E XECUTION V ERSION

Exhibit 10.1

OMNIBUS AMENDMENT NO. 1

AMENDMENT NO. 2 TO SECOND AMENDED AND RESTATED

CREDIT AND SECURITY AGREEMENT AND

AMENDMENT NO. 1 TO FEE LETTERS

THIS OMNIBUS AMENDMENT NO. 1, dated as of June 26, 2009 (this “ Amendment ” ), is 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) GOTHAM FUNDING CORPORATION, a Delaware corporation as assignee of Victory Funding Corporation (together with its successors, “Gotham” ), and THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., NEW YORK BRANCH, in its capacity as a Liquidity Bank to Gotham (together with its successors, “BTMU” and, together with Gotham, the “Gotham Group” ),

(d) PARK AVENUE RECEIVABLES COMPANY, LLC, a Delaware limited liability company (together with its successors, “PARCO” ), and JPMORGAN CHASE BANK, N.A., in its capacity as a Liquidity Bank to PARCO (together with its successors, “JPMorgan” and, together with PARCO, the “PARCO Group” ),

(e) STARBIRD FUNDING CORPORATION, a Delaware corporation (together with its successors, “Starbird” ), and BNP PARIBAS, ACTING THROUGH ITS NEW YORK BRANCH, in its capacity as a Liquidity Bank to Starbird (together with its successors, “BNP Paribas” and, together with Starbird, the “Starbird Group” ),

(f) CAFCO, LLC, a Delaware limited liability company (together with its successors, “CAFCO” and, together with Gotham, PARCO and Starbird, the “Conduits” ), and CITIBANK, N.A., in its capacity as a Liquidity Bank to CAFCO (together with its successors, “Citibank” and, together with CAFCO, the “CAFCO Group” ),

(g) THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., NEW YORK BRANCH, in its capacity as agent for the Gotham Group (together with its successors in such capacity, the “Gotham Agent” or a “Co-Agent” ), JPMORGAN CHASE BANK, N.A., in its capacity as agent for the PARCO Group (together with its successors in such capacity, the “PARCO Agent” or a “Co-Agent” ), BNP PARIBAS, ACTING THROUGH ITS NEW YORK BRANCH, in its capacity as agent for the Starbird Group (together with its successors in such capacity, the “Starbird Agent” or a “Co-Agent” ), and CITICORP NORTH AMERICA, INC. in its capacity as agent for the CAFCO Group (“ CNAI” and, together with its successors in such capacity, the “CAFCO Agent” or a “Co-Agent” ), and

(h) CITICORP NORTH AMERICA, INC., as administrative agent for the Gotham Group, the PARCO Group, the Starbird Group, the CAFCO 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” ).

Capitalized terms used and not otherwise defined herein shall have the meanings attributed thereto in the Credit Agreement (as defined below).

PRELIMINARY STATEMENTS

WHEREAS , the parties hereto are parties to that certain Second Amended and Restated Credit and Security Agreement, dated as of March 13, 2008 (as amended or otherwise modified from time to time, the “ Credit Agreement ”);

WHEREAS , in connection with the Credit Agreement, each of the Co-Agents has entered into a Fee Letter with the Borrower and such Co-Agent’s Conduit (as amended or otherwise modified from time to time, the “ Fee Letters ”);

WHEREAS , the Loan Parties desire to amend the Credit Agreement and the Fee Letters as hereinafter set forth; and

WHEREAS , the Agents are willing to agree to such amendments on the terms and subject to the conditions set forth