Exhibit 10.47
FOURTH AMENDMENT TO RECEIVABLES
SALE AND CONTRIBUTION AGREEMENT
THIS FOURTH AMENDMENT TO
RECEIVABLES SALE AND CONTRIBUTION AGREEMENT,
dated as of November 17, 2004
(this “Amendment” ), is by and between
International Paper Financial Services, Inc., a Delaware
corporation ( “IPFS” ), and Red Bird
Receivables, Inc., a Delaware corporation (
“Buyer” ) and pertains to the Receivables
Sale and Contribution Agreement dated as of December 26, 2001
amongst the parties hereto (as heretofore and hereby amended, the
“Receivables Sale Agreement” ).
Unless otherwise defined in this Amendment capitalized terms
used herein shall have the meanings assigned to such terms in the
Receivables Sale Agreement.
PRELIMINARY
STATEMENTS
WHEREAS
, IPFS wishes to make certain amendments to the
Receivables Sale Agreement; and
WHEREAS,
Buyer is willing to agree to such
amendments.
NOW, THEREFORE,
in consideration of the foregoing
premises and the mutual agreements herein contained and other good
and valuable consideration, the receipt and adequacy of which are
hereby acknowledged, the parties hereto agree as
follows:
1. Amendments .
1.1. The fourth paragraph of the
Preliminary Statements in the Receivables Sale Agreement is hereby
amended and restated in its entirety to read as follows:
Immediately following the
contribution and purchase of Receivables from IPFS, Buyer will
borrow and pledge its assets pursuant to that certain Amended and
Restated Credit and Security Agreement dated as of
November 17, 2004 (as the same may from time to time hereafter
be amended, supplemented, restated or otherwise modified, the
“Credit and Security Agreement” ) among
the Buyer, as Borrower, IPFS, as initial Servicer, the Performance
Guarantor, various lenders ( “Lenders” )
and co-agents ( “Co-Agents” ) from time
to time party thereto, and Wachovia Bank, National Association, as
administrative agent or any successor administrative agent
appointed pursuant to the terms of the Credit and Security
Agreement (in such capacity, the “Administrative
Agent,” and together with the Co-Agents, the
“Agents” ).
1.2. Section 1.1 of the
Receivables Sale Agreement is hereby amended to insert
“IP” before “First-Step”.
1.3. Sections 1.7, 4.1(g), 4.1(h)
and 4.1(l) of the Receivables Sale Agreement are hereby amended to
delete “First-Step Sale Agreement” in each place where
it appears and to substitute in lieu thereof “First-Step Sale
Agreements.”
1.4. Each reference in the text of
the Receivables Sale Agreement to “Original Seller” is
hereby replaced with “each Original Seller,” “any
Original Seller” or “the applicable Original
Seller” as the context may require.
1.5. Section 4.1(a)(v) of the
Receivables Sale Agreement is hereby amended to delete
“Buyer, the Administrative Agent or Blue Ridge” where
it appears, and to substitute in lieu thereof “Buyer or the
Administrative Agent.”
1.6. Section 7.4 of the
Receivables Sale Agreement is hereby amended and restated in its
entirety to read as follows:
Section 7.4.
Confidentiality .
(a) IPFS shall maintain and shall
cause each of its employees and officers to maintain the
confidentiality of this Agreement and the other confidential or
proprietary information that is clearly marked as being
confidential and/or proprietary with respect to the Agents, the
Conduits and their respective businesses obtained by it or them in
connection with the structuring, negotiating and execution of the
transactions contemplated herein, except that IPFS and its officers
and employees may disclose such information to IPFS’s
external accountants and attorneys and as required by any
applicable law or order of any judicial or administrative
proceeding.
(b) Anything herein to the contrary
notwithstanding, IPFS hereby consents to the disclosure of any
nonpublic information with respect to it (i) to Buyer, the
Agents and the Lenders by each other, (ii) by Buyer, the
Agents or the Lenders to any prospective or actual assignee or
participant of any of them and (iii) by the Co-Agents to any
rating agency, Promissory Note dealer or provider of a surety,
guaranty or credit or liquidity enhancement to any Conduit or any
entity organized for the purpose of purchasing, or making loans
secured by, financial assets for which any Co-Agent or one of its
affiliates acts as the administrative agent or administrator and to
any officers, directors, employees, outside accountants and
attorneys of any of the foregoing, provided each such
Person is informed of the confidential nature of such information.
In addition, the Lenders and the Agents 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) Buyer shall maintain and shall
cause each of its employees and officers to maintain the
confidentiality of this Agreement and the other confidential or
proprietary information with respect to IPFS, the Obligors and
their respective businesses obtained by it in connection with the
due diligence
2
evaluations, structuring,
negotiating and execution of the Transaction Documents, and the
consummation of the transactions contemplated herein and any other
activities of Buyer arising from or related to the transactions
contemplated herein provided, however, that each of
Buyer and its employees and officers shall be permitted to disclose
such confidential or proprietary information: (i) to the
Agents and the Lenders, (ii) to any prospective or actual
assignee or participant of the Agents or the Lenders who executes a
confidentiality agreement for the benefit of IPFS and Buyer on
terms comparable to those required of Buyer hereunder with respect
t
