Exhibit 10.1
AMENDMENT #1 TO RECEIVABLES SALE
AND CONTRIBUTION AGREEMENT
THIS AMENDMENT #1 RECEIVABLES
SALE AND CONTRIBUTION AGREEMENT (this “Amendment” ) is
entered into as of August 29, 2008, by and between
INTERNATIONAL PAPER COMPANY, a New York corporation (
“IPCO” ), and RED BIRD RECEIVABLES, LLC,
a Delaware limited liability company formerly known as Red Bird
Receivables, Inc. ( “Buyer” ), and
pertains to the Receivables Sale and Contribution Agreement between
IPCO and Buyer dated as of March 13, 2008 (the
“Existing Agreement” ). Capitalized terms
used and not otherwise defined herein are used with the meanings
attributed thereto in the Existing Agreement.
W I T N E S S E T H
:
WHEREAS,
the parties wish to modify the
Existing Agreement to add Receivables originated by IPCO’s
Honeywell International division of xpedx to the Receivables
conveyed thereunder;
NOW, THEREFORE,
in consideration of the premises and
the mutual agreements herein contained, the parties hereto hereby
agree as follows:
1. Amendment .
Effective as of September 1,
2008, Schedule B to the Existing Agreement is hereby amended and
restated in its entirety to read as set forth in Annex I
hereto.
2. Representations
.
2.1. IPCO hereby represents and
warrants to the other parties hereto that it has duly authorized,
executed and delivered this Amendment and that this Amendment
constitutes, a legal, valid and binding obligation of IPCO,
enforceable in accordance with its terms (except as enforceability
may be limited by applicable bankruptcy, insolvency, or similar
laws affecting the enforcement of creditors’ rights generally
or by equitable principles relating to enforceability).
2.2. IPCO further represents and
warr
