9TH AMENDMENT TO 2ND AMENDED RECEIVABLES PURCHASE AGREEMENT

Exhibit 10.13.XIV

NINTH AMENDMENT TO SECOND AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENTS

NINTH AMENDMENT TO SECOND AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENTS dated as of June 30, 2004 (this “ Amendment ”) among G-P Receivables, Inc., as the seller (the “ Seller ”), Georgia-Pacific Corporation, as collection agent (the “ Collection Agent ”), Blue Ridge Asset Funding Corporation (“ Blue Ridge ”), CRC Funding, LLC, as successor to Corporate Receivables Corporation (“ CRC ”), CAFCO, LLC, as successor to Corporate Asset Funding Company, Inc. (“ CAFCO ”), Gotham Funding Corporation (“ Gotham ”), SPARC, LLC, as successor to Special Purpose Accounts Receivable Cooperative Corporation (“ SPARC ” and, together with Blue Ridge, CRC, CAFCO and Gotham, the “ Purchasers ”), Canadian Imperial Bank of Commerce (“ CIBC ”), Citibank, N.A. (“ Citibank ”), The Bank of Tokyo-Mitsubishi, Ltd., New York Branch (“ BTM ”), Wachovia Bank, National Association (“ Wachovia ” and, together with CIBC, Citibank and BTM, the “ Secondary Purchasers ”) and Citicorp North America, Inc., as administrative agent (the “ Administrative Agent ”).

WITNESSETH

WHEREAS, the Seller, the Collection Agent, the Purchasers and the Administrative Agent entered into that certain Second Amended and Restated Receivables Purchase Agreement dated as of December 19, 2001, as amended (the “ Primary Purchase Agreement ”);

WHEREAS, the Seller, the Collection Agent, the Secondary Purchasers and the Administrative Agent entered into that certain Second Amended and Restated Receivables Purchase Agreement dated as of December 19, 2001, as amended (the “ Secondary Purchase Agreement ” and, together with the Primary Purchase Agreement, the “ Agreements ”); and

WHEREAS, the parties hereto desire to (i) effect a reallocation of the Pro Rata Shares, and waive certain provisions of Section 2.01(d) of the Primary Purchase Agreement in connection with such reallocation, (ii) terminate SPARC’s rights and obligations under the Primary Purchase Agreement, (iii) terminate CIBC’s rights and obligations under the Secondary Purchase Agreement and (iv) amend the Agreements in the manner and on the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants herein contained, the parties hereto agree as follows:

SECTION 1. DEFINED TERMS

Unless otherwise defined herein, the capitalized terms used herein shall have the meanings assigned to such terms in the Agreements.

SECTION 2. REALLOCATION OF PRO RATA SHARES UNDER PRIMARY PURCHASE AGREEMENT

(a) Notwithstanding the provisions of the first sentence of Section 2.01(d) of the Primary Purchase Agreement, the Pro Rata Shares of the Purchasers under the Primary Purchase Agreement shall be reallocated effective as of the Reallocation Effective Date (as defined in Section 7(b) hereof) as set forth in Section 5(b)(ii) hereof. Each of the Purchasers and the Secondary Purchasers expressly consents to such reallocation and waives compliance with the notice requirement set forth in the first sentence of Section 2.01(d) of the Primary Purchase Agreement. The parties further agree that any noncompliance with the provisions of the Agreements by virtue of the reallocation set forth above shall be deemed not to constitute a breach or default by the Seller under the Agreements, and that such reallocation shall be deemed to be permissible and effective in all respects and for all purposes under the Agreements.

(b) After giving effect to such reallocation, SPARC’s Aggregate Capital will exceed its Pro Rata Share of the Purchase Limit; therefore, as required by, and pursuant to, Section 2.01(d) of the Primary Purchase Agreement, on the Reallocation Effective Date, SPARC will transfer to each of the other Purchasers a Receivable Interest in the amount set forth below opposite such Purchaser’s name for a purchase price equal to such amount:

(c) SPARC represents and warrants that it is the owner of the Receivable Interest being transferred by it, free and clear of any adverse claim created by SPARC.

(d) SPARC hereby agrees that it shall, at the request of any Purchaser, execute and deliver to the Administrative Agent such instruments and documents, and take all further actions, that may be necessary, or that such Purchaser may reasonably request, to perfect, protect or more fully evidence the Receivable Interest being transferred by SPARC to such Purchaser.

SECTION 3. REDUCTION OF SPARC’S PURCHASE LIMIT

(a) After giving effect to the receipt by SPARC of the aggregate purchase price for its Receivables Interest as set forth in Section 2(b) above, SPARC’s Purchase Limit will exceed its Aggregate Capital. The Seller hereby terminates in whole SPARC’s Purchase Limit, effective upon receipt by SPARC of such aggregate purchase price.

(b) Each Purchaser expressly consents to the termination of SPARC’s Purchase Limit set forth above and waives compliance with the notice requirement set forth in the first sentence of Section 2.01(b) of the Primary Purchase Agreement. The parties further agree that any noncompliance with the provisions of the Primary Purchase Agreement by virtue of the termination set forth above shall be deemed not to constitute a breach or default by the Seller under the Agreements, and that such termination shall be deemed to be permissible and effective in all respects and for all purposes under the Agreements.

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(c) From and after the effectiveness of the termination of SPARC’s Purchase Limit set forth above, SPARC shall be released from all of its obligations under the Primary Purchase Agreement and shall relinquish all of its rights thereunder (other than such rights that expressly survive the termination of SPARC’s Purchase Limit and the right to receive Yield and its Pro Rata Share (before giving effect to this Amendment) of fees payable pursuant to the Fee Letter, if any, accrued through, but unpaid as of, the Reallocation Effective Date).

SECTION 4. REDUCTION OF CIBC’S COMMITMENT

(a) The Seller hereby terminates in whole CIBC’s Commitment, effective upon receipt by SPARC of the aggregate purchase price for its Receivables Interest as set forth in Section 2(b) above.

(b) Each Secondary Purchaser expressly consents to the termination of CIBC’s Commitment set forth above and waives compliance with the notice requirement set forth in the first sentence of Section 2.01(b) of the Secondary Purchase Agreement. The parties further agree that any noncompliance with the provisions of the Secondary Purchase Agreement by virtue of the termination set forth above shall be deemed not to constitute a breach or default by the Seller under the Agreements, and that such termination shall be deemed to be permissible and effective in all respects and for all purposes under the Agreements.

(c) From and after the effectiveness of the termination of CIBC’s Commitment set forth above, CIBC shall be released from all of its obligations under the Secondary Purchase Agreement and shall relinquish all of its rights thereunder (other than such rights that expressly survive the termination of CIBC’s Commitment and the right to receive its Pro Rata Share (before giving effect to this Amendment) of fees payable pursuant to the Fee Letter, if any, accrued through, but unpaid as of, the Reallocation Effective Date).

SECTION 5. AMENDMENTS TO PRIMARY PURCHASE AGREEMENT

(a) The following amendments to the Primary Purchase Agreement shall be effective on the Amendment Effective Date (as defined in Section 7(a) hereof):

(i) Section 1.01 of the Primary Purchase Agreement is hereby amended by deleting the definition “Average Maturity” in its entirety.

(ii) The definition “Liquidation Yield Reserve” in Section 1.01 of the Primary Purchase Agreement is hereby amended by deleting the words “Average Maturity” and inserting in replacement thereof the words “Portfolio Turnover Rate (Days)”.

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(iii) Section 1.01 of the Primary Purchase Agreement is hereby amended by adding, in its proper alphabetical sequence, the definition “Portfolio Turnover Rate (Days)” as follows:

“ Portfolio Turnover Rate (Days) ” means, as of any date of determination, the result of (i) the Outstanding Balance of all Pool Receivables as of the last day of the Settlement Period most recently ended, divided by (ii) the aggregate amount of Pool Receivables generated during the prior Settlement Period, times (iii) the actual number of days in the Settlement Period most recently ended.

(iv) Section 6.06 of the Primary Purchase Agreement is hereby amended to read in its entirety as follows:

Section 6.06 Collection Agent Fee . The Collection Agent shall be paid a collection fee (the “Collection Agent Fee”) of 1% per annum on the average daily amount of the Outstanding Balance of all Pool Receivables payable monthly in arrears on each Settlement Date. The Collection Agent Fee shall be payable only from Collections pursuant to, and subject to the priority of payment set forth in, Section 2.04.

(v) Section 7.01(j) of the Primary Purchase Agreement is hereby amended to read in its entirety as follows:

(j) As of any Settlement Date, the De