Second Amendment to Receivables Sale & Contribution Agreement dated 12/23/2002.



 Exhibit 10.45 
 SECOND AMENDMENT TO RECEIVABLES SALE AND CONTRIBUTION AGREEMENT 
 THIS SECOND AMENDMENT TO
RECEIVABLES SALE AND CONTRIBUTION AGREEMENT, dated as of December 23, 2002 (this “Amendment”), is by and between International Paper Financial Services, Inc., a Delaware corporation
(“IPFS”) and Red Bird Receivables, Inc., a Delaware corporation (“Buyer”) and pertains to the Receivables Sale and Contribution Agreement dated as of December 26, 2001 amongst the parties hereto
(as heretofore and hereby amended, the “Receivables Sale Agreement”). Unless otherwise defined in this Amendment capitalized terms used herein shall have the meanings assigned to such terms in the Receivables Sale
Agreement. 
 PRELIMINARY STATEMENTS 
 WHEREAS, IPFS wishes to make certain amendments to the Receivables Sale Agreement; and 
 WHEREAS, 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 Receivables Sale Agreement is hereby amended and restated in its entirety by adding the adding the following
locations: 
 Location 
  

			
	 Clinton Retail Packaging
	  	103
	 Cincinnati FCL
	  	104
	 Hopkinsville FCL
	  	109
	 Panama City Plant
	  	437
	 Hendersonville FCL
	  	547
	 Lancaster
	  	617
	 Pensacola
	  	619
	 Oakdale
	  	620
	 Kaukauna
	  	715
	 Depere
	  	716
	 Menasha
	  	717
	 Kenton
	  	740
	 Jackson Kraft Packaging
	  	748
	 Visalia
	  	751









			
	 Clifton Folding Carton
	  	789
	 Shelbyville
	  	795
	 Montvale Headquarters
	  	862
	 Port St. Joe
	  	8870
	 Picayune
	  	8871
	 ARCC –Savannah Chemicals
	  	OA44
	 ARCC –Savannah Pilot Plant
	  	OA45
	 ARCC – Valdosta Chemicals
	  	OA46
	 ARCC- Dover Chemicals
	  	OA47

 2. Representations and Warranties. Each party represents to the other party as follows:

 (a) The execution and delivery by such party of this Amendment, and the performance of its obligations under the
Receivables Sale Agreement as amended hereby, are within such party’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 such party, and the Receivables Sale Agreement, as amended hereby, constitutes
such party’s legal, valid and binding obligation, enforceable against such party 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 a Termination Event. 
 3. Conditions Precedent. This Amendment shall become effective as of the date first above written upon the execution and delivery by each party to
the other party of a counterpart hereof by both 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. 
  

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 (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 Receivables Sale Agreement. Except as expressly amended hereby, the Receivables Sale Agreement remains unaltered and in full
force and effect and is hereby ratified and confirmed. 
  

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 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/ Robert J. Lynn
	Name:	 	Robert J. Lynn
	Title:	 	Vice President, Assistant Treasurer
	
	INTERNATIONAL PAPER FINANCIAL SERVICES, INC.
		
	By:	 	/s/ John Finnegan
	Name:	 	John Finnegan
	Title:	 	Assistant Treasurer


 [Second Amendment to 
 Receivables Sales Agreement Signature Page]