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
