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.

ANNEX I

SCHEDULE B