FIRST AMENDMENT TO RECEIVABLES SALE AND CONTRIBUTION AGREEMENT

Exhibit 10.44

FIRST AMENDMENT TO RECEIVABLES SALE AND

CONTRIBUTION AGREEMENT

THIS FIRST AMENDMENT TO RECEIVABLES SALE AND CONTRIBUTION AGREEMENT, dated as of February 28, 2002 (this “Amendment”), is by and between International Paper Financial Services, Inc. (“IPFS”) and Red Bird Receivables, Inc. (the “Buyer”) and pertains to the Receivables Sale and Contribution Agreement dated as of December 26, 2001 between the parties hereto (as heretofore and hereby amended, the “Sale and Contribution Agreement”). Unless otherwise defined in this Amendment capitalized terms used herein shall have the meanings assigned to such terms in the Sale and Contribution Agreement.

PRELIMINARY STATEMENTS

WHEREAS, the IPFS wishes to make certain amendments to the Sale and Contribution Agreement; and

WHEREAS, the 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. Amendment. Schedule B to the Sale and Contribution Agreement is hereby amended and restated in its entirety to read as set forth on Annex I attached hereto to reflect an amendment to the last entry on such Schedule B which currently reads “Pulp Sales Without Natchez” to read “Pulp Sales.”

2. Representations and Warranties. In order to induce the Buyer to enter into this Amendment, IPFS hereby represents and warrants to the Buyer as follows:

(a) The execution and delivery by IPFS of this Amendment, and the performance of its obligations under the Sale and Contribution Agreement as amended hereby, are within IPFS’s organizational powers and authority and have been duly authorized by all necessary organizational action on its part;

(b) This Amendment has been duly executed and delivered by IPFS, and the Sale and Contribution Agreement, as amended hereby, constitutes IPFS’s legal, valid and binding obligation, enforceable against IPFS in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws relating to or limiting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law), and

(c) As of the date hereof, no event has occurred and is continuing that will constitute an Termination Event or an Unmatured Termination Event.

3. Conditions Precedent. This Amendment shall become effective as of the date first above written upon:

(a) execution and delivery to the Buyer of a counterpart hereof by each of the parties hereto.

4. Miscellaneous.

(a) CHOICE OF LAW. THIS AMENDMENT SHALL BE GOVERNED AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS (AND NOT THE LAW OF CONFLICTS) OF THE STATE OF NEW YORK.

(b) Counterparts. This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute one and the same agreement.

(c) Ratification of Purchase Agreement. Except as expressly amended hereby, the Sale and Contribution Agreement remains unaltered and in full force and effect and is hereby ratified and confirmed.

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed and delivered by their duly authorized officers as of the date hereof.

RED BIRD RECEIVABLES, INC.
By:		/s/
Name:
Title:
INTERNATIONAL PAPER FINANCIAL SERVICES, INC.
By:		/s/
Name:
Title:

ANNEX I

SCHEDULE B

Location				Location
Xxxxxx River		3		Whelen Springs Xxxx Xx-LbrMill		334
Ticonderoga Mill		10		Allentown Distribution Center		336
Androscoggin Mill		34		Xxxxxxxxx Xxxx Products		337
Mira Loma Sheeting Plant		39		Xxxxx Xxxx Products		338
Chicago Xxx		00		Xxxxxxx Xxx		000
XX Xxxxx American Div Office		78		Wood Prod HQ- Lumber		340
Terre Haute Mill		85		Joplin Wood Products		000
Xxxxxx Xxxx Products		000		Xxxxxxxx		000
Xxxxxxxxxx XXX		137		Xxxxxxx Xxxx Products		000
Xx Xxxx		000		Xxxxxx Xxxx Products		346
Raligh Beverage Packaging		000		Xxxxxxxxx Xxxx Products		348
Xxxxxx		162		Xxxxxxxxxx Box Plant		355
Xxxxxx Container		167		Cincinnatti Dist		356
Nashville		000		Xxxxxxxx Xxxx XX		000
Xxxxxx XX		172		Southern Wholesale Wood Products		000
Xxxxxxxxxx XX		000		Xxxxxx Xxxx Products		362
Springhill		175		Jonesboro Box Plant		365
Wooster		178		Export South Wood Products		366
Geneva		180		Container UC - Morristown		379
Detroit		181		Container UC - Richmond		384
San Xxxx		182		Nacogdoches OSB Plant Constr		392
Modesto		000		Xxxxxxx XX		394
Edinburg Container		000		Xxxxxxxxxxx XX		000
Xxxxxxxxxx Xxxxxxxxx		185		Tuscaloosa WP		000
Xxx xx Xxx		000		Xxxxxxxxx XX		405
Cincinnatti Container		000		Xxx Xxxxxxx XX		407
Russellville		000		Xxxxxxx XX		000
Xxxxxxxxxxx XX		000		Xxxxxxx XX		000
Xxxxxxxxxx XX		192		Xxxxxxxx XX		000
Xx Xxxxxx		000		Xxxxxxxx XX		425
Menasha Distribution Center		000		Xxx Xxxxxxx XX		000
Xxxxxx XX		198		Kalamazoo Beverage		000
Xxxx Xxxxx		000		Xxxxxx Xxxx Beverage		483

Oswego Mill		204		Xxx Pkg - Atlanta		484
Riverdale Mill		205		Xxx Pkg - Plant City		485
Louisina Mill		230		Xxxxxxx		000
Xxxx Xxxxx		233		Augusta Sawmill		491
Mobile Mill		236		Washington Sawmill		000
Xxxxxx Xxxx		000		Xxx Xxx - Xxxxxxxxxx		494
Vicksburg Mill		240		Xxxxx Xxxxx		000
Xxxxxxxxx Xxxx		000		Xxxxxxx Distribution		000
Xxxx Xxxxx Xxxx		000		Xxxxxx XX		512
Springhill Conversion & Dist.		267		Sumter Sheet Plant		519
Mansfield		268		Franklin CIC		520
Pineville		269		Properity Plant		525
Lexington Box Plant		312		Sturgis Sheeting		526
Kansas City		321		Xxxxxxxx		528
Sampit Wood Products		325		Cape Fear Converting		000
Xxxxxx Xxx Xxxxx		000		Xxxxxxxxxxx XX		531
Cedarburg Cont		000		Xxxxxxx XX		000
Xxx Xxxxxx Xxxx Products		000		Xxxxxx Xxx XX		555
Springhill Wood Products		330		Xxxxxx Graphics		000
Xxxxxxx Xxxx		000		Xxxx Xxxxx XX		000
Xxxxxxx Xxxx		000		Xxxxxxxx XX		563
Location
Phonix Display and Packaging		593
Cima Pine Bluff		594
Roanoke Rapids Champion		609
Xxxxxxxxx Xxxx		000
Xxxxxxx		612
Xxxxxxx Warehouse		614
Pensacola Champion		618
Louisville Dist		621
Dallas Dist		623
Courtland (Champion)		627
Quinnesec (Champion)		628
Bucksport Champion		630
Sartel Champion		633
Cleveland Cont		641
Los Angeles Dist		644
Xxxxxxx Dist		646
Camden Packaging (Xxxxxxx)		652

Augusta		660
Chicago Distribution		667
Terre Haute		706
Ft. Xxxxx Box Plant		707
Lafayette Container		728
Lancaster Container		743
NEXUS CIMA		745
Washington Container		749
Eastover		769
Franklin Paper Mill		776
Prattville		867
Kalamazoo Container		874
Savannah		899
CIMA		928
CB Regional Distribution Center		930
Xxxxxxxx Xxxx Products		957
CIMS		987
Camden Wood Products		6202
Xxxxxxxx Xxxx Products		0000
Xxxxxxxxxxxx Xxxxxx		6207
Waycross Wood Products		0000
Xxxxxxxxxx Xxxxxx Mill		6210
XxXxxxx Lumber Mill		0000
Xxxxxxxx Xxxxxx Mill		6212
Whitehouse Lumber Mill		6213
Franklin Sawmill		A27
Meldrim Sawmill		A28
Folkston Sawmill		A29
Seaboard Sawmill		A30
Opelika Sawmill		A31
Xxxxxxx Sawmill		A32
Xxxxxxx		A33
Thorsby Veneer Mill		A34
Thorsby LVL		A35
Building Materials Group		B50
Erie		000
Xxxxxxxxxx Xxxx		259
Riegelwood Mill		661
Pulp Sales		406