SECOND AMENDMENT TO RECEIVABLES SALE AND CONTRIBUTION AGREEMENT

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