Exhibit 10.1
OMNIBUS AMENDMENT
[A MENDMENT N O
. 3 TO R
ECEIVABLES S ALE A GREEMENT AND
A MENDMENT N O
. 5 TO R
ECEIVABLES S ALE AND C ONTRIBUTION A GREEMENT ]
THIS OMNIBUS
AMENDMENT (this
“Amendment” ) is entered into as of
February 28, 2007 by and among:
(a) INTERNATIONAL PAPER COMPANY, a
New York corporation ( “International
Paper” or the “Originator”
),
(b) INTERNATIONAL PAPER FINANCIAL
SERVICES, INC., a Delaware corporation (
“IPFS” ), and
(c) RED BIRD RECEIVABLES, INC., a
Delaware corporation ( “Red Bird” and,
together with International Paper and IPFS, the
“Companies” ),
and pertains to (i) that
certain Receivables Sale Agreement , dated as of
December 26, 2001, by and between IP and IPFS, as amended the
( “First-Step RSA” ), and (ii) that
certain Receivables Sale and Contribution Agreement, dated as of
December 26, 2001, by and between IPFS and Red Bird, as
amended (the “Second-Step RC&SA” and,
together with the First-Step RSA, the
“Agreements” ). Capitalized terms used
and not otherwise defined herein are used with the meanings
attributed thereto in the First-Step RSA or the Second-Step
RC&SA, as applicable, or, if not defined in one of the
Agreements, the meanings attributed thereto in the Credit and
Security Agreement referenced therein.
W I T N E S S E T H
:
WHEREAS,
the parties wish to modify the
Agreements to remove Receivables originated by Arizona Chemical
from 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. Amendments
.
1.1. Schedule B to the First-Step
RSA is hereby amended and restated in its entirety to read as set
forth in Annex I hereto.
1.2. Schedule B to the Second-Step
RSA is hereby amended and restated in its entirety to read as set
forth in Annex II hereto.
2. Representations
.
2.1. Each of the Companies
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 such Company, 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. The Originator further
represents and warrants to the other parties hereto that, after
giving effect to this Amendment, each of its representations and
warranties set forth in Section&nb
