AMENDMENT NO. 1 TO AGREEMENT OF PURCHASE AND SALE

Exhibit 2.2

AMENDMENT NO. 1 TO AGREEMENT OF PURCHASE AND SALE

This Amendment No. 1 is made and entered into effective as of August 1, 2006 (this “Amendment”) and amends the Agreement of Purchase and Sale, dated as of June 4, 2006 (the “Agreement”), by and among International Paper Company, a corporation organized under the laws of the State of New York (“Seller”), CMP Investments LP, a limited partnership organized under the laws of the State of Delaware (“Parent”), and CMP Holdings LLC, a limited liability company organized under the laws of the State of Delaware and an indirect, wholly-owned subsidiary of Parent (“Buyer” and, together with Parent, the “Acquirors”). Capitalized terms used but not defined herein shall have the meanings set forth in the Agreement.

WHEREAS, Seller and the Acquirors wish to amend the Agreement as set forth herein;

WHEREAS, Seller and the Acquirors wish to amend the Seller Disclosure Letter as described herein;

WHEREAS, Seller and the Acquirors wish to amend certain Schedules to the Agreement as described herein.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and intending to be legally bound hereby, each of Seller and the Acquirors agree as follows:

““Ancillary Agreements” shall mean (i) the Transition Services Agreement, (ii) the Tax Exempt Bond Agreement, (iii) the Litigation Support Agreement, (iv) the Quinnesec Wood Supply Agreement, (v) the Sartell Sublease, (vi) the Intellectual Property Agreement, (vii) the Intellectual Property Assignments, (viii) the Joint Purchasing Agreement, (ix) the Hinton Pulp Supply Agreement, (x) the Amended and Restated Limited Partnership Agreement, (xi) the Roll-Wrap Agreement and (xii) Spare Parts Agreement.”

““Benchmark” shall mean $153,075,000 (one hundred fifty three million and seventy-five thousand dollars).”

“(iii) except as set forth on Amended Schedule VIII, matters shown on the title insurance or commitments listed in Section 4.15 of the Seller Disclosure Letter,”

““Roll-Wrap Agreement” shall mean the roll-wrap agreement, to be executed and delivered on the Closing Date, between Buyer and Seller, in the form attached hereto as Annex K.”

““Spare Parts Agreement” shall mean the spare parts agreement, to be executed and delivered on the Closing Date, between Buyer and Seller, pursuant to which Buyer and Seller will be able to purchase spare parts from each other, in the form attached hereto as Annex L.”

“(v) all liabilities and obligations arising out of, resulting from or relating to the matters described in Amended Schedule VI (the “Excluded Litigation Matters”)”

“Seller shall indemnify Buyer, and Buyer shall not be responsible, for any damages arising from Seller’s failure to obtain the consent of any landlord necessary to sublease office space as provided for in this Section 6.33 and the Transition Services Agreement, except for such liabilities that arise from Buyer's failure to take such actions as are reasonably necessary to obtain such consents.”

“Prior to or at Closing, Buyer will execute the following agreements to the extent necessary for the Seller’s provision of transition services to Buyer under the Transition Services Agreement: (1) necessary license agreements with CINCOM and H&W Software; (2) services agreements with EDS and ADP; and (3) a transitional services agreement with SAP. As soon as practicable following. Closing, Buyer will execute a license agreement with GT Software.”

“(other than (A) the Intellectual Property Agreement, which maybe assigned in accordance with its terms, and (B), in the case of Buyer, the Transition Services Agreement)”

“Quinnesec, US Registration No. 1232416, registered on March 29, 1983”.

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed as of the date first written above by their respective officers thereunto duly authorized.