First Amendment to Receivables Sale & Contribution Agreement dated 02/28/2002.



 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
	 	  	 	  	 
	 Hudson River
	  	3	  	 Whelen Springs Wood Pd-LbrMill
	  	334
	 Ticonderoga Mill
	  	10	  	 Allentown Distribution Center
	  	336
	 Androscoggin Mill
	  	34	  	 Henderson Wood Products
	  	337
	 Mira Loma Sheeting Plant
	  	39	  	 Leola Wood Products
	  	338
	 Chicago Box
	  	66	  	 Jackson Box
	  	339
	 BP North American Div Office
	  	78	  	 Wood Prod HQ- Lumber
	  	340
	 Terre Haute Mill
	  	85	  	 Joplin Wood Products
	  	341
	 Armour Wood Products
	  	113	  	 Deridder
	  	343
	 Shreveport IBC
	  	137	  	 Wiggins Wood Products
	  	345
	 El Paso
	  	140	  	 Gurdon Wood Products
	  	346
	 Raligh Beverage Packaging
	  	144	  	 Jefferson Wood Products
	  	348
	 Carson
	  	162	  	 Montgomery Box Plant
	  	355
	 Putnam Container
	  	167	  	 Cincinnatti Dist
	  	356
	 Nashville
	  	168	  	 Pleasant Hill WP
	  	358
	 Mobile CT
	  	172	  	 Southern Wholesale Wood Products
	  	360
	 Georgetown CT
	  	174	  	 Morton Wood 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 Jose
	  	182	  	 Nacogdoches OSB Plant Constr
	  	392
	 Modesto
	  	183	  	 Decator CT
	  	394
	 Edinburg Container
	  	184	  	 Maplesville WP
	  	397
	 Auburndale Container
	  	185	  	 Tuscaloosa WP
	  	398
	 Fon du Lac
	  	186	  	 Fleetwood CT
	  	405
	 Cincinnatti Container
	  	187	  	 San Antonio CT
	  	407
	 Russellville
	  	190	  	 Houston CT
	  	409
	 Minneapolis CT
	  	191	  	 Hanford CT
	  	410
	 Stateville CT
	  	192	  	 Johnston WP
	  	413
	 Mt Carmel
	  	193	  	 Savannah CT
	  	425
	 Menasha Distribution Center
	  	195	  	 Des Plaines CT
	  	433
	 Dallas CT
	  	198	  	 Kalamazoo Beverage
	  	480
	 Lock Haven
	  	202	  	 Kansas City Beverage
	  	483

  








							
	 Oswego Mill
	  	204	  	 Bev Pkg - Atlanta
	  	484
	 Riverdale Mill
	  	205	  	 Bev Pkg - Plant City
	  	485
	 Louisina Mill
	  	230	  	 Turlock
	  	490
	 Moss Point
	  	233	  	 Augusta Sawmill
	  	491
	 Mobile Mill
	  	236	  	 Washington Sawmill
	  	492
	 Camden Mill
	  	237	  	 Bev Pkg - Framingham
	  	494
	 Vicksburg Mill
	  	240	  	 Felix Stowe
	  	503
	 Texarkana Mill
	  	241	  	 Atlanta Distribution
	  	511
	 Pine Bluff Mill
	  	262	  	 Auburn CT
	  	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	  	 Hazelton
	  	528
	 Sampit Wood Products
	  	325	  	 Cape Fear Converting
	  	529
	 Tupelo Box Plant
	  	326	  	 Spartanburg CT
	  	531
	 Cedarburg Cont
	  	328	  	 Atlanta CT
	  	552
	 New Boston Wood Products
	  	329	  	 Conway Box CT
	  	555
	 Springhill Wood Products
	  	330	  	 Conway Graphics
	  	559
	 Madison Wood
	  	331	  	 Fort Worth CT
	  	560
	 Cordele Wood
	  	332	  	 Stockton CT
	  	563
				
	 Location
	  		  		  	
		  		  		  	
	 Phonix Display and Packaging
	  	593	  		  	
	 Cima Pine Bluff
	  	594	  		  	
	 Roanoke Rapids Champion
	  	609	  		  	
	 Rotterdam Dist
	  	611	  		  	
	 Croydon
	  	612	  		  	
	 Mallory 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	  		  	
	 Dillner Dist
	  	646	  		  	
	 Camden Packaging (Fordyce)
	  	652	  		  	

  








			
	 Augusta
	 	660
	 Chicago Distribution
	 	667
	 Terre Haute
	 	706
	 Ft. Wayne 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
	 Newberry Wood Products
	 	957
	 CIMS
	 	987
	 Camden Wood Products
	 	6202
	 Corrigan Wood Products
	 	6204
	 Passadumkeag Lumber
	 	6207
	 Waycross Wood Products
	 	6208
	 Citronelle Lumber Mill
	 	6210
	 McDavid Lumber Mill
	 	6211
	 Costigan Lumber Mill
	 	6212
	 Whitehouse Lumber Mill
	 	6213
	 Franklin Sawmill
	 	A27
	 Meldrim Sawmill
	 	A28
	 Folkston Sawmill
	 	A29
	 Seaboard Sawmill
	 	A30
	 Opelika Sawmill
	 	A31
	 Chapman Sawmill
	 	A32
	 Chapman
	 	A33
	 Thorsby Veneer Mill
	 	A34
	 Thorsby LVL
	 	A35
	 Building Materials Group
	 	B50
	 Erie
	 	201
	 Georgetown Mill
	 	259
	 Riegelwood Mill
	 	661
	 Pulp Sales
	 	406