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 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) MIZUHO BANK, LTD. (f/k/a MIZUHO CORPORATE BANK, LTD.) (together with its successors, Mizuho), in its capacity as a Lender, and in its capacity as agent to Mizuho (as a Lender) (together with its successors and assigns, the Mizuho Agent or a Co-Agent, and, together with Mizuho, the Mizuho Group),
(d) 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) (together with its successors, CACIB), in its capacity as a Lender, and in its capacity as agent to Atlantic and to itself as a Lender (together with its successors and assigns, the Atlantic Agent or a Co-Agent, and, together with Atlantic, the Atlantic Group), and
(e) MIZUHO BANK, LTD., as administrative agent for the Mizuho Group, the Atlantic 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 such terms in Exhibit I.
The Borrower, International Paper, International Paper Financial Services, Inc. (IPFS), the certain lending groups named therein, the Co-Agents named therein and Citicorp North America, Inc., in its capacity as the Administrative Agent thereunder, 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, and each 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, (i) the Lenders in each Group that are not Conduits shall, at the request of the Borrower, make Loans to Borrower from time to time and (ii) the Lenders in each Group that are Conduits may, in their absolute and sole discretion, make Loans to Borrower from time to time.
Mizuho Bank, Ltd. 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.