment on account of any Tax (other than an Excluded Tax), the sum due from it in respect of suchpayment shall be increased to the extent necessary to ensure that, after the making of such deduction or withholding, the intendedrecipient receives a net sum equal to the sum which it would have received had no deduction or withholding been made.

<signature pages follow>

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed and delivered by their dulyauthorized officers as of the date hereof.


By: Name: David E. ArickTitle: President

Address: 6400 Poplar AvenueMemphis, Tennessee 38197

Attn: David E. ArickPresident

Phone: 901/419-3977 Fax: 901/419-4539

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INTERNATIONAL PAPER COMPANY, AS SERVICER

By: Name: Errol A. HarrisTitle: Vice President & Treasurer

Address: 6400 Poplar Avenue Memphis, Tennessee 38197

Attn: Errol A. HarrisV.P. & Treasurer Phone: 901/419-4740

Fax: 901/419-4539

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GOTHAM FUNDING CORPORATION

By: Name: Title:

Address: 1251 Avenue of the AmericasNew York, New York 10020-1104 USAAttn: Securitization GroupTelephone: (212) 782-6963/4908Facsimile: (212) 782-6998

THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., NEW YORK BRANCH, as a LiquidityBank

By: Name: Title:

By: Name: Title:

Address:1251 Avenue of the AmericasNew York, New York 10020-1104 USAAttn: Securitization GroupTelephone: (212) 782-6963/4908Facsimile: (212) 782-6998

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THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., NEW YORK BRANCH, as GothamAgent

By: Name: Title:

By: Name: Title:

Address:1251 Avenue of the AmericasNew York, New York 10020-1104 USAAttn: Securitization GroupTelephone: (212) 782-6963/4908Facsimile: (212) 782-6998

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STARBIRD FUNDING CORPORATION

By: Name: Title:

Address:Starbird Funding Corporationc/o J. H. Management CorporationOne International Place, Room 3218Boston, MA 02110

BNP PARIBAS, ACTING THROUGH ITS NEW YORK BRANCH, as a Liquidity Bank andas Starbird Agent

By: Name: Title:

By: Name: Title:

Address:BNP Paribas787 Seventh Avenue, 7th Floor New York, New York 10019 Attention: Michelle VevePhone: (212) 841-2332Fax: (212) 841-2689

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CAFCO, LLCBY: CITIBANK, N.A., ITS ATTORNEY-IN-FACT

By: Name:Title:

Address:CAFCO, LLCc/o Citibank, N.A. 750 Washington Boulevard Stamford, CT 06901Attention: Loretta Lachman Tel No.: (203) 975-6417 Fax No.: (914) 274-9027

CITIBANK, N.A., as a Liquidity Bank

By: Name:Title:

Address:Citibank, N.A.750 Washington Boulevard Stamford, CT 06901 Attention: Loretta Lachman Tel No.: (203) 975-6417 Fax No. (914) 274-9027

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ATLANTIC ASSET SECURITIZATION LLCBY: Credit Agricole Corporate and Investment Bank, as Attorney-in-fact

By:___________________________ Name:Title:

By:___________________________ Name: Title:

Address:c/o Credit Agricole Corporate and Investment Bank 1301 Avenue of the AmericasNew York, NY 10019Attention: Amit PatelTel No.: (212) 261-7845Fax No.: (917) 849-5584

CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK, as a Liquidity Bank and asAtlantic Agent

By:___________________________ Name:Title:

By:___________________________ Name:Title:

Address :1301 Avenue of the AmericasNew York, NY 10019Attention: Amit PatelTel No.: (212) 261-7845Fax No.: (917) 849-5584

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WORKING CAPITAL MANAGEMENT CO., L.P.

By:___________________________ Name:Title:

Address: c/o Mizuho Corporate Bank, Ltd. Americas Financial Products Division Securitization & Structured Finance 1251 Avenue of the Americas , 32nd Floor New York, NY 10020Attention: David Krafchik Tel No.: (212) 282-4998 Fax No.: (212) 282-4105

MIZUHO CORPORATE BANK, LTD., as a Liquidity Bank and as WCM Agent

By:___________________________ Name:Title:

Address:Americas Financial Products Division Securitization & Structured Finance 1251 Avenue of the Americas, 32nd Floor New York, NY 10020Attention: David Krafchik Tel No.: (212) 282-4998 Fax No.: (212) 282-4105

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LIBERTY STREET FUNDING LLC

By: Name: Title:

Address:c/o Global Securitization Services114 West 47th Street, Suite 2310c/o Global SecuritizationAttention: Jill RussoTel No: (212) 295-2742Fax No: (212) 302-8767

THE BANK OF NOVA SCOTIA as a Liquidity Bank and as Liberty Street Agent

By: Name: Title:

Address:40 King Street West, 55th FloorToronto, Ontario, Canada M5H 1H1Attention: Paula CzachTel No: (416) 865-6311Fax No: (416) 350-1133

with a copy to:

One Liberty Plaza, 26 th FloorNew York, NY 10006Attention: Darren WardTel No: (212) 225-5264Fax No: (212) 225-5174

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BANK OF AMERICA, N.A., as BOA Agent and as a Liquidity Bank

By:___________________________ Name:Title:

Address: 214 North Tryon Street, 15th Floor NC1-027-15-01 Charlotte, North Carolina 28255 Attention: Securitization Finance Group / Nina Austin Telephone: (980) 386-7922 Facsimile: (704) 388-9169

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By:___________________________ Name:Title:

Address: c/o Citibank, N.A. 750 Washington Boulevard Stamford, CT 06901 Attention: Loretta Lachman Tel No.: (203) 975-6417 Fax No. (914) 274-9027

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EXHIBIT I

DEFINITIONS

As used in this Agreement, the following terms shall have the following meanings (such meanings to be equallyapplicable to both the singular and plural forms of the terms defined):

“Accounting Based Consolidation Event” means the consolidation, for financial and/or regulatory accountingpurposes, of all or any portion of the assets and liabilities of any Conduit that is the subject of this Agreement or any other TransactionDocument with all or any portion of the assets and liabilities of any Liquidity Bank in its Group or the Co-Agent of its Group or any oftheir affiliates (any such Person, an “Affected Accounting Entity”) as the result of the existence of, or occurrence of any change in,accounting standards or the issuance of any pronouncement, interpretation or release, by any accounting body or any other body chargedwith the promulgation or administration of accounting standards, including, without limitation, the Financial Accounting StandardsBoard, the International Accounting Standards Board, the American Institute of Certified Public Accountants, the Federal ReserveBoard of Governors and the Securities and Exchange Commission, and shall occur as of the date that such consolidation (i) shall haveoccurred with respect to the financial statements of any Affected Accounting Entity or (ii) shall have been required to have occurred,regardless of whether such financial statements were prepared as of such date.

“Actual Setoff Reserve Amount” means, on any date of determination, the amount of payables equal to the lesser of(a) the actual payables or (b) the amount of the Obligor’s balance, owing from the Originator to Obligors during the one (1) monthending on or prior to the date of computation.

“Adjusted Dilution Ratio” means, at any time, the rolling average of the Dilution Ratio for the 12 Calculation Periodsthen most recently ended.

“Administrative Agent” has the meaning set forth in the preamble to this Agreement.

“Administrative Agent’s Fee Letter” means that certain Administrative Agent’s Fee Letter dated as of January 13,2010 by and among the Administrative Agent, International Paper and Borrower, as the same may be amended, restated or otherwisemodified from time to time.

“Advance” means a borrowing hereunder consisting of the aggregate amount of the several Loans made on the sameBorrowing Date.

“Adverse Claim” means a lien, security interest, charge or encumbrance, or other right or claim in, of or on anyPerson’s assets or properties in favor of any other Person.

Exhibit I - 160993798_4.DOC

“Affected Accounting Entity” has the meaning set forth in the definition of “Accounting Based Consolidation Event.”

“Affected Entity” has the meaning set forth in Section 10.2(a).

“Affected Party” means each of the Conduits, the Agents and the Liquidity Banks.

“Affiliate” means, with respect to any Person, any other Person directly or indirectly controlling, controlled by, orunder direct or indirect common control with, such Person or any Subsidiary of such Person. A Person shall be deemed to controlanother Person if the controlling Person owns 10% or more of any class of voting securities of the controlled Person or possesses,directly or indirectly, the power to direct or cause the direction of the management or policies of the controlled Person, whether throughownership of equity, by contract or otherwise.

“Agents” means the Administrative Agent and Co-Agents.

“Aggregate Commitment” means, on any date of determination, the aggregate amount of the Commitments to makeLoans hereunder.

“Aggregate Principal” means, on any date of determination, the aggregate outstanding principal amount of allAdvances outstanding on such date.

“Agreement” means this Second Amended and Restated Credit and Security Agreement, as it may be amended ormodified and in effect from time to time.

“Alternate Base Rate” means for any day, the rate per annum equal to the greatest as of such day of (i) the sum of thePrime Rate plus 100 basis points per annum, (ii) the sum of the Federal Funds Effective Rate plus 150 basis points per annum, or (iii)LIBOR for a one-month Interest Period on such day. For purposes of determining the Alternate Base Rate for any day, changes in thePrime Rate, the Federal Funds Effective Rate or LIBOR shall be effective on the date of each such change.

“Alternate Base Rate Loan” means a Loan which bears interest at the Alternate Base Rate or the Default Rate.

“Amortization Date” means the earliest to occur of (i) the day on which any of the conditions precedent set forth inSection 5.2 are not satisfied, (ii) the Business Day immediately prior to the occurrence of an Event of Bankruptcy with respect to anyLoan Party, (iii) the Business Day specified in a written notice from the Administrative Agent following the occurrence and during thecontinuance of any other Amortization Event, and (iv) the date which is 15 Business Days after the Administrative Agent’s receipt ofwritten notice from Borrower that it wishes to terminate the facility evidenced by this Agreement.

“Amortization Event” has the meaning specified in Article IX.


“Article” means an article of this Agreement unless another document is specifically referenced.

“Atlantic” has the meaning set forth in the preamble to this Agreement.

“Atlantic Agent” has the meaning set forth in the preamble to this Agreement.

“Atlantic Allocation Limit” has the meaning set forth in Section 1.1(a)(v).

“Atlantic Group” has the meaning set forth in the preamble to this Agreement.

“Atlantic Liquidity Agreement” means, collectively, any liquidity agreement pursuant to which any of the AtlanticLiquidity Banks provides liquidity to Atlantic and any related asset purchase agreement, as each may be amended, restated,supplemented, replaced or otherwise modified from time to time.

“Atlantic Liquidity Bank” means CACIB and any other Liquidity Bank that now or hereafter enters into thisAgreement and the Atlantic Liquidity Agreement.

“Authorized Officer” means, with respect to any Person, its president, company controller, treasurer or chief financialofficer.

“BOA” has the meaning set forth in the preamble to this Agreement.

“BOA Agent” has the meaning set forth in the preamble to this Agreement.

“BOA Allocation Limit” has the meaning set forth in Section 1.1(a)(i).

“BOA Group” has the meaning set forth in the preamble to this Agreement.

“BOA Liquidity Bank” means BOA and any other Liquidity Bank that now or hereafter enters into this Agreement aspart of the BOA Group.

“Borrower” has the meaning set forth in the preamble to this Agreement.

“Borrowing Base” means, on any date of determination, the Net Pool Balance as of the last day of the period coveredby the most recent Collateral Report, minus the Required Reserve as of the last day of the period covered by the most recent CollateralReport, and minus Dilution that has occurred since the most recent Cut-Off Date to the extent that such Dilution exceed the DilutionReserve (it being understood and agreed that each reference to “the most recent Collateral Report” used in this definition shall mean (i)the most recent Daily Report, if Daily Reports are then being delivered pursuant to Section 8.5, (ii) the most recent Weekly Report, ifWeekly Reports are then being delivered pursuant to Section 8.5, or (iii) if neither (i) nor (ii) are applicable, the most recent MonthlyReport).

“Borrowing Date” means a Business Day on which an Advance is made hereunder.


“Borrowing Request” has the meaning set forth in Section 2.1.

“Broken Funding Costs” means, for any CP Rate Loan which: (a) has its principal reduced without compliance byBorrower with the notice requirements hereunder or (b) is not prepaid in the amount specified in a Prepayment Notice on the datespecified therein or (c) is assigned or otherwise transferred by the applicable Conduit to its respective Liquidity Banks under itsrespective Liquidity Agreement or terminated prior to the date on which it was originally scheduled to end, an amount equal to theexcess, if any, of (A) the CP Costs that would have accrued during the remainder of the applicable commercial paper tranche periodsdetermined by the applicable Co-Agent, to relate to such Loan subsequent to the date of such reduction, assignment or termination (or inrespect of clause (b) above, the date such prepayment was designated to occur pursuant to the applicable Prepayment Notice) of theprincipal of such CP Rate Loan if such reduction, assignment or termination had not occurred or such Prepayment Notice had not beendelivered, over (B) the sum of (x) to the extent all or a portion of such principal is allocated to another CP Rate Loan, the amount of CPCosts actually accrued during the remainder of such period on such principal for the new Loan, and (y) to the extent such principal is notallocated to another CP Rate Loan, the income, if any, actually received during the remainder of such period by the holder of such Loanfrom investing the portion of such principal not so allocated.

“BTMU” has the meaning set forth in the preamble to this Agreement.

“Business Day” means any day on which banks are not authorized or required to close in New York, New York orAtlanta, Georgia, and The Depository Trust Company of New York is open for business, and, if the applicable Business Day relates toany computation or payment to be made with respect to LIBOR, any day on which dealings in dollar deposits are carried on in the Londoninterbank market.

“CACIB” has the meaning set forth in the preamble to this Agreement.

“CAFCO” has the meaning set forth in the preamble to this Agreement.

“CAFCO Agent” has the meaning provided in the preamble of this Agreement.

“CAFCO Allocation Limit” has the meaning set forth in Section 1.1(a)(iv).

“CAFCO Group” has the meaning set forth in the preamble to this Agreement.

“CAFCO Liquidity Agreement” means the Second Amended and Restated Secondary Market Agreement dated as ofNovember 17, 2004 among CAFCO, the CAFCO Agent, and the Liquidity Banks from time to time party thereto, as the same may beamended, restated, supplemented, replaced or otherwise modified from time to time.

“CAFCO Liquidity Bank” means any Liquidity Bank that enters into this Agreement and the CAFCO LiquidityAgreement.

“Calculation Period” means a calendar month.


“Cap Gemini-Poland” means Capgemini Polska Sp.z o.o.

“Cap Gemini-Poland Contract” means that certain Financial Accounting Business Process Outsourcing Agreementdated 17 December, 1999 by and between Cap Gemini-Poland and International Paper (Europe) S.A., as amended, supplemented andotherwise modified from time to time, including, without limitation, by Change Order No. 9 dated December 19, 2002.

“Cap Gemini-Poland Trigger Event” means:

(i) either International Paper or Borrower suffers an Event of Bankruptcy after the first Go-Live Date and theAdministrative Agent notifies International Paper Investment Corporation to cause International Paper(Europe) S.A to terminate all or any portion of the Services (as defined in Section 8.1(d) hereof),

(ii) the occurrence of any one or more of the following events after the first calendar month after the Go-LiveDate with respect to the application and posting Services: (a) in any period of 12 consecutive calendarmonths, there is any cash at the end of any three full months which has not been applied to specific invoices;(b) Cap Gemini-Poland fails to apply at least 95% of all cash Collections received in any full month to thecorrect invoices; or (c) payments on account equal or exceed $18 million for any two consecutive months,

(iii) the occurrence of any one or more of the following events after the first calendar month after the Go-LiveDate with respect to the collection Services: (a) the three-month moving average of the “Past Due Ratio” asdefined and evaluated in Schedule 18A to Change Order 12 to the Cap Gemini-Poland Contract as in effecton December 3, 2003 shall exceed 1.75% for any two consecutive months or for any three months in any12-month period, (b) the three-month moving average of the “Dilution Ratio” as defined and evaluated inSchedule 18A to Change Order 21 to the Cap Gemini-Poland Contract as in effect on November 20, 2006shall exceed 6.25% for any two consecutive months or for any three months in any 12-month period, or (c)the three-month moving average of the “Default Ratio” as defined and evaluated in Schedule 18A toChange Order 12 to the Cap Gemini-Poland Contract as in effect on December 3, 2003 shall exceed 1.25%for any two consecutive months or for any three months in any 12-month period.

The effective date of trigger (ii)(c) above will commence two consecutive full calendar months after the applicable Go-Live Date.


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

“Cash Discount” means a cash discount as described in Section 3.4(a)(i).

“Cash Discount Reserve” means, at any time, such balance of all reserve accounts that any Loan Party establishes toreserve for Cash Discounts earned by all Obligors.

“Change of Control” means (a) the acquisition by any Person, or two or more Persons acting in concert, of beneficialownership (within the meaning of Rule 13d-3 of the Securities and Exchange Commission under the Securities Exchange Act of1934) of more than 50% of the outstanding shares of voting stock of International Paper, (b) any “Change of Control Triggering Event”(as defined that certain Supplemental Indenture dated as of June 4, 2008 between International Paper and the Bank of New York, astrustee, as in effect on such date), or (c) International Paper fails to own, directly or indirectly, 100% of the outstanding membershipinterests of Borrower.

“CNAI” has the meaning set forth in the Preamble to this Agreement.

“Co-Agents’ Fee Letter” means that certain Amended and Restated Co-Agents’ Fee Letter dated as of January 9, 2013by and among the Co-Agents and Borrower, as the same may be amended, restated or otherwise modified from time to time.

“Collateral” has the meaning set forth in Section 13.1.

“Collateral Report” means a Monthly Report, a Weekly Report or a Daily Report.

“Collection Account” means each concentration account, depositary account, lock box account or similar account inwhich any Collections are collected or deposited and which is listed on Exhibit IV.

“Collection Account Agreement” means an agreement in a form reasonably acceptable to the Administrative Agentamong International Paper, Borrower, the Administrative Agent and a Collection Bank, perfecting the Administrative Agent’s securityinterest therein.

“Collection Bank” means, at any time, any of the banks holding one or more Collection Accounts.

“Collection Notice” means a notice, in substantially the form attached to a Collection Account Agreement from theAdministrative Agent to a Collection Bank advising the Collection Bank to cease taking instructions with respect to the subjectCollection Account(s) from the Borrower or International Paper .


“Collections” means, with respect to any Receivable, all cash collections and other cash proceeds in respect of suchReceivable, including, without limitation, all Finance Charges or other related amounts accruing in respect thereof and all cash proceedsof Related Security with respect to such Receivable.

“Commercial Paper” means promissory notes of a Conduit with maturities of less than 397 days issued by suchConduit in the commercial paper market.

“Commitment” means, as of any date of determination, for each Committed Lender, its commitment to make Loans toBorrower hereunder in an aggregate principal amount at any one time outstanding not to exceed the amount set forth opposite suchCommitted Lender’s name under the heading “Commitment” on Schedule A to this Agreement.

“Commitment Reduction Notice” has the meaning specified in Section 1.6.

“Commitment Termination Date” means the earliest of (a) as to each Group, its Liquidity Termination Date, (b) theAmortization Date, and (c) the date the Aggregate Commitment reduces to zero.

“Committed Lender” means (a) each of the BOA Liquidity Banks, (b) each of the Gotham Liquidity Banks, (c) each of theStarbird Liquidity Banks, (d) each of the CAFCO Liquidity Banks, (e) each of the WCM Liquidity Banks, (f) each of the Liberty Street LiquidityBanks, and (g) each of the Atlantic Liquidity Banks.

“Conduits” has the meaning set forth in the preamble to this Agreement.

“Consolidated Net Worth” means, as at any time, the sum of the following for International Paper and its ConsolidatedSubsidiaries determined on a consolidated basis (without duplication) in accordance with GAAP: (a) the amount of capital stock; plus (b) the amountof surplus and retained earnings (or, in the case of a surplus or retained earnings deficit, minus the amount of such deficit); minus (c) the cost oftreasury shares; provided, however, the foregoing calculation shall not take into account any impairment of goodwill arising under FASB 142.

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

“Constituent” means, as to any Group or any Co-Agent of a Group, any member of such Group or such Co-Agent’sGroup from time to time a party hereto, and when used as an adjective, “Constituent” shall have a correlative meaning.

“Contract” means, with respect to any Receivable, any and all instruments, agreements, invoices or other writingspursuant to which such Receivable arises or which evidences such Receivable.

“CP Costs” means:


for each of the Pool Funded Conduits other than CAFCO for each day, the sum of (i) discount or interest accrued on PooledCommercial Paper for such Conduit on such day, plus (ii) any and all accrued commissions in respect of placement agents and dealers, and issuingand paying agent fees incurred, in respect of such Pooled Commercial Paper for such day, plus (iii) other costs associated with funding small or odd-lot amounts with respect to all receivable purchase or financing facilities which are funded by Pooled Commercial Paper for such day, minus (iv) anyaccrual of income net of expenses received on such day from investment of collections received under all receivable purchase or financing facilitiesfunded substantially with Pooled Commercial Paper, minus (v) any payment received on such day net of expenses in respect of Broken Funding Costs(or similar costs) related to the prepayment of any investment of such Pool Funded Conduit, as applicable, pursuant to the terms of any receivablepurchase or financing facilities funded substantially with Pooled Commercial Paper. In addition to the foregoing costs, if Borrower shall request anyAdvance from any of the Pool Funded Conduits other than CAFCO during any period of time determined by the applicable Co-Agent to such PoolFunded Conduit in its sole discretion to result in incrementally higher CP Costs applicable to such Advance, the principal associated with any suchAdvance shall, during such period, be deemed to be funded by such Conduit in a special pool (which may include capital associated with otherreceivable purchase or financing facilities) for purposes of determining such additional CP Costs applicable only to such special pool and chargedeach day during such period against such principal; and

(b) for CAFCO for each day, interest at the Investor Rate on or otherwise (by means of interest rate hedges orotherwise) in respect of those Promissory Notes issued by CAFCO that are allocated, in whole or in part, by the CAFCO Agent (onbehalf of CAFCO) to fund or maintain any Loan on such day as reported to the Borrower and the Servicer.

“CP Rate” means, with respect to each of the Pool Funded Conduits for any CP Tranche Period, the per annuminterest rate that, when applied to the outstanding principal balance of such Pool Funded Conduits’ CP Rate Loans for the actual numberof days elapsed in such CP Tranche Period, would result in an amount of accrued interest equivalent to such Pool Funded Conduits’ CPCosts for such CP Tranche Period.

“CP Rate Loan” means a Loan made by any of the Conduits which bears interest at a CP Rate.

“CP Tranche Period” means, with respect to the Pool Funded Conduits, a Calculation Period; provided, however, that(x) in the case of any CP Tranche Period for any Loan which commences before the Amortization Date and would otherwise end on adate occurring after the Amortization Date, such Interest Period shall end on the Amortization Date and (y) in the case of anyCP Tranche Period for a Conduit in a Group which has declined to extend its Liquidity Termination Date and which would otherwise endon a date occurring after such Liquidity Termination Date, such CP Tranche Period shall end on such Liquidity Termination Date.

“Credit and Collection Policy” means Borrower’s credit and collection policies and practices relating to Contracts andReceivables existing on the date hereof and summarized in Exhibit V to the Receivables Sale and Contribution Agreement, as modifiedfrom time to time in accordance with this Agreement.


“Credit and Rebill” means any reduction to the Outstanding Balance of a Receivable which is re-documented by anew invoice for the same product and the same Obligor (unless such new invoice is issued on the same date as the original invoice). Forpurposes of measuring Dilution, if the Servicer is able to net the two invoices, a Credit and Rebill may be valued at the mount by whichthe original invoice exceeds the new invoice; otherwise, it shall be valued at the entire amount of the original invoice.

“Cut-Off Date” means the last day of a Calculation Period.

“Daily Report” means a report, in substantially the form of Exhibit IX hereto (appropriately completed), furnished bythe Servicer to the Administrative Agent pursuant to Section 8.5 (it being understood and agreed that such Daily Report shall, prior tothe Temple-Inland Activation Date, not include references to the Temple-Inland Receivables).

“Daily Reporting Date” means each Business Day during the Daily Reporting Period (or if any such day is not aBusiness Day, the next succeeding Business Day thereafter).

“Daily Reporting Period” means the period beginning on the first Business Day after the current published rating byS&P or Moody’s of International Paper’s long-term senior unsecured non-credit-enhanced debt is less than BB from S&P or is less thanBa2 from Moody’s.

“Days Sales Outstanding” means, as of any day, an amount equal to the product of (x) 91, multiplied by (y) theamount obtained by dividing (i) the aggregate Outstanding Balance of Receivables minus the aggregate amount of Suspense Accounts, ineach case, as of the most recent Cut-Off Date, by (ii) the aggregate amount of Receivables created during the three (3) CalculationPeriods including and immediately preceding such Cut-Off Date.

“Deemed Collections” means Collections deemed received by Borrower under Section 3.4(a).

“Default Horizon Ratio” means, as of any Cut-Off Date, the ratio (expressed as a decimal) computed by dividing (i)the sum of (a) the aggregate sales generated by the Originator with respect to Receivables during the six (6) Calculation Periods endingon such Cut-Off Date plus (b) if Days Sales Outstanding is greater than or equal to 60 days, but less than 90 days, the aggregate salesgenerated by the Originator with respect to Receivables during the 7 th preceding Calculation Period and if Days Sale Outstanding isgreater than or equal to 90 days, the aggregate sales generated by the Originator with respect to Receivables during the 7 th and 8th

preceding Calculation Periods, by (ii) the Net Pool Balance as of such Cut-Off Date.

“Default Rate” means a rate per annum equal to the sum of (i) the Alternate Base Rate plus (ii) 2.00%, changing whenand as the Alternate Base Rate changes.

“Default Ratio” means, as of any Cut-Off Date, the ratio (expressed as a percentage) computed by dividing (x) thetotal amount of Pool Receivables which became either (i) Defaulted Receivables or (ii) Suspense Accounts as to which any payment orpart thereof remains unpaid for 150 days or more from the original due date for such payment, and in each of


the foregoing clauses, during the Calculation Period that includes such Cut-Off Date, by (y) the aggregate sales generated by theOriginator with respect to Pool Receivables during the Calculation Period occurring six (6) months prior to the Calculation Period endingon such Cut-Off Date.

“Defaulted Receivable” means a Receivable (other than Suspense Accounts): (i) as to which the Obligor thereof hassuffered an Event of Bankruptcy; (ii) which, consistent with the Credit and Collection Policy, would be written off Borrower’s booksas uncollectible; or (iii) as to which any payment, or part thereof, remains unpaid for 150 days or more from the original due date forsuch payment.

“Delinquent Receivable” means a Receivable (other than Suspense Accounts) as to which any payment, or partthereof, remains unpaid for 120-149 days from the original due date for such payment.

“Demand Advance” means an advance made by Borrower to International Paper at any time while it is acting as theServicer on any day prior to the Commitment Termination Date on which no Amortization Event or Unmatured Amortization Eventexists and is continuing, which advance (a) is payable upon demand, (b) is not evidenced by an instrument, chattel paper or a certificatedsecurity (unless such instrument, chattel paper or certificated security is pledged and delivered to the Administrative Agent, togetherwith all necessary indorsement), (c) bears interest at a market rate determined by Borrower and the Servicer from time to time, (d) isnot subordinated to any other Indebtedness or obligation of the Servicer, and (e) may not be offset by International Paper against amountsdue and owing from Borrower to it under the Subordinated Note.

“Dilution” means the amount of any reduction or cancellation of the Outstanding Balance of a Receivable (other thanSuspense Accounts) as described in Section 3.4(a) and including Credit and Rebills, provided that Dilution does not include CashDiscounts or Volume Rebates.

“Dilution Horizon Ratio” means, as of any Cut-off Date, a ratio (expressed as a decimal), computed by dividing (i) thesum of (a) the aggregate sales generated by the Originator during the most recent Calculation Period and (b) 0.5 times the aggregate salesgenerated by the Originator during the second most recent Calculation Period, by (ii) the Net Pool Balance as of such Cut-Off Date.

“Dilution Ratio” means, as of any Cut-Off Date, a ratio (expressed as a percentage), computed by dividing (i) the totalamount of decreases in Outstanding Balances of Pool Receivables due to Dilutions during the Calculation Period ending on such Cut-OffDate, by (ii) the aggregate sales generated by the Originator with respect to Pool Receivables during the Calculation Period twoCalculation Periods prior to the Calculation Period ending on such Cut-Off Date.

“Dilution Reserve” means, for any Calculation Period, the product (expressed as a percentage) of:

Exhibit I - 1060993798_4.DOC

(a) the sum of (i) 2.5 times the Adjusted Dilution Ratio as of the immediately preceding Cut-Off Date, plus (ii) theDilution Volatility Component as of the immediately preceding Cut-Off Date, times

(b) the Dilution Horizon Ratio as of the immediately preceding Cut-Off Date.

“Dilution Volatility Component” means the product (expressed as a percentage) of (i) the difference between (a) thehighest three (3)-month rolling average Dilution Ratio over the past 12 Calculation Periods and (b) the Adjusted Dilution Ratio, and (ii) afraction, the numerator of which is equal to the amount calculated in (i)(a) of this definition and the denominator of which is equal to theamount calculated in (i)(b) of this definition.

“Eligible Assignee” means:

(a) for any of the Conduits, (i) any bankruptcy-remote commercial paper conduit whose Commercial Paper is rated atleast “A-1” by S&P and “P-1” by Moody’s, or (ii) any Liquidity Bank, or

(b) for all Lenders, any commercial bank having combined capital and surplus of at least $250,000,000 with a rating of its(or its parent holding company’s) short-term securities equal to or higher than (A) “A-1” by S&P and (B) “P-1” by Moody’s.

“Eligible Institution” means as depository institution organized under the laws of the United States of America or anystate thereof or the District of Columbia (or any domestic branch of a foreign bank authorized under any such laws), (a) whose seniorlong-term unsecured debt obligations are rated at least A- or better by S&P and A3 or better by Moody’s, and (b) which is subject toregulation regarding fiduciary funds on deposit substantially similar to 12 C.F.R. Section 9.10(b), if applicable, and (c) which hascombined capital and surplus of at least $100,000,000.

“Eligible Receivable” means, at any time, a Receivable:

(i) the Obligor of which (a) if a natural person, is a resident of the United States or, if a corporation or other businessorganization, is organized under the laws of the United States or any political subdivision thereof and has its chief executive office in theUnited States; (b) is not an Affiliate of any of the parties hereto; and (c) is not a government or a governmental subdivision or agency,

(ii) which is not a Defaulted Receivable,

(iii) which was not a Delinquent Receivable on the date on which it was acquired by Borrower,

(iv) which (A) has been billed and by its terms is due and payable within 91 days of the original billing date therefor andhas not had its payment terms extended more than once, (B) has not been transferred, in whole or in part, to notes receivable, and (C) isnot owing from

Exhibit I - 1160993798_4.DOC

an Obligor that has had all or any portion of the Receivables owing from it transferred to notes receivable,

(v) which is an “account” or “chattel paper” (other than “electronic chattel paper”), each within the meaning of Article9 of the UCC of all applicable jurisdictions,

(vi) which is denominated and payable only in United States dollars in the United States,

(vii) which arises under a Contract, which, together with such Receivable, is in full force and effect and constitutes thelegal, valid and binding obligation of the related Obligor enforceable against such Obligor in accordance with its terms, except as suchenforcement may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws relating to or limiting creditors’rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law),

(viii) which arises under a Contract which does not require the Obligor under such Contract to consent to the transfer,sale, pledge or assignment of the rights and duties of the Originator or any of its assignees under such Contract,

(ix) which arises under a Contract that contains an obligation to pay a specified sum of money, contingent only upon thesale of goods or the provision of services by the Originator,

(x) which is not a credit card receivable,

(xi) which was generated in the ordinary course of the Originator’s business,

(xii) which arises solely from the sale of goods or the provision of services to the related Obligor by the Originator, andnot by any other Person (in whole or in part),

(xiii) which is not subject to any dispute, counterclaim, right of rescission, set-off, counterclaim or any other defense(including defenses arising out of violations of usury laws) of the applicable Obligor against the Originator or any of its Affiliates or anyother Adverse Claim, and the Obligor thereon holds no right as against the Originator to cause the Originator to repurchase the goods ormerchandise the sale of which shall have given rise to such Receivable (except with respect to sale discounts effected pursuant to theContract, or defective goods returned in accordance with the terms of the Contract); provided, however, that if such dispute, offset,counterclaim or defense affects only a portion of the Outstanding Balance of such Receivable, then such Receivable may be deemed anEligible Receivable to the extent of the portion of such Outstanding Balance which is not so affected, and provided, further, thatReceivables of any Obligor which has any accounts payable by the Originator or by a wholly-owned Subsidiary of the Originator (thusgiving rise to a potential offset against such Receivables) may be treated as Eligible Receivables to the extent that the Obligor of suchReceivables has agreed pursuant to a written agreement in form and substance satisfactory to the Administrative Agent, that suchReceivables shall not be subject to such offset,

Exhibit I - 1260993798_4.DOC

(xiv) as to which the Originator has satisfied and fully performed all obligations on its part with respect to suchReceivable required to be fulfilled by it, and no further action is required to be performed by any Person with respect thereto other thanpayment thereon by the applicable Obligor,

(xv) as to which each of the representations and warranties contained in Sections 6.1(i), (j), (l), (q)(ii), (r) or (s) is trueand correct,

(xvi) all right, title and interest to and in which has been validly transferred to Borrower under and in accordance withthe Receivables Sale and Contribution Agreement,

(xvii) which is not a Suspense Account,

(xviii) the Obligor of which is not a Specified Obligor, and

(xix) prior to the Temple-Inland Activation Date, which is not a Temple-Inland Receivable.

“Eligible Receivables Net Balance” means, at any time, the aggregate Outstanding Balance of all Eligible Receivablesat such time reduced by (i) the Cash Discount Reserve at such time, (ii) the Volume Rebate Reserve at such time, and (iii) the PayableSetoff Reserve at such time.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended from time to time, and any ruleor regulation issued thereunder.

“ERISA Affiliate” means any trade or business (whether or not incorporated) under common control withInternational Paper within the meaning of Section 414(b) or (c) of the Tax Code (and Sections 414(m) and (o) of the Tax Code forpurposes of provisions relating to Section 412 of the Tax Code).

“Event of Bankruptcy” shall be deemed to have occurred with respect to a Person if either:

(a) a case or other proceeding shall be commenced, without the application or consent of such Person, in any court,seeking the liquidation, reorganization, debt arrangement, dissolution, winding up, or composition or readjustment of debts ofsuch Person, the appointment of a trustee, receiver, custodian, liquidator, assignee, sequestrator or the like for such Person or allor substantially all of its assets, or any similar action with respect to such Person under any law relating to bankruptcy,insolvency, reorganization, winding up or composition or adjustment of debts, and such case or proceeding shall continueundismissed, or unstayed and in effect, for a period of 60 consecutive days; or an order for relief in respect of such Person shallbe entered in an involuntary case under the federal bankruptcy laws or other similar laws now or hereafter in effect; or

Exhibit I - 1360993798_4.DOC

(b) such Person shall commence a voluntary case or other proceeding under any applicable bankruptcy, insolvency,reorganization, debt arrangement, dissolution or other similar law now or hereafter in effect, or shall consent to the appointmentof or taking possession by a receiver, liquidator, assignee, trustee (other than a trustee under a deed of trust, indenture or similarinstrument), custodian, sequestrator (or other similar official) for, such Person or for any substantial part of its property, or shallmake any general assignment for the benefit of creditors, or shall be adjudicated insolvent, or admit in writing its inability to payits debts generally as they become due, or, if a corporation or similar entity, its board of directors shall vote to implement any ofthe foregoing.

“Excluded Taxes” means, with respect to a Indemnified Party, Taxes which are (a) both (i) imposed by the jurisdictionin which such Indemnified Party is organized or by any other taxing authority of a United States jurisdiction as a result of suchIndemnified Party doing business or maintaining an office in such jurisdiction (other than any such taxes that the Indemnified Partyestablishes would not have been imposed but for (A) such Indemnified Party having executed, or enforced, a Transaction Document or(B) any of the transactions contemplated herein or in the other Transaction Documents) and also (ii) imposed on, based on or measuredby net pre-tax income, capital or net worth of such Indemnified Party (other than Taxes that are, or are in the nature of, sales, use,rental, property or value added or similar taxes) or (b) any Tax, assignment or other governmental charge attributable to and whichwould not have been imposed but for the failure of a Indemnified Party to deliver to Borrower the Prescribed Forms properly completedand duly executed by such Indemnified Party establishing such party’s exemption from, or eligibility for, a reduced rate of any such taxor assessment.

“Existing Agreement” has the meaning set forth in the Preliminary Statements.

“Extrapolated Setoff Reserve Amount” means the sum of (i) the product of (a) the IP Top 30 Payable Percentagetimes (b) the aggregate Outstanding Balance of all Receivables (other than Suspense Accounts and Receivables generated by xpedx) and(ii) the product of (a) the xpedx Top 30 Payable Percentage times (b) the aggregate Outstanding Balance of all Receivables generated byxpedx (other than Suspense Accounts).

“Facility Termination Date” means the earlier of (i) the occurrence of the applicable Liquidity Termination Date forany of the Conduits, and (ii) the Amortization Date.

“Federal Bankruptcy Code” means Title 11 of the United States Code entitled “Bankruptcy,” as amended and anysuccessor statute thereto.

“Federal Funds Effective Rate” means, for any period, a fluctuating interest rate per annum for each day during suchperiod equal to (a) the weighted average of the rates on overnight federal funds transactions with members of the Federal ReserveSystem arranged by federal funds brokers, as published for such day (or, if such day is not a Business Day, for the preceding BusinessDay) by the Federal Reserve Bank of New York in the Composite Closing Quotations for U.S. Government Securities; or (b) if suchrate is not so published for any day which is a Business Day, the average of the quotations at approximately 11:30 a .m. (New York

Exhibit I - 1460993798_4.DOC

time) for such day on such transactions received by the Administrative Agent from three federal funds brokers of recognized standingselected by it.

“Fee Letters” means, collectively, the Administrative Agent’s Fee Letter and the Co-Agents’ Fee Letter.

“Final Payout Date” means the date on which all Obligations have been paid in full and the Aggregate Commitmenthas been terminated.

“Finance Charges” means, with respect to a Contract, any finance, interest, late payment charges or similar chargesowing by an Obligor pursuant to such Contract.

“Funding Agreement” means (i) this Agreement, (ii) the Liquidity Agreements and (iii) any other agreement orinstrument executed by any Funding Source with or for the benefit of any Conduit.

“Funding Source” means (i) any Liquidity Bank, (ii) any insurance company, bank or other funding entity providingliquidity, credit enhancement or back-up purchase support or facilities to any Conduit, including, without limitation, such Conduit’sParticipants, if any, or (iii) any holding company of any of the foregoing.

“GAAP” means generally accepted accounting principles as currently in effect in the United States of America.

“Gotham” has the meaning provided in the preamble of this Agreement.

“Gotham Agent” has the meaning provided in the preamble of this Agreement.

“Gotham Allocation Limit” has the meaning set forth in Section 1.1(a)(ii).

“Gotham Group” has the meaning provided in the preamble of this Agreement.

“Gotham Liquidity Agreement” means, collectively, any liquidity agreement pursuant to which any of the GothamLiquidity Banks provides liquidity to Gotham and any related asset purchase agreement, as each may be amended, restated,supplemented, replaced or otherwise modified from time to time.

“Gotham Liquidity Bank” means any Liquidity Bank that now or hereafter enters into this Agreement and theGotham Liquidity Agreement.

“Group” means the Gotham Group, the Atlantic Group, the Starbird Group, the WCM Group, the Liberty StreetGroup, the CAFCO Group or the BOA Group, as the case may be.

“Group Limit” means, as to each Group, the aggregate amount of the Commitments of the Liquidity Banks in suchGroup.

Exhibit I - 1560993798_4.DOC

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

“Indebtedness” means, as to any Person: (a) indebtedness created, issued or incurred by such Person for borrowedmoney (whether by loan or the issuance and sale of debt securities); (b) obligations of such Person to pay the deferred purchase oracquisition price of property or services, other than trade accounts payable (other than for borrowed money) arising, and accruedexpenses incurred, in the ordinary course of business so long as such trade accounts payable are payable within 90 days of the date therespective goods are delivered or the respective services are rendered; (c) indebtedness of others secured by an Adverse Claim on theproperty of such Person, whether or not the respective indebtedness so secured has been assumed by such Person; (d) obligations ofsuch Person in respect of letters of credit or similar instruments issued or accepted by banks and other financial institutions for theaccount of such Person; (e) Capital Lease Obligations of such Person; and (f) Indebtedness of others Guaranteed by such Person.Notwithstanding anything herein to the contrary, and solely for purposes of calculating the ratio of Total Debt to Total Capital set forth inSection 9.1(n)(i), “Indebtedness” shall exclude all Nonrecourse Financial Liabilities of Special Purpose Entities as defined inInternational Paper’s financial statements delivered pursuant to Section 7.1(a).

“Indemnified Amounts” has the meaning set forth in Section 10.1.

“Indemnified Party” has the meaning set forth in Section 10.1.

“Independent Manager” means a member of the board of managers of Borrower who (a) is not at such time, and hasnot been at any time during the preceding five (5) years: (i) a customer, advisor, supplier, director, officer, employee or affiliate ofInternational Paper or any of its Subsidiaries or Affiliates other than Borrower (International Paper and such Subsidiaries and Affiliatesother than Borrower being hereinafter referred to as the “ Corporate Group”), (ii) the owner (whether direct, indirect or beneficial) atthe time of such individual’s appointment as an Independent Manager or at any time thereafter while serving as an Independent Manager,of any of the outstanding membership interests of Borrower or any of its Affiliates ( provided that indirect ownership of Borrower or ofany Affiliate by any person through a mutual fund or similar diversified investment pool shall not disqualify such person from being anIndependent Manager unless such person maintains direct or indirect control of the investment decisions of such mutual fund or similardiversified investment pool), (iii) a person related to any person referred to in clauses (i) and (ii); or (iv) a trustee, conservator or receiverfor any member of the

Exhibit I - 1660993798_4.DOC

Corporate Group; and (b) has (i) prior experience as an independent director or independent manager for an entity whose charterdocuments required the unanimous consent of all independent directors or independent managers thereof, as applicable, before suchentity could consent to the institution of bankruptcy or insolvency proceedings against it or could file a petition seeking relief under anyapplicable federal or state law relating to bankruptcy and (ii) at least three years of employment experience with one or more entities thatprovide, in the ordinary course of their respective business, advisory, management or placement services to issuers of securitization orstructured finance instruments, agreements or securities.

“Interest” means, for each respective Interest Period relating to Loans of each Liquidity Bank, (a) for all LiquidityBanks other than BOA, an amount equal to the product of the applicable Interest Rate for each Loan multiplied by the principal of suchLoan for each day elapsed during such Interest Period, annualized on a 360 day basis, and (b) for BOA, an amount equal to the product of(x) the applicable Interest Rate for such Loan for each day elapsed during such Interest Period multiplied by (y) the principal of suchLoan for each such day, annualized on a 360 day basis.

“Interest Period” means, with respect to any Loan held by a Liquidity Bank:

(a) for all Liquidity Banks other than BOA, if Interest for such Loan is calculated on the basis of LIBOR, a period ofone, two, three or six months, or such other period as may be mutually agreeable to the applicable Co-Agent and Borrower,commencing on a Business Day selected by Borrower or the Administrative Agent pursuant to this Agreement. Such InterestPeriod shall end on the day in the applicable succeeding calendar month which corresponds numerically to the beginning day ofsuch Interest Period, provided, however, that if there is no such numerically corresponding day in such succeeding month,such Interest Period shall end on the last Business Day of such succeeding month;

(b) for BOA, if Interest for such Loan is calculated on the basis of LIBOR, a period corresponding to the calendarmonth; or

(c) if Interest for such Loan is calculated on the basis of the Alternate Base Rate, a period commencing on a BusinessDay selected by Borrower and agreed to by the Administrative Agent, provided that no such period shall exceed one month.

If any Interest Period referred to in clause (a) or (c) would end on a day which is not a Business Day, such Interest Period shall end onthe next succeeding Business Day, provided, however, that in the case of any such Interest Period referred to in clause (a), if such nextsucceeding Business Day falls in a new month, such Interest Period shall end on the immediately preceding Business Day. In the case ofany Interest Period for any Loan which commences before the Amortization Date and would otherwise end on a date occurring after theAmortization Date, such Interest Period shall end on the Amortization Date. In the case of any Interest Period for any Loan by anyConstituent of a Group which has declined to extend its Liquidity Termination Date and which would otherwise end on a date occurringafter such Liquidity Termination Date, such Interest Period shall end on such Liquidity Termination Date. The duration of each Interest

Exhibit I - 1760993798_4.DOC

Period which commences after the Amortization Date shall be of such duration as selected by the Administrative Agent.

“Interest Rate” means, with respect to each Loan of the Liquidity Banks, LIBOR, the Alternate Base Rate or theDefault Rate, as applicable.

“Interest Reserve” means, for any Calculation Period, the product (expressed as a percentage) of (i) 1.5, times (ii)LIBOR for a one-month Interest Period as of the immediately preceding Cut-Off Date, times (iii) a fraction, the numerator of which isthe product of the highest Days Sales Outstanding for the most recent 12 Calculation Periods multiplied by 2, and the denominator ofwhich is 360.

“International Paper” has the meaning set forth in the preamble to this Agreement.

“Investor Rate” for any CP Tranche Period for any Loan of CAFCO means the per annum rate equivalent to theweighted average of the per annum rates paid or payable by CAFCO from time to time as interest on or otherwise (by means of interestrate hedges or otherwise) in respect of those Promissory Notes issued by CAFCO that are allocated, in whole or in part, by the CAFCOAgent (on behalf of CAFCO) to fund or maintain such Loan during such CP Tranche Period as determined by the CAFCO Agent (onbehalf of CAFCO) and reported to the Borrower and the Servicer which rates shall reflect and give effect to the commissions ofplacement agents and dealers in respect of such Promissory Notes, to the extent such commissions are allocated, in whole or in part, tosuch Promissory Notes by the CAFCO Agent (on behalf of CAFCO); provided, however, that (a) if any component of such rate is adiscount rate, in calculating the “Investor Rate” for such CP Tranche Period the CAFCO Agent shall for such component use the rateresulting from converting such discount rate to an interest bearing equivalent rate per annum; (b) the Investor Rate with respect toLoans of CAFCO funded by Participants shall be the same rate as in effect from time to time on Loans or portions thereof that are notfunded by a Participant; (c) if all of the Loans maintained by CAFCO are funded by Participants, then the Investor Rate shall beCAFCO’s pool funding rate in effect from time to time for its largest size pool of transactions which settles monthly; and (d) the perannum rate determined pursuant hereto shall be the Default Rate at any time when an Amortization Event shall exist.

“IP Top 30 Payable Percentage” means the ratio (expressed as a percentage) of (a) the aggregate amount of payables asto each individual Obligor, not to exceed such Obligor’s Receivable Outstanding Balance owing to the Top 30 Obligors (other thanObligors of xpedx) during the one month ending on or prior to the date of computation, to (b) the aggregate Outstanding Balance of allReceivables (other than Suspense Accounts) owing from the Top 30 Obligors (other than Obligors of xpedx) as of the last day of suchmonth.

“IPCO Credit Event” means the long-term unsecured debt rating of International Paper is downgraded below BBB- byS&P or below Baa3 by Moody’s or either such rating is revoked.

Exhibit I - 1860993798_4.DOC

“Lenders” means, collectively, each Conduit and each Liquidity Bank and their respective successors and permittedassigns.

“Liberty Street” has the meaning set forth in the preamble to this Agreement.

“Liberty Street Agent” has the meaning set forth in the preamble to this Agreement.

“Liberty Street Allocation Limit” has the meaning set forth in Section 1.1(a)(vii).

“Liberty Street Group” has the meaning set forth in the preamble to this Agreement.

“Liberty Street Liquidity Agreement” means, collectively, any liquidity agreement pursuant to which any of theLiberty Street Liquidity Banks provides liquidity to Liberty Street and any related asset purchase agreement, as each may be amended,restated, supplemented, replaced or otherwise modified from time to time.

“Liberty Street Liquidity Bank” means Scotiabank and any other Liquidity Bank that now or hereafter enters into thisAgreement and a Liberty Street Liquidity Agreement.

“LIBOR” means

(a) with respect to any Loan advanced by a Liquidity Bank other than BOA, for any Interest Period, the rate perannum equal to the sum of (i) (a) the rate per annum determined on the basis of the offered rate for deposits in U.S. dollars ofamounts equal or comparable to the principal amount of the related Loan offered for a term comparable to such Interest Period,which rates appear on a Bloomberg L.P. terminal, displayed under the address “US0001M <Index> Q <Go>” effective as of11:00 A.M., London time, two Business Days prior to the first day of such Interest Period, provided that if no such offered ratesappear on such page, LIBOR for such Interest Period will be the arithmetic average (rounded upwards, if necessary, to the nexthigher 1/100th of 1%) of rates quoted by not less than two major banks in New York, New York, selected by the AdministrativeAgent, at approximately 10:00 a.m. (New York time), two Business Days prior to the first day of such Interest Period, fordeposits in U.S. dollars offered by leading European banks for a period comparable to such Interest Period in an amountcomparable to the principal amount of such Loan, divided by (b) one minus the maximum aggregate reserve requirement(including all basic, supplemental, marginal or other reserves) which is imposed against the Administrative Agent in respect ofEurocurrency liabilities, as defined in Regulation D of the Board of Governors of the Federal Reserve System as in effect fromtime to time (expressed as a decimal), applicable to such Interest Period, plus (ii) 150 basis points. LIBOR shall be rounded, ifnecessary, to the next higher 1/16 of 1%; or

(b) with respect to any Loan advanced by BOA, on any date of determination, the rate (rounded upward, if necessary,to the next 1/16 of 1%) equal to the sum of (i)

Exhibit I - 1960993798_4.DOC

(a) LMIR for such day multiplied by (b) the Statutory Reserve Rate, plus (ii) if, at any time, more than 50% of the outstandingprincipal amount of Loans advanced by Lenders other than BOA hereunder are not CP Rate Loans, 150 basis points; where, forthe purposes of this clause (b) of this definition:

(1) “LMIR” shall mean the one-month “Eurodollar Rate” for deposits in dollars as reported on Reuters ScreenLIBOR01 Page or on any successor or substitute page of such service, or any successor or substitute for such service,for the purpose of displaying offered rates of leading banks for London interbank deposits in United States dollars, as of11:00 a.m. (London time) on such date, or if such day is not a Business Day, then the immediately preceding BusinessDay (or if not so reported, then as determined by the BOA Agent from another recognized source for interbankquotation), in each case, changing when and as such rate changes; and

(2) “Statutory Reserve Rate” shall mean a fraction (expressed as a decimal), the numerator of which is thenumber one and the denominator of which is the number one minus the aggregate of the maximum reserve percentages(including any marginal, special, emergency or supplemental reserves) expressed as a decimal established by the Boardof Governors of the Federal Reserve System for eurocurrency funding (currently referred to as “EurocurrencyLiabilities” in Regulation D of the Board of Governors of the Federal Reserve System). Such reserve percentages shallinclude those imposed pursuant to such Regulation D. Loans for which Interest is calculated based on LIBOR shall bedeemed to constitute eurocurrency funding and to be subject to such reserve requirements without benefit of or creditfor proration, exemptions or offsets that may be available from time to time to BOA under such Regulation D or anycomparable regulation. The Statutory Reserve Rate shall be adjusted automatically on and as of the effective date of anychange in any reserve percentage.

“LIBOR Loan” means a Loan which bears interest at LIBOR.

“Liquidity Agreements” means, collectively, the Gotham Liquidity Agreement, the Starbird Liquidity Agreement, theAtlantic Liquidity Agreement, the WCM Liquidity Agreement, the Liberty Street Liquidity Agreement and the CAFCO LiquidityAgreement.

“Liquidity Bank” means:

(a) with respect to the BOA Group, BOA or any Eligible Assignee of BOA’s Commitment,

(b) with respect to Gotham, BTMU or any Eligible Assignee of BTMU’s Commitment and Liquidity Commitment,

Exhibit I - 2060993798_4.DOC

(c) with respect to Starbird, BNP Paribas or any Eligible Assignee of BNP Paribas’s Commitment and LiquidityCommitment,

(d) with respect to CAFCO, Citibank or any Eligible Assignee of Citibank’s Commitment and Liquidity Commitment,

(e) with respect to WCM, Mizuho or any Eligible Assignee of Mizuho’s Commitment and Liquidity Commitment,

(f) with respect to Liberty Street, Scotiabank or any Eligible Assignee of Scotiabank’s Commitment and LiquidityCommitment, and

(g) with respect to Atlantic, CACIB or any Eligible Assignee of CACIB’s Commitment and Liquidity Commitment,

in each of the foregoing cases, to which Borrower has consented if required under Section 12.1. A Liquidity Bank willbecome a “Lender” hereunder at such time as it makes any Liquidity Funding.

“Liquidity Commitment” means, as to each Liquidity Bank, its commitment under its respective LiquidityAgreement.

“Liquidity Funding” means (a) a purchase made by any Liquidity Bank pursuant to its Liquidity Commitment of all orany portion of, or any undivided interest in (or a loan made by any Liquidity Bank pursuant to its Liquidity Commitment in the amountequal to) a Loan of its applicable Conduit, (b) any Loan made by the applicable Liquidity Banks in lieu of a Conduit pursuant to Section1.1, or (c) with respect to any Group which does not include a Conduit, any Loan made by the applicable Liquidity Banks in such Grouppursuant to Section 1.1.

“Liquidity Termination Date” means:

(a) as to the BOA Group, January 8, 2014 (unless such date is extended from time to time in the sole discretion of theBOA Liquidity Banks);

(b) as to the Gotham Group, January 8, 2014 (unless such date is extended from time to time in the sole discretion ofthe Gotham Liquidity Banks);

(c) as to the Starbird Group, January 8, 2014 (unless such date is extended from time to time in the sole discretion ofthe Starbird Liquidity Banks);

(d) as to the CAFCO Group, January 8, 2014 (unless such date is extended from time to time in the sole discretion ofthe CAFCO Liquidity Banks);

(e) as to the WCM Group, January 8, 2014 (unless such date is extended from time to time in the sole discretion of theWCM Liquidity Banks); and

Exhibit I - 2160993798_4.DOC

(f) as to the Liberty Street Group, January 8, 2014 (unless such date is extended from time to time in the solediscretion of the Liberty Street Liquidity Banks); and

(g) as to the Atlantic Group, January 8, 2014 (unless such date is extended from time to time in the sole discretion ofthe Atlantic Liquidity Banks).

“Loan” means any loan made by a Lender to Borrower pursuant to this Agreement (including, without limitation, anyLiquidity Funding). Each Loan shall either be a CP Rate Loan or, in the case of any Loan funded through a Liquidity Funding, anAlternate Base Rate Loan or a LIBOR Loan, selected in accordance with the terms of this Agreement.

“Loan Parties” has the meaning set forth in the preamble to this Agreement.

“Lock Box” means each locked postal box with respect to which a bank who has executed a Collection AccountAgreement has been granted exclusive access for the purpose of retrieving and processing payments made on the Receivables and whichis listed on Exhibit IV.

“Loss Reserve” means, for any Calculation Period, the product (expressed as a percentage) of (a) 2.5, times (b) thehighest three-month rolling average Default Ratio during the 12 Calculation Periods ending on the immediately preceding Cut-OffDate, times (c) the Default Horizon Ratio as of the immediately preceding Cut-Off Date.

“Majority Co-Agents” means, (a) at any time while Loans are outstanding, those Co-Agents representing Groupswhose combined Loans outstanding are in excess of fifty percent (50%) of the aggregate principal amount of all Loans outstanding and (b)at any time while no Loans are outstanding, those Co-Agents representing Groups with Group Limits totaling in excess of fifty percent(50%) of the Aggregate Commitment.

“Material Adverse Effect” means, with respect to any Loan Party, a material adverse effect on (i) the financialcondition or operations of any Loan Party and its Material Subsidiaries taken as a whole, (ii) the ability of such Loan Party to perform itsobligations under this Agreement, (iii) the legality, validity or enforceability of this Agreement or any other Transaction Document towhich it is a party, (iv) the Administrative Agent’s security interest, for the benefit of the Secured Parties, in the Receivables generallyor in any material portion of the Receivables, the Related Security or the Collections with respect thereto, or (v) the collectibility of theReceivables generally or of any material portion of the Receivables.

“Material Subsidiary” means any Subsidiary of International Paper (i) which, as of the most recent fiscal quarter ofInternational Paper, for the period of four consecutive fiscal quarters then ended, for which financial statements have been deliveredpursuant to Section 7.1(a)(i) or (ii), contributed greater than ten percent (10%) of consolidated revenues for such period or (ii) whichcontributed greater than ten percent (10%) of Total Assets as of the end of any such fiscal quarter; provided that, if the aggregateamount 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,International Paper (or, in the event International Paper has failed to

Exhibit I - 2260993798_4.DOC

do so within ten days after delivery of the most recent financial statements pursuant to Section 7.1(a)(i) or (ii), the AdministrativeAgent) shall designate sufficient Subsidiaries as “Material Subsidiaries” to eliminate such excess, and such designated Subsidiaries shallfor all purposes of this Agreement constitute Material Subsidiaries.

“Mizuho” has the meaning set forth in the preamble to this Agreement.

“Monthly Report” means a report, in substantially the form of Exhibit IX hereto (appropriately completed), furnishedby the Servicer to the Administrative Agent pursuant to Section 8.5 (it being understood and agreed that such Monthly Report shall,prior to the Temple-Inland Activation Date, not include references to the Temple-Inland Receivables).

“Monthly Reporting Date” means the 15th day of each month after the date of this Agreement (or if any such day isnot a Business Day, the next succeeding Business Day thereafter) or such other days of each month as the Administrative Agent shallrequest in connection with Section 8.5 hereof.

“Monthly Settlement Date” means the second Business Day after each Monthly Reporting Date.

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

“Net Pool Balance” means, at any time, the Eligible Receivables Net Balance minus (a) the aggregate amount, if any,by which the Outstanding Balance of all Eligible Receivables of each Obligor and its Affiliates (reduced by the amount of anyoutstanding Cash Discounts, outstanding Volume Rebates and outstanding payables that the Servicer has determined at such time relateto or are owed to such Obligor and its Affiliates) exceeds the Obligor Concentration Limit for such Obligor and its Affiliates and minus(b) unapplied cash and other offsets applicable to the Eligible Receivables.

“Obligations” means, at any time, any and all obligations of either of the Loan Parties to any of the Secured Partiesarising under or in connection with the Transaction Documents, whether now existing or hereafter arising, due or accrued, absolute orcontingent, including, without limitation, obligations in respect of Aggregate Principal, CP Costs, Interest, fees under the Fee Letters,Broken Funding Costs and Indemnified Amounts.

“Obligor” means a Person obligated to make payments pursuant to a Contract.

“Obligor Concentration Limit” means, at any time, in relation to any single Obligor and its Affiliates (if any), anamount equal to (A) the Eligible Receivables Net Balance at such time, multiplied by (B) the percentage set forth in the table belowunder the heading “Allowable % of Eligible Receivables Net Balance” for the applicable row for such Obligor and its Affiliates (if any),where such applicable row is determined as follows for Obligors who have short term unsecured debt ratings currently assigned to themby S&P and Moody’s (or in the absence thereof, the equivalent long term unsecured senior debt ratings):

Exhibit I - 2360993798_4.DOC

Short-Term S&P Rating Long-Term S&P Rating Short-Term Moody’sRating

Long-Term Moody’sRating

Allowable % of EligibleReceivables Net Balance

A-1+ AAA P-1 Aaa 10%

A-1 AA+, AA, AA- or A+ P-1 Aa1, Aa2, Aa3 or A1 8%

A-2 A, A- or BBB+ P-2 A2, A3 or Baa1 6%

A-3 BBB or BBB- P-3 Baa2 or Baa3 5%

Below A-3 or Not Rated byeither S&P or Moody’s

Below BBB- or Not Ratedby either S&P or Moody’s

Below P-3 or Not Rated byeither S&P or Moody’s

Below Baa3 or Not Ratedby either S&P or Moody’s

3%

; provided, however, that (i) if any Obligor has a split rating, the applicable row for such Obligor for the determination of theObligor Concentration Limit will be the row associated with the lower of the two ratings, (ii) if any Obligor is not rated by eitherS&P or Moody’s, the applicable row for such Obligor for the determination of the Obligor Concentration Limit shall be the oneset forth in the last line of the table above, and (iii) subject to satisfaction of the Rating Agency Condition and/or an increase inthe percentage set forth in clause (a)(i) of the definition of “Required Reserve,” upon Borrower’s request from time to time,the Co-Agents may agree to a higher “Allowable % of Eligible Receivables Net Balance” for a particular Obligor and itsAffiliates (each such higher percentage, a “Special Concentration Limit” ), it being understood that any Special ConcentrationLimit may be cancelled by any Agent upon not less than five (5) Business Days’ written notice to the Loan Parties.

“Originator” means International Paper in its capacity as seller and contributor under the Receivables Sale andContribution Agreement.

“Outstanding Balance” of any Receivable at any time means the then outstanding principal balance thereof.

“Participant” has the meaning specified in Section 12.1(c)(iii).

“Past Due Ratio” means, at any time, a percentage equal to (i) the aggregate Outstanding Balance of all PoolReceivables (other than Suspense Accounts) that remain unpaid for 90-119 days from the original due date for such payment at suchtime divided by (ii) the aggregate Outstanding Balance of all Pool Receivables (other than Suspense Accounts) at such time.

“Payable Setoff Reserve” means an amount equal to the sum of (a) 1.00% of the aggregate Outstanding Balance of allReceivables (other than Suspense Accounts) plus (b) at any time while (A) no IPCO Credit Event exists and is continuing, theBorrower’s choice of either (i)

Exhibit I - 2460993798_4.DOC

the Extrapolated Setoff Reserve Amount or (ii) the Actual Setoff Reserve Amount, or (B) an IPCO Credit Event exists and iscontinuing, the Borrower’s choice of either (i) 1.25 times the Extrapolated Setoff Reserve Amount, or (ii) the Actual Setoff ReserveAmount. For the avoidance of doubt, clause (a) is included in lieu of including accruals in the determination of “payables” whencalculating the Actual Setoff Reserve Amount and the Extrapolated Setoff Reserve Amount.

“PBGC” means the Pension Benefit Guaranty Corporation , or any successor thereto.

“Pension Plan” means a pension plan (as defined in Section 3(2) of ERISA) subject to Title IV of ERISA whichInternational Paper sponsors or maintains, or to which it makes, is making, or is obligated to make contributions, or in the case of amultiple employer plan (as described in Section 4064(a) of ERISA) has made contributions at any time during the immediatelypreceding five plan years.

“Percentage” means, for each Group on any date of determination on which any Loans are outstanding, the ratio of theaggregate amount of such Group’s Group Exposure to the aggregate outstanding amount of the Group Exposure of all Groupsoutstanding on such date.

“Person” means an individual, partnership, corporation (including a business trust), limited liability company, jointstock company, trust, unincorporated association, joint venture or other entity, or a government or any political subdivision or agencythereof.

“Plan” means an employee benefit plan (as defined in Section 3(3) of ERISA) which International Paper or any of itsERISA Affiliates sponsors or maintains or to which International Paper or any of its ERISA Affiliates makes, is making, or is obligated tomake contributions and includes any Pension Plan, other than a Plan maintained outside the United States primarily for the benefit ofPersons who are not U.S. residents.

“Pooled Commercial Paper” means for each of the Pool Funded Conduits the Commercial Paper notes of such PoolFunded Conduit subject to any particular pooling arrangement by such Conduit, but excluding Commercial Paper issued by the PoolFunded Conduits for a tenor and in an amount specifically requested by any Person in connection with any agreement effected by suchPool Funded Conduit.

“Pool Funded Conduits” means Starbird, CAFCO, Gotham, WCM, Liberty Street and Atlantic.

“Pool Receivable” means any Receivable other than (i) a Receivable owing from a Specified Obligor, and (ii) prior tothe Temple-Inland Activation Date, the Temple-Inland Receivables.

“Prescribed Forms” means such duly executed form(s) or statement(s), and in such number of copies, which may,from time to time, be prescribed by law and which, pursuant to applicable provisions of (a) an income tax treaty between the UnitedStates and the country of

Exhibit I - 2560993798_4.DOC

residence of the Indemnified Party providing the form(s) or statement(s), (b) the Tax Code or (c) any applicable rule or regulation underthe Tax Code, required and permitted by law to be provided by the Indemnified Party, as exhibits, to Borrower in order to permitBorrower to make payments hereunder for the account of such Indemnified Party free of deduction or withholding for income orsimilar taxes.

“Prime Rate” means a rate per annum equal to the prime rate of interest announced from time to time by Citibank,N.A. (which is not necessarily the lowest rate charged to any customer), changing when and as said prime rate changes.

“Principal” of any Loan means the original amount advanced to the Borrower by a Lender pursuant to this Agreement, in eachcase reduced from time to time by Collections distributed on account of such Principal pursuant to Article III; provided that if such Principal shallhave been reduced by any distribution and thereafter all or a portion of such distribution is rescinded or must otherwise be returned for any reason,such Principal shall be increased by the amount of such rescinded or returned distribution, as though it had not been made.

“Promissory Notes” means (a) with respect to any Conduit, Commercial Paper and other promissory notes issued bysuch Conduit and (b) with respect to CAFCO, participations sold by CAFCO pursuant to Section 12.1(b); provided that the term“Promissory Notes” shall not include the interests sold by CAFCO to a CAFCO Liquidity Bank or its designee under the CAFCOLiquidity Agreement.

“Ratable Share” means, for each Liquidity Bank in a Group , a percentage equal to the Commitment of such LiquidityBank, divided by such Group’s Group Limit.

“Rating Agency Condition” means that (i) if required, a Conduit has received written notice from S&P and Moody’sthat the closing of this transaction will not result in a withdrawal or downgrade of the then current rating of its Promissory Notes and (ii)if required, each of the Conduits has received written notice from S&P and Moody’s that any material amendment, change or a waiverwill not result in a withdrawal or downgrade of the then current ratings on such Conduit’s Promissory Notes.

“Receivable” has the meaning set forth in the Receivables Sale and Contribution Agreement.

“Receivables Sale and Contribution Agreement” means that certain Receivables Sale and Contribution Agreementdated as of March 13, 2008 by and between the Originator and the Borrower, as the same may be amended, restated or otherwisemodified from time to time in accordance with the terms thereof and hereof.

“Records” means, with respect to any Receivable, all Contracts and other documents, books, records and otherinformation (including, without limitation, computer programs, tapes, disks, punch cards, data processing software and related propertyand rights) relating to such Receivable, any Related Security therefor and the related Obligor.

“Regulatory Change” has the meaning set forth in Section 10.2.

Exhibit I - 2660993798_4.DOC

“Related Security” means, with respect to any Receivable:

(i) all of Borrower’s interest in the inventory and goods (including returned or repossessed inventory or goods), if any,the sale of which by the Originator gave rise to such Receivable, and all insurance contracts with respect thereto,

(ii) all other security interests or liens and property subject thereto from time to time, if any, purporting to securepayment of such Receivable, whether pursuant to the Contract related to such Receivable or otherwise, together with allfinancing statements and security agreements describing any collateral securing such Receivable,

(iii) all guaranties, letters of credit, insurance and other agreements or arrangements of whatever character from timeto time supporting or securing payment of such Receivable whether pursuant to the Contract related to such Receivable orotherwise,

(iv) all service contracts and other contracts and agreements associated with such Receivable,

(v) all Records related to such Receivable,

(vi) all of Borrower’s right, title and interest in, to and under the Receivables Sale and Contribution Agreements inrespect of such Receivable,

(vii) all of Borrower’s right, title and interest in and to the Demand Advances, and

(viii) all proceeds of any of the foregoing.

“Required Notice Period” means, for any Pool Funded Conduit, the number of days required notice set forth belowopposite the applicable prepayment of the outstanding principal balance of such Conduit’s Loans:

Amount of Principal Prepayment Required Notice Periodless than 25% of such Pool Funded Conduit’s GroupLimit

2 Business Days

greater than or equal to25% but less than 50% of such Pool FundedConduit’s Group Limit

5 Business Days

greater than or equal to 50% ofof such Pool Funded Conduit’s Group Limit

10 Business Days

Exhibit I - 2760993798_4.DOC

“Required Reserve” means, on any day during a Calculation Period, the product of (a) the aggregate of (x) the greaterof (i) the Reserve Floor or (ii) the sum of (A) the Loss Reserve and (B) the greater of (1) 7.5% or (2) the Dilution Reserve, (y) theServicing Reserve and (z) the Interest Reserve, times (b) the Net Pool Balance as of the Cut-Off Date immediately preceding suchCalculation Period.

“Reserve Floor” means, for any Calculation Period, the sum (expressed as a percentage) of (a) 15.0%, plus (b) theproduct of the Adjusted Dilution Ratio and the Dilution Horizon Ratio, in each case, as of the immediately preceding Cut-Off Date.

“Restricted Junior Payment” means (i) any dividend or other distribution, direct or indirect, on account of anymembership interest of Borrower now or hereafter outstanding, except a dividend or distribution payable solely in membership interestsof Borrower of the same or a junior class, (ii) any redemption, retirement, sinking fund or similar payment, purchase or other acquisitionfor value, direct or indirect, of any membership interest of Borrower now or hereafter outstanding, (iii) any payment or prepayment ofprincipal of, premium, if any, or interest, fees or other charges on or with respect to, and any redemption, purchase, retirement,defeasance, sinking fund or similar payment and any claim for rescission with respect to the Subordinated Loans (as defined in theReceivables Sale and Contribution Agreement), (iv) any payment made to redeem, purchase, repurchase or retire, or to obtain thesurrender of, any outstanding warrants, options or other rights to acquire membership interest of any class of Borrower now or hereafteroutstanding, and (v) any payment of management fees by Borrower (except for reasonable management fees to International Paper or itsAffiliates in reimbursement of actual management services performed).

“Revolving Period” means the period from and including the date hereof to but excluding (a) in the case of theConduits, the Facility Termination Date, and (b) in the case of the Liquidity Banks, the Commitment Termination Date.

“S&P” means Standard and Poor’s Ratings Services , a division of The McGraw Hill Companies, Inc.

“Scotiabank” has the meaning set forth in the preamble to this Agreement.

“Secured Parties” means each Indemnified Party.

“Servicer” means at any time the Person (which may be the Administrative Agent) then authorized pursuant to ArticleVIII to service, administer and collect Receivables.

“Servicing Fee” means, for each day in a Calculation Period:

(a) an amount equal to (i) the Servicing Fee Rate (or, at any time while International Paper or one of its Affiliates is theServicer, such lesser percentage as may be agreed between Borrower and the Servicer on an arms’ length basis based on then prevailingmarket terms for similar services), times (ii) the aggregate Outstanding Balance of all

Exhibit I - 2860993798_4.DOC

Receivables at the close of business on the Cut-Off Date immediately preceding such Calculation Period, times (iii) 1/360; or

(b) on and after the Servicer’s reasonable request made at any time when International Paper or one of its Affiliates isno longer acting as Servicer hereunder, an alternative amount specified by the successor Servicer not exceeding (i) 110% of suchServicer’s reasonable costs and expenses of performing its obligations under this Agreement during the preceding Calculation Period,divided by (ii) the number of days in the current Calculation Period.

“Servicing Fee Rate” means 1.0% per annum or such higher percentage as may be necessary to cover Cap Gemini-Poland’s actual costs of servicing the Receivables .

“Servicing Reserve” means, for any Calculation Period, the product (expressed as a percentage) of (a) the ServicingFee Rate, times (b) a fraction, the numerator of which is the highest Days Sales Outstanding for the most recent 12 Calculation Periodsmultiplied by 2, and the denominator of which is 360.

“Settlement Date” means (A) each Monthly Settlement Date, (B) the second Business Day after each WeeklyReporting Date, (C) the second Business Day after each Daily Reporting Date, and (D) the last day of the relevant Interest Period inrespect of each Loan funded through a Liquidity Funding.

“Settlement Period” means (A) in respect of each Loan of a Conduit, the immediately preceding Calculation Period(or, during the Weekly Reporting Period, the calendar week then most recently ended (or, during the Weekly Reporting Period that isalso a Daily Reporting Period, the immediately preceding Business Day)) and (B) in respect of each Loan funded through a LiquidityFunding, the entire Interest Period of such Loan (or, during the Weekly Reporting Period, the calendar week then most recently ended)(or, during the Weekly Reporting Period that is also a Daily Reporting Period, the immediately preceding Business Day)).

“Specified Obligor” means any of (a) Office Depot Inc. (b) NE OPCO INC. (formerly known as National Envelope),(c) Cenveo, Inc, (d) Corrugated Supplies Company LLC and its Affiliates, Ruscorr, LLC and CSC-Indiana, LLC, and (e) GeneralMills, Inc. and its consolidated subsidiaries.

“Starbird” has the meaning set forth in the preamble to this Agreement.

“Starbird Agent” has the meaning provided in the preamble of this Agreement.

“Starbird Allocation Limit” has the meaning set forth in Section 1.1(a)(iii).

“Starbird Group” has the meaning set forth in the preamble to this Agreement.

“Starbird Liquidity Agreement” means the Global Liquidity Asset Purchase Agreement dated as of November 15,2000 among Starbird, the Liquidity Banks from time to

Exhibit I - 2960993798_4.DOC

time party thereto, the Starbird Agent, and BNP Paribas, as administrator, as supplemented by Supplement No. 44 to the Global LiquidityAsset Purchase Agreement dated as of November 17, 2004 among Starbird, the Liquidity Banks from time to time party thereto, theStarbird Agent, and BNP Paribas, as administrator, as the same may be amended, restated, supplemented, replaced or otherwise modifiedfrom time to time.

“Starbird Liquidity Bank” means any Liquidity Bank that enters into this Agreement and the Starbird LiquidityAgreement.

“Stated Percentage” means, for each Group on any date of determination, the ratio of such Group’s Group Limit to theAggregate Commitment (or, if the Commitments have been terminated, the ratio of such Group’s Group Limit to the AggregateCommitment immediately prior to such termination).

“Subsidiary” of a Person means (i) any corporation more than 50% of the outstanding securities having ordinary votingpower of which shall at the time be owned or controlled, directly or indirectly, by such Person or by one or more of its Subsidiaries or bysuch Person and one or more of its Subsidiaries, or (ii) any partnership, association, limited liability company, joint venture or similarbusiness organization more than 50% of the ownership interests having ordinary voting power of which shall at the time be so owned orcontrolled.

“Suspense Account” means any Receivable other than a Defaulted Receivable, (i) as to which the Obligor thereof hassuffered an Event of Bankruptcy, (ii) which, consistent with the Credit and Collection Policy, would be written off Borrower’s books asuncollectible, or (iii) which the Originator tracks separately from other Receivables.

“Tax” or “Taxes” means all license and registration fees and all income, gross receipts, rental, franchise, excise,occupational, capital, value added, sales, use, ad valorem (real and personal), property (real and personal) and excise taxes, fees, levies,imposts, charges or withholdings of any nature whatsoever, together with any assessments, penalties, fines, additions to tax and interestthereon, by any federal, state or local government or taxing authority in the United States or by any foreign government, foreigngovernmental subdivision or other foreign or international taxing authority.

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

“Temple-Inland Activation Date” means the date set forth in the Temple-Inland Activation Notice as the “Temple-Inland Activation Date” following which date the Temple-Inland Receivables will no longer be excluded from the covenants andprovisions of this Agreement which operate to exclude Temple-Inland Receivables prior to such Temple-Inland Activation Date.

“Temple-Inland Activation Notice” means a written notice from the Servicer to the Borrower and the AdministrativeAgent setting forth the Temple-Inland Activation Date and certifying that (a) all Temple-Inland Receivables generated after such datewill be included in the

Exhibit I - 3060993798_4.DOC

SAP accounting system applicable to all other Receivables and (b) the Obligors of the Temple-Inland Receivables have been instructedto make all payments thereon directly to a Lock Box or a Collection Account.

“Temple-Inland Receivables” means those Receivables originated by International Paper using the assets leased by, ortransferred to, it pursuant to (i) the Master Lease Agreement, dated as of December 31, 2012 and effective as of January 1, 2013,between TIN Inc., a Delaware corporation, and International Paper and (ii) the Assignment, Sale and Off-Set Agreement, dated as ofDecember 31, 2012 and effective as of January 1, 2013, between TIN Inc., a Delaware corporation, and International Paper.

“Termination Date” has the meaning set forth in the Receivables Sale and Contribution Agreement.

“Top 30 Obligors” means, on any date of determination, the 30 Obligors with the highest aggregate amount ofReceivables (other than Suspense Accounts) generated during the one (1) month ending on or prior to the date of computation.

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

“Transaction Documents” means, collectively, this Agreement, each Borrowing Request, the Receivables Sale andContribution Agreement, each Collection Account Agreement, the Fee Letters, the Subordinated Note (as defined in the ReceivablesSale and Contribution Agreement), the Liquidity Agreements and all other instruments, documents and agreements executed anddelivered in connection herewith.

“UCC” means the Uniform Commercial Code as from time to time in effect in the specified jurisdiction.

“Unmatured Amortization Event” means an event which, with the passage of time or the giving of notice, or both,would constitute an Amortization Event.

“Volume Rebate” means a rebate or refund as described in Section 3.4(a)(iii).

“Volume Rebate Reserve” means, at any time, such balance of all reserve accounts that any Loan Party establishes forVolume Rebates earned by all Obligors.

“WCM” has the meaning set forth in the preamble to this Agreement.

Exhibit I - 3160993798_4.DOC

“WCM Agent” has the meaning set forth in the preamble to this Agreement.

“WCM Allocation Limit” has the meaning set forth in Section 1.1(a)(vi).

“WCM Group” has the meaning set forth in the preamble to this Agreement.

“WCM Liquidity Agreement” means, collectively, any liquidity agreement pursuant to which any of the WCMLiquidity Banks provides liquidity to WCM and any related asset purchase agreement, as each may be amended, restated, supplemented,replaced or otherwise modified from time to time.

“WCM Liquidity Bank” means Mizuho and any other Liquidity Bank that now or hereafter enters into this Agreementand a WCM Liquidity Agreement.

“Weekly Report” means a report, in substantially the form of Exhibit VIII hereto (appropriately completed), furnishedby the Servicer to the Administrative Agent pursuant to Section 8.5 (it being understood and agreed that such Weekly Report shall, priorto the Temple-Inland Activation Date, not include references to the Temple-Inland Receivables).

“Weekly Reporting Date” means Wednesday of each week during the Weekly Reporting Period (or if any such day isnot a Business Day, the next succeeding Business Day thereafter).

“Weekly Reporting Period” means the period beginning on the first week after the current published rating by S&P orMoody’s of International Paper’s long-term senior unsecured non-credit-enhanced debt is less than BBB- from S&P or is less than Baa3from Moody’s.

“xpedx” means the distribution business of International Paper.

“xpedx Top 30 Payable Percentage” means the ratio (expressed as a percentage) of (a) the aggregate amount ofpayables as to each individual Obligor, not to exceed such Obligor’s Receivable Outstanding Balance owing to the Top 30 Obligors ofxpedx during the one month ending on or prior to the date of computation, to (b) the aggregate Outstanding Balance of all Receivables(other than Suspense Accounts) owing from the Top 30 Obligors of xpedx as of the last day of such month.

All accounting terms not specifically defined herein shall be construed in accordance with GAAP. All termsused in Article 9 of the UCC in the State of New York, and not specifically defined herein, are used herein as defined in suchArticle 9.

For the avoidance of doubt, “during the continuance of an Amortization Event” means that an AmortizationEvent has occurred and has not been waived.

Exhibit I - 3260993798_4.DOC

EXHIBIT II

FORM OF BORROWING REQUEST

---

RED BIRD RECEIVABLES, LLC BORROWING REQUEST

For Borrowing on __________________

The Bank of Tokyo-Mitsubishi UFJ, Ltd., New York Branch, as Gotham Agent1251 Avenue of the AmericasNew York, New York 10020-1104Attn: Securitization Group, Fax No. (212) 782-6448

BNP Paribas, acting through its New York Branch, as Starbird Agent787 Seventh Avenue, 8th FloorNew York, New York 10019Attention: Linda Ruivivar, Fax No. (212) 841-2992

Credit Agricole Corporate and Investment Bank, as Atlantic Agentc/o Credit Agricole Corporate and Investment Bank1301 Avenue of the AmericasNew York, NY 10019Attention: Amit Patel, Fax No.: (917) 849-5584

Mizuho Corporate Bank, Ltd., as WCM Agent Americas Financial Products Division Securitization & Structured Finance 1251 Avenue of the Americas, 32nd Floor New York, NY 10020Attention: David Krafchik, Fax No. (212) 282-4105

The Bank of Nova Scotia, as Liberty Street Agent 1 Liberty Plaza, 24th FloorNew York, NY 10006Attention: Vilma Pindling, Fax No. (212) 225-6465

Citibank, N.A., as CAFCO Agent750 Washington BoulevardStamford, CT 06901Attention: Loretta Lachman, Fax No. (914) 274-9027

and

Bank of America, N.A., as BOA Agent214 North Tryon Street, 15th Floor NC1-027-15-01

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Charlotte, North Carolina 28255 Attention: Securitization Finance Group / Nina Austin, Fax No. (704) 388-9169

Ladies and Gentlemen:

Reference is made to the Second Amended and Restated Credit and Security Agreement dated as of March 13, 2008 (as amended,supplemented or otherwise modified from time to time, the “ Credit Agreement”) among Red Bird Receivables, LLC (the “ Borrower”),International Paper Company, as Servicer, the Conduits, Liquidity Banks and Co-Agents, from time to time party thereto, and Citicorp NorthAmerica, Inc., as Administrative Agent. Capitalized terms defined in the Credit Agreement are used herein with the same meanings.

1. The Borrower hereby certifies, represents and warrants to the Agents and the Lenders that on and as of the Borrowing Date (ashereinafter defined):

(a) all applicable conditions precedent set forth in Article V of the Credit Agreement have been satisfied;

(b) each of its representations and warranties contained in Section 6.1 of the Credit Agreement will be true and correct, in allmaterial respects, as if made on and as of the Borrowing Date;

(c) no event will have occurred and is continuing, or would result from the requested Advance, that constitutes an AmortizationEvent or Unmatured Amortization Event;

(d) the Termination Date has not occurred; and

(e) after giving effect to the Loans comprising the Advance requested below, the aggregate principal amount of the GothamGroup’s Loans at any one time outstanding will not exceed the Gotham Allocation Limit, the aggregate principal amount of the Starbird Group’sLoans at any one time outstanding will not exceed the Starbird Allocation Limit, the aggregate principal amount of the Atlantic Group’s Loans at anyone time outstanding will not exceed the Atlantic Allocation Limit, the aggregate principal amount of the WCM Group’s Loans at any one timeoutstanding will not exceed the WCM Allocation Limit, the aggregate principal amount of the Liberty Street Group’s Loans at any one timeoutstanding will not exceed the Liberty Street Allocation Limit, the aggregate principal amount of the CAFCO Group’s Loans at any one timeoutstanding will not exceed the CAFCO Allocation Limit, and the aggregate principal amount of the BOA Group’s Loans at any one time outstandingwill not exceed the BOA Allocation Limit.

2. The Borrower hereby requests that the Conduits in each Group (or their respective Liquidity Banks) or, if such Group does not include aConduit, the Liquidity Banks for such Group, make an Advance on ___________, _____ (the “ Borrowing Date”) as follows:

(a) Aggregate Amount of Advance: $_____________ calculated as:

Rollover Amount: _________________Reduction Amount: _________________New Loan Amount: _________________Total Advance: _________________

1. Gotham Group’s Share of Advance: $___________

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2. Starbird Group’s Share of Advance: $___________

3. CAFCO Group’s Share of Advance: $___________

4. Atlantic Group’s Share of Advance: $___________

5. WCM Group’s Share of Advance: $___________

6. Liberty Street Group’s Share of Advance: $___________

7. BOA Group’s Share of Advance: $___________

(b) Interest Rate Requested: CP Rate for all Groups other than the BOA Group; LIBOR for the BOA Group.

3. Please disburse the proceeds of the Loans as follows:

(i) Gotham Group: [Wire transfer $________ to account no. ________ at ___________ Bank, in [city,state], ABA No. __________, Reference: ________];

(ii) Starbird Group: [Wire transfer $________ to account no. ________ at ___________ Bank, in [city,state], ABA No. __________, Reference: ________];

(iii) CAFCO Group: [Wire transfer $________ to account no. ________ at ___________ Bank, in [city,state], ABA No. __________, Reference: ________];

(iv) Atlantic Group: [Wire transfer $________ to account no. ________ at ___________ Bank, in [city,state], ABA No. __________, Reference: ________];

(v) WCM Group: [Wire transfer $________ to account no. ________ at ___________ Bank, in [city, state],ABA No. __________, Reference: ________];

(vi) Liberty Street Group: [Wire transfer $________ to account no. ________ at ___________ Bank, in[city, state], ABA No. __________, Reference: ________]; and

(vii) BOA Group: [Wire transfer $________ to account no. ________ at ___________ Bank, in [city, state],ABA No. __________, Reference: ________].

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IN WITNESS WHEREOF, the Borrower has caused this Borrowing Request to be executed and delivered as of this ____ day of___________, _____.

RED BIRD RECEIVABLES, LLC, AS BORROWER

By: __________________________Name:Title:

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EXHIBIT III

CHIEF EXECUTIVE OFFICES OF THE LOAN PARTIES; LOCATIONS OF RECORDS; FEDERALEMPLOYER IDENTIFICATION NUMBERS;

ORGANIZATIONAL IDENTIFICATION NUMBERS

International Paper Company

Principal Places of Business: 6400 Poplar Avenue, Memphis, TN 38197

Locations of Records: 6400 Poplar Avenue, Memphis, TN 38197

Red Bird Receivables, LLC

Principal Places of Business: 6400 Poplar Avenue, Memphis, TN 38197

Locations of Records: 6400 Poplar Avenue, Memphis, TN 38197

Federal EmployerIdentification Numberof Red Bird Receivables, LLC: 26-2180174

Legal, Trade and Assumed Namesof Red Bird Receivables, LLC: Red Bird Receivables, LLC

(f/k/a Red Bird Receivables, Inc.)

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EXHIBIT IV

NAMES OF COLLECTION BANKS; LOCK BOXES & COLLECTION ACCOUNTS

Lock boxes; Collection Accounts; Collection BanksDOMESTIC

Collection Bank Account Lockbox Notes Lockbox Site JPMorgan 1 Chase Manhattan Plaza New York, NY 10081

361046451 N/A Domestic EFT Receivables

PNC Bank 2 Tower Center Boulevard East Brunswick, NJ 08816

10143141521019837518

676565 644095 910780 771689 532629773568644520677319911382

Domestic Receivables


Dallas Pittsburgh LA Chicago AtlantaChicagoPittsburghDallasPasadena

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EXHIBIT V

FORM OF COMPLIANCE CERTIFICATE

To: The Bank of Tokyo-Mitsubishi UFJ, Ltd., New York Branch, as Gotham Agent BNP Paribas, acting through its New York branch, as Starbird Agent Credit Agricole Corporate and Investment Bank, as Atlantic Agent Mizuho Corporate Bank, Ltd., as WCM Agent The Bank of Nova Scotia, as Liberty Street Agent Citibank, N.A., as CAFCO Agent Bank of America, N.A., as BOA Agent Citicorp North America, Inc., as Administrative Agent

This Compliance Certificate is furnished pursuant to that certain Second Amended and Restated Credit and Security Agreement dated as ofMarch 13, 2008 among Red Bird Receivables, LLC (the “ Borrower”), International Paper Company, as Servicer, the Conduits, Liquidity Banksand Co-Agents from time to time party thereto, and Citicorp North America, Inc., as Administrative Agent (as amended, restated or otherwisemodified from time to time, the “Agreement”). Capitalized terms used and not otherwise defined herein are used with the meanings attributed theretoin the Agreement.

THE UNDERSIGNED HEREBY CERTIFIES THAT:

1. I am the duly elected _________________ of Borrower.

2. I have reviewed the terms of the Agreement and I have made, or have caused to be made under my supervision, a detailed review of thetransactions and conditions of Borrower and its Subsidiaries during the accounting period covered by the attached financial statements.

3. The examinations described in paragraph 2 did not disclose, and I have no knowledge of, the existence of any condition or event whichconstitutes an Amortization Event or Unmatured Amortization Event, as each such term is defined under the Agreement, during or at the end of theaccounting period covered by the attached financial statements or as of the date of this Certificate[, except as set forth in paragraph 4 below].

[4. Described below are the exceptions, if any, to paragraph 3 by listing, in detail, the nature of the condition or event, the period duringwhich it has existed and the action which Borrower has taken, is taking, or proposes to take with respect to each such condition or event:____________________]

The foregoing certifications and the financial statements delivered with this Certificate in support hereof, are made and delivered as of______________, 20__.

By: ___________________________Name:Title:

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EXHIBIT VI

FORM OF MONTHLY REPORT

[attached]

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EXHIBIT VII

FORM OF PARTIAL RELEASE AND SALE DOCUMENTS ---

ADMINISTRATIVE AGENT’S RELEASE OF CERTAIN RECEIVABLE ASSETS

FOR GOOD AND VALUABLE CONSIDERATION, the receipt and sufficiency of which are herebyacknowledged, the Administrative Agent (hereinafter defined) under that certain Second Amended and Restated Credit and SecurityAgreement, dated as of March 13, 2008, as amended (the “CSA”), by and among (a) RED BIRD RECEIVABLES, LLC, a Delawarelimited liability company (“Borrower”), (b) INTERNATIONAL PAPER COMPANY, a New York corporation (“International Paper”), as Servicer, (c) THE CONDUITS, LIQUIDITY BANKS AND CO-AGENTS FROM TIME TO TIME PARTY THERETO and(d) CITICORP NORTH AMERICA, INC., as Administrative Agent (in such capacity, together with its successors in such capacity, the“Administrative Agent” does hereby irrevocably release all right, title and interest in and to, and liens and security interests upon, thefollowing personal property:

All existing and future Receivables as to which ___________ (or one of its Affiliates) is the Obligor, the Related Securityassociated directly with such Receivables (except to the extent such Related Security includes Records related to otherReceivables), and all Collections on and other proceeds of the foregoing (collectively, the “Specified Receivables”).

Capitalized terms used herein are used with the meanings attributed thereto in the CSA.

Further, notwithstanding any provision of the CSA to the contrary, the Administrative Agent, on behalf of the Agentsand the Lenders, hereby consents to (a) the sale by the Borrower of any Specified Receivables owned by the Borrower to InternationalPaper for an aggregate sum of $__________, and (b) the sale by International Paper to __________________ ( “Purchaser”), for anaggregate sum of $________.

This release is executed by the Administrative Agent on behalf of the Agents and the Lenders party to the CSA,without representation or warranty of any kind, express or implied, except that the Administrative Agent has not granted any right, titleor interest in, or lien upon, the Specified Receivables to any other Person.

IN WITNESS WHEREOF, the undersigned has executed this instrument as of _____________, 200_.

CITICORP NORTH AMERICA, INC., AS ADMINISTRATIVE AGENT

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By: _______________________________________ Title:

Attachment: Exhibit A

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SALE OF CERTAIN RECEIVABLE ASSETS

IN CONSIDERATION OF THE PAYMENT OF $_________, the receipt and sufficiency of which are herebyacknowledged, RED BIRD RECEIVABLES, LLC, a Delaware limited liability company (“Red Bird”), hereby sells, assigns,transfers and conveys, to INTERNATIONAL PAPER COMPANY, a New York corporation (“International Paper”), all right, titleand interest in and to the trade accounts receivable as to which _______________ (or one of its Affiliates) is the account debtor that islisted on Exhibit A attached hereto and made a part hereof, together with all records related thereto and all proceeds of the foregoing(collectively, the “Specified Receivables”), without representation or warranty of any kind, express or implied.

It is Red Bird’s intention that the conveyance of the Specified Receivables made hereunder shall constitute a true sale,which sale is absolute and irrevocable and provides International Paper with the full benefits of ownership of the Specified Receivables.

IN WITNESS WHEREOF, Red Bird has caused this instrument to be duly executed and delivered on_____________, 20__.


By: Name:

Title:

Agreed to and accepted:

INTERNATIONAL PAPER COMPANY

By: Name:Title:

Attachment: Exhibit A

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EXHIBIT VIII

FORM OF WEEKLY REPORT

SEE ATTACHED.

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EXHIBIT IX

FORM OF DAILY REPORT

SEE ATTACHED.

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SCHEDULE A

COMMITMENTS

COMMITTED LENDER COMMITMENTGotham Liquidity Banks 130,000,000Starbird Liquidity Banks 140,000,000CAFCO Liquidity Banks 160,000,000Atlantic Liquidity Banks 140,000,000WCM Liquidity Banks 180,000,000

Liberty Street Liquidity Banks 130,000,000BOA Liquidity Banks 120,000,000

TOTAL 1,000,000,000

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SCHEDULE B

DOCUMENTS TO BE DELIVERED TO THE ADMINISTRATIVE AGENT

ON OR PRIOR TO THE DATE OF THIS AGREEMENT

1. Amendment No. 4 to Amended and Restated Credit and Security Agreement dated as of March 13, 2008, duly executed by each ofthe parties thereto.

2. Receivables Sale and Contribution Agreement dated as of March 13, 2008 (the “Receivables Sale and Contribution Agreement” )by and between International Paper Company ( “IPCO”) and Red Bird Receivables, LLC (“SPV” and, together with IPCO, the“Loan Parties”), duly executed by the parties thereto.

3. Copy of the Credit and Collection Policy.

4. Subordinated Note, executed by SPV in favor of IPCO.

5. Second Amended and Restated Credit and Security Agreement, duly executed by each of the parties thereto.

6. Executed [New/Amendments to/Amendments and Restatements of] Collection Account Agreements for each [new] Lock Box andCollection Account.

7. Amended and Restated CAFCO Fee Letter.

8. Certified Articles of Incorporation for IPCO from the State of New York.

9. Certificate of Conversion and Certificate of Formation for SPV from the State of Delaware.

10. Good standing certificates (a) for IPCO, from the States of New York and Tennessee, and (b) post-closing, for SPV from the Stateof Delaware.

11. A certificate of each Loan Party’s [Assistant] Secretary certifying:

(a) A copy of the Resolutions of the Board of Directors (or comparable body) of such Loan Party, authorizing itsexecution, delivery and performance of the Transaction Documents to which it is a party;

(b) A copy of the Organizational Documents of such Loan Party (also certified, to the extent that such documents arefiled with any governmental authority, by the Secretary of State of the jurisdiction of organization of such Loan Party on orwithin thirty (30) days prior to closing);

(c) Good Standing Certificates for such Loan Party issued by the Secretaries of State of its state of organization and, ifrequired, the jurisdiction where it maintains its chief executive office; and

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(d) The names and signatures of the officers authorized on its behalf to execute the Transaction Documents to whichit is a party.

12. A Certificate of IPCO’s financial officer certifying that, as of the closing date, no Termination Event or Unmatured TerminationEvent exists and is continuing under the Receivables Sale and Contribution Agreement.

13. A Compliance Certificate in the form of Exhibit V to the Second Amended and Restated Credit and Security Agreement, dulyexecuted by the SPV.

14. A Monthly Report as at January 31, 2008.

15. Pre-filing state and federal tax lien, judgment lien and UCC lien searches against IPCO from the State of New York and state andfederal tax and judgment lien searches against IPCO in the relevant filing offices in the State of Tennessee. Pre-filing state andfederal tax lien, judgment lien and UCC lien searches against SPV from the State of Delaware.

16. UCC-1 naming IPCO as debtor/seller, the Administrative Agent as total assignee of secured party/buyer, and SPV, asassignor/original secured party/buyer, reasonably describing the Receivables and Related Security being conveyed under theReceivables Sale and Contribution Agreement, in form suitable for filing in New York.

17. “All assets” UCC-1 naming SPV as debtor, and the Administrative Agent as secured party, in form suitable for filing in Delaware.

18. UCC termination statements, if any, necessary to release all security interests and other rights of any Person in the Receivables,Contracts or Related Security previously granted by IPCO or SPV in favor of anyone other than the Administrative Agent.

19. A “true sale” opinion and a “substantive consolidation” opinion of counsel for IPCO with respect to the transactionscontemplated by the Receivables Contribution and Sale Agreement.

20. A favorable opinion of legal counsel for the Loan Parties licensed to give opinions under New York law reasonably acceptable to theAdministrative Agent as to the following:

(a) IPCO is a corporation validly existing, and in good standing under the laws of the state of New York. SPV is alimited liability company validly existing, and in good standing under the laws of the state of Delaware.

(b) Each of the Loan Parties has all requisite authority to conduct its business in each jurisdiction where failure to be soqualified would have a material adverse effect on such Loan Party’s business.

(c) The execution and delivery by such Loan Party of the Transaction Document to which it is a party and itsperformance of its obligations thereunder

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have been duly authorized by all necessary organizational action and proceedings on the part of such Loan Party and will not:

(i) require any action by or in respect of, or filing with, any governmental body, agency or official (other than thefiling of UCC financing statements);

(ii) contravene, or constitute a default under, any provision of applicable law or regulation or of its OrganizationalDocuments or of any material agreement, judgment, injunction, order, decree or other instrument binding upon such LoanParty; or

(iii) result in the creation or imposition of any Adverse Claim on assets of such Loan Party or any of its Subsidiaries(except as contemplated by the Transaction Documents).

(d) Each of the Transaction Documents to which such Loan Party is a party has been duly executed and delivered bysuch Loan Party and constitutes the legally valid, and binding obligation of such Loan Party enforceable in accordance with itsterms, except to the extent the enforcement thereof may be limited by bankruptcy, insolvency or similar laws affecting theenforcement of creditors’ rights generally and subject also to the availability of equitable remedies if equitable remedies aresought.

(e) In the event that the Receivables Sale and Contribution Agreement is held to create a transfer for securitypurposes rather than a true sale or other outright assignment, the provisions of the Receivables Sale and ContributionAgreement are effective to create valid security interests in favor of SPV in all of IPCO’s right, title and interest in and to theReceivables and Related Security described therein which constitute “accounts,” “chattel paper” or “general intangibles” (eachas defined in the UCC) (collectively, the “Opinion Collateral”), as security for the payment of a loan deemed to have beenmade by SPV to IPCO in an amount equal to the Purchase Price (as defined therein) of the Receivables (as defined therein),together with all other obligations of SPV thereunder. The provisions of the Second Amended and Restated Credit and SecurityAgreement are effective to create valid security interests in favor of the Administrative Agent in all of SPV’s right, title andinterest in and to the Opinion Collateral to secure payment of the Obligations.

(f) Each of the UCC-1 Financing Statement naming either of the Loan Parties as debtor, and the AdministrativeAgent, as secured party or total assignee of secured party/buyer is in appropriate form for filing in the filing office noted on theface thereof. Upon filing of such UCC-1 Financing Statements in such filing offices and payment of the required filing fees, thesecurity interests of or assigned to the Administrative Agent in the Opinion Collateral will be perfected.

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(g) Based solely on our review of the [describe UCC Search Reports], and assuming (i) the filing of the FinancingStatements and payment of the required filing fees in accordance with paragraph (f) and (ii) the absence of any interveningfilings between the date and time of the Search Reports and the date and time of the filing of the Financing Statements, thesecurity interests of the Administrative Agent in the Opinion Collateral are prior to any security interest granted in the OpinionCollateral (x) by IPCO, the priority of which is determined solely by the filing of a financing statement in the office of theSecretary of State of the State of New York, and (y) by SPV, the priority of which is determined solely by the filing of afinancing statement in the office of the Secretary of State of the State of Delaware.

(h) Such Loan Party is not an “investment company” as such term is defined in the Investment Company Act of 1940,as amended.

21. Executed copies of (i) all consents from and authorizations by any Persons and (ii) all waivers and amendments to existing creditfacilities, that are necessary in connection with the Transaction Documents, if any.

22. Amended and Restated Letter Agreement by and between the Agents and Cap Gemini Ernst & Young Polska Sp. Z.o.o.

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Exhibit 10.2

AMENDMENT #4 TO RECEIVABLES SALE AND CONTRIBUTION AGREEMENT

THIS AMENDMENT #4 TO RECEIVABLES SALE AND CONTRIBUTION AGREEMENT (this “Amendment”) is enteredinto as of January 9, 2013 by and between INTERNATIONAL PAPER COMPANY, a New York corporation (“IPCO”), and RED BIRDRECEIVABLES, LLC, a Delaware limited liability company formerly known as Red Bird Receivables, Inc. ( “Buyer”), and pertains to theReceivables Sale and Contribution Agreement between IPCO and Buyer dated as of March 13, 2008, as heretofore amended (the “Agreement”).Capitalized terms used and not otherwise defined herein are used with the meanings attributed thereto in the Agreement.

W I T N E S S E T H :

WHEREAS, the parties wish to modify the Agreement as set forth herein;

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

1. Amendment. Effective as of the date hereof, the Agreement is amended as follows:

1.1. The definition of “Receivable” in Exhibit I to the Agreement is amended and restated in its entirety to read as follows:

“Receivable” means all indebtedness and other obligations owed to IPCO (at the time it arises, and before giving effect to anytransfer or conveyance under this Agreement) or Buyer (after giving effect to the transfers under this Agreement) or in which IPCOor Buyer has a security interest or other interest, including, without limitation, any indebtedness, obligation or interest constituting anaccount, chattel paper, instrument or general intangible, to the extent arising in connection with the domestic sale of goods or therendering of services by one of IPCO’s businesses listed on Schedule B attached hereto (which Schedule B may be amended,modified or supplemented from time to time) and further includes, without limitation, the obligation to pay any Finance Chargeswith respect thereto; provided, however, that “Receivable” shall not include (i) any such indebtedness or other obligationsarising on or after January 9, 2013 and due from General Mills, Inc. or any of its consolidated subsidiaries, (ii) any suchindebtedness or other obligations originated by any entity other than IPCO and assigned to IPCO following such origination, and (iii)any such indebtedness or other obligations originated by IPCO and due from any Obligor where such Obligor has been instructed topay such indebtedness or other obligation to a postal box or bank account that is not a Lock Box or a Collection Account.Indebtedness and other rights and obligations arising from any one transaction, including, without limitation, indebtedness and otherrights and obligations represented by an individual invoice, shall constitute a Receivable separate from a Receivable consisting ofthe indebtedness and other rights and obligations arising from any other transaction; provided, further, that any indebtedness,rights or obligations referred to in the immediately preceding sentence shall be a Receivable regardless of whether the account debtoror IPCO treats such indebtedness, rights or obligations as a separate payment obligation.

1.2. Exhibit III to the Agreement is deleted and replaced with Exhibit III hereto.

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1.3. Schedule B to the Agreement is deleted and replaced with Schedule B hereto.

2. Representations; Covenants.

2.1. IPCO represents and warrants to the other parties hereto that it has duly authorized, executed and delivered this Amendment and thatthis Amendment constitutes, a legal, valid and binding obligation of IPCO, enforceable in accordance with its terms (except as enforceability may belimited by applicable bankruptcy, insolvency, or similar laws affecting the enforcement of creditors’ rights generally or by equitable principles relatingto enforceability).

2.2. IPCO represents and warrants to the other parties hereto that, after giving effect to this Amendment, each of its representations andwarranties set forth in Section 2.1 of the Agreement is true and correct as of the date hereof.

2.3. IPCO covenants and agrees that immediately following the effectiveness of this Amendment it will:

(a) notify General Mills, Inc. to cease making any payment with respect to indebtedness or other obligations of General Mills, Inc.or any of its consolidated subsidiaries owed to IPCO arising on or after January 9, 2013 to any Lock Box or Collection Account; and

(b) direct General Mills, Inc. to make all future payments with respect to indebtedness or other obligations of General Mills, Inc.or any of its consolidated subsidiaries owed to IPCO arising on or after January 9, 2013 to an account that is not a Lock Box or a CollectionAccount.

2.4. IPCO represents and warrants to the other parties hereto that, pursuant to (i) a Master Lease Agreement, dated as of December 31,2012 and effective as of January 1, 2013 (as the same may be amended from time to time, the “ Temple-Inland Lease Agreement”), between TINInc., a Delaware corporation (“TIN”) and IPCO and (ii) an Assignment, Sale and Off-Set Agreement between TIN and IPCO, dated as of December31, 2012 and effective as of January 1, 2013 (as the same may be amended from time to time, the “ Temple-Inland Assignment Agreement”),TIN has leased or otherwise transferred to IPCO certain assets used primarily in, or generated by, the manufacture, production and sale of corrugatedpackaging (such assets, as further defined in the Temple-Inland Lease Agreement as the “Leased Facilities and Properties” and as further defined inthe Temple-Inland Assignment Agreement as the “Purchased Assets”, collectively, the “Temple-Inland Assets”). As of the date hereof, theTemple-Inland Assets are operated or used by IPCO’s Industrial Packaging business.

3. Conditions Precedent. This Amendment shall become effective as of the date hereof upon the Administrative Agent’s receipt of acounterpart hereof duly executed by each of the parties hereto and consented to by the Administrative Agent.

4. Miscellaneous.

4.1. Except as expressly amended hereby, the Agreement shall remain unaltered and in full force and effect, and each of the parties heretoratifies and confirms each of the Transaction Documents to which it is a party.

4.2. THIS AMENDMENT SHALL BE GOVERNED AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THESTATE OF NEW YORK, WITHOUT REGARD TO THE PRINCIPLES OF

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CONFLICTS OF LAWS THEREOF OTHER THAN SECTION 5 ‑1401 OF THE GENERAL OBLIGATIONS LAW.

4.3. This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each ofwhich when so executed shall be deemed to be an original and all of which when taken together shall constitute one and the same amendment. Deliveryof an executed counterpart of a signature page to this Amendment by facsimile or by electronic mail in portable document format (pdf) shall beeffective as delivery of a manually executed counterpart of this Amendment.

<Signature pages follow>

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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed and delivered by their duly authorized officersas of the date hereof.

INTERNATIONAL PAPER COMPANY

By: /s/ Errol A. Harris Name: Errol A. Harris Title: Vice President and Treasurer


By: /s/ Phillip M. Sisneros Name: Phillip M. Sisneros Title: President

By its signature below, the undersigned hereby consents to the foregoing Amendment pursuant to Section 7.1(i)(xiv) of theCredit and Security Agreement:



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EXHIBIT III

Lock boxes; Collection Accounts; Collection BanksDOMESTIC

Collection Bank Account Lockbox Notes Lockbox Site

JPMorgan 1 Chase Manhattan Plaza New York, NY 10081

361046451 N/A Domestic EFTReceivables

N/A

PNC Bank

2 Tower Center Boulevard East Brunswick, NJ 08816

10143141521019837518

676565 644095 910780 771689 532629

773568644520677319911382



Dallas Pittsburgh

LA Chicago Atlanta

ChicagoPittsburgh

DallasPasadena

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SCHEDULE B

Receivables created by domestic sales of the following businesses:

• U.S. Printing Papers• Consumer Packaging• Industrial Packaging• xpedx• U.S. Pulp

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Exhibit 11

INTERNATIONAL PAPER COMPANYSTATEMENT OF COMPUTATION OF PER SHARE EARNINGS (1)

(Unaudited)(In millions, except per share amounts)

Three Months Ended

March 31,

2013 2012Earnings (loss) from continuing operations $ 292 $ 183Discontinued operations 26 5Net earnings (loss) 318 188Effect of dilutive securities — —Net earnings - assuming dilution $ 318 $ 188Average common shares outstanding 441.5 434.1Effect of dilutive securities

Restricted stock performance share plan 4.3 4.5Stock options 0.3 —

Average common shares outstanding - assuming dilution 446.1 438.6Earnings (loss) per common share from continuing operations $ 0.66 $ 0.42Discontinued operations 0.06 0.01Net earnings (loss) per common share $ 0.72 $ 0.43Earnings (loss) per common share from continuing operations - assuming dilution $ 0.65 $ 0.42Discontinued operations 0.06 0.01Net earnings (loss) per common share - assuming dilution $ 0.71 $ 0.43

Note: If an amount does not appear in the above table, the security was antidilutive for the periods presented.

(1) Attributable to International Paper Company common shareholders.

Exhibit 12INTERNATIONAL PAPER COMPANY

COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGESAND PREFERRED STOCK DIVIDENDS

(Dollar amounts in millions)

For the Years Ended December 31, Three Months Ended

March 31, TITLE 2008 2009 2010 2011 2012 2012 2013 (A) Earnings (loss) from continuing operations before income taxes

and equity earnings $ (1,153.0) $ 1,199.0 $ 822.0 $ 1,458.0 $ 1,024.0 $ 213.0 $ 230.0 (B) Noncontrolling interests, net of taxes (3.0) (18.0) (21.0) (14.0) (5.0) (4.0) 3.0 (C) Fixed charges excluding capitalized interest 648.2 780.6 718.8 680.7 797.4 207.6 200.0 (D) Amortization of previously capitalized interest 30.0 31.3 30.4 29.2 24.2 6.0 5.7 (F) Distributed income of equity investees 73.0 51.0 33.0 85.6 — — — (G) Earnings (loss) from continuing operations before income taxes

and fixed charges $ (404.8) $ 2,043.9 $ 1,583.2 $ 2,239.5 $ 1,840.6 $ 422.6 $ 438.7 Fixed Charges (H) Interest and amortization of debt expense $ 572.5 $ 702.3 $ 643.4 $ 602.0 $ 714.7 $ 183.4 $ 176.0 (I) Interest factor attributable to rentals 65.8 72.0 69.9 73.3 77.0 22.7 22.9 (J) Preferred dividends of subsidiaries 9.9 6.3 5.5 5.4 5.7 1.5 1.1 (K) Capitalized interest 27.5 12.1 14.0 21.6 36.6 6.1 4.0 (L) Total fixed charges $ 675.7 $ 792.7 $ 732.8 $ 702.3 $ 834.0 $ 213.7 $ 204.0 (M) Ratio of earnings to fixed charges 2.58 2.16 3.19 2.21 1.98 2.15 (N) Deficiency in earnings necessary to cover fixed charges $ (1,080.5)

NOTE: Dividends on International Paper's preferred stock are insignificant. As a result, for all periods presented, the ratios of earnings to fixed charges and preferred stock dividendsare the same as the ratios of earnings to fixed charges.

Exhibit 31.1

CERTIFICATION

I, John V. Faraci, certify that:

1. I have reviewed this quarterly report on Form 10-Q of International Paper Company;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make thestatements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by thisreport;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects thefinancial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined inExchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under oursupervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us byothers within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under oursupervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements forexternal purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about theeffectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s mostrecent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likelyto materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to theregistrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which arereasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internalcontrol over financial reporting.

May 8, 2013 /s/ John V. FaraciJohn V. FaraciChairman and Chief Executive Officer

Exhibit 31.2

CERTIFICATION

I, Carol L. Roberts, certify that:

1. I have reviewed this quarterly report on Form 10-Q of International Paper Company;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make thestatements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by thisreport;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects thefinancial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined inExchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under oursupervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us byothers within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under oursupervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements forexternal purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about theeffectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s mostrecent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likelyto materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to theregistrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which arereasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internalcontrol over financial reporting.

May 8, 2013 /s/ Carol L. Roberts

Carol L. Roberts

Senior Vice President and ChiefFinancial Officer

Exhibit 32CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002The certification set forth below is being submitted in connection with the Quarterly Report of International Paper Company (the “Company”) on

Form 10-Q for the quarterly period ended March 31, 2013 for the purpose of complying with Rule 13a-14(b) or Rule 15d-14(b) of the Securities Exchange Actof 1934 (the “Exchange Act”) and Section 1350 of Chapter 63 of Title 18 of the United States Code. John V. Faraci, Chief Executive Officer of the Company,and Carol L. Roberts, Chief Financial Officer of the Company, each certify that, to the best of his knowledge:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Exchange Act; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ John V. FaraciJohn V. FaraciChairman and Chief Executive OfficerMay 8, 2013 /s/ Carol L. RobertsCarol L. RobertsSenior Vice President and Chief Financial OfficerMay 8, 2013

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