EXHIBIT 10.2 PROMISSORY NOTE $________________ As of April __, 2005 Chicago, Illinois Stone Arcade Acquisition Corporation (the "Maker") promises to pay to the order of ____________ (the "Payee") the principal sum of ________________ ($___________) in...Promissory Note • May 3rd, 2005 • Stone Arcade Acquisition CORP
SECOND AMENDED AND RESTATED CREDIT AGREEMENT Dated as of June 1, 2015 among KAPSTONE KRAFT PAPER CORPORATION, as the Borrower, KAPSTONE PAPER AND PACKAGING CORPORATION, as the Parent, THE SUBSIDIARIES OF THE BORROWER IDENTIFIED HEREIN, as Guarantors,...Credit Agreement • June 3rd, 2015 • Kapstone Paper & Packaging Corp • Paper mills • New York
This SECOND AMENDED AND RESTATED CREDIT AGREEMENT is entered into as of June 1, 2015 among KAPSTONE KRAFT PAPER CORPORATION, a Delaware corporation (the “Borrower”), KAPSTONE PAPER AND PACKAGING CORPORATION, a Delaware corporation (the “Parent”), certain subsidiaries of the Borrower identified on the signature pages hereto as Guarantors and such other subsidiaries of the Borrower as may from time to time become party hereto, as Guarantors, the lenders from time to time party hereto (the “Lenders”) and BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer.
Stone-Kaplan Investments, LLC One Northfield Plaza Suite 480 Northfield, IL 60093 Gentlemen: This letter will confirm our agreement, that commencing on the effective date ("Effective Date") of the registration statement of the initial public offering...Administrative Services Agreement • May 3rd, 2005 • Stone Arcade Acquisition CORP
EXHIBIT 10.6 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement") is entered into as of the ____ day of ______, 2005, by and among Stone Arcade Acquisition Corporation, a Delaware corporation (the "Company"), and the...Registration Rights Agreement • May 3rd, 2005 • Stone Arcade Acquisition CORP • New York
Exhibit 10.7 July __, 2005 Morgan Joseph & Co. Inc. 600 Fifth Avenue, 19th Floor New York, New York 10020 Re: Stone Arcade Acquisition Corporation Gentlemen: This letter will confirm the agreement of the undersigned to purchase warrants ("Warrants")...Warrant Purchase Agreement • August 1st, 2005 • Stone Arcade Acquisition CORP • Blank checks
This letter will confirm the agreement of the undersigned to purchase warrants ("Warrants") of Stone Arcade Acquisition Corporation ("Company") included in the units ("Units") being sold in the Company's initial public offering ("IPO") upon the terms and conditions set forth herein. Each Unit is comprised of one share of Common Stock and two Warrants. The shares of Common Stock and Warrants will not be separately tradeable until 20 trading days following the earlier to occur of the expiration of the underwriters' over-allotment option or its exercise in full unless Morgan Joseph & Co. Inc., as representative of the underwriters ("Morgan Joseph"), informs the Company of its decision to allow earlier separate trading.
EXHIBIT 10.3 INVESTMENT MANAGEMENT TRUST AGREEMENT This Agreement is made as of _________, 2005 by and between Stone Arcade Acquisition Corp. (the "Company") and Continental Stock Transfer & Trust Company ("Trustee"). WHEREAS, the Company's...Investment Management Trust Agreement • August 1st, 2005 • Stone Arcade Acquisition CORP • Blank checks • New York
EXHIBIT 10.4 STOCK ESCROW AGREEMENT STOCK ESCROW AGREEMENT, dated as of ___________ ___, 2005 ("Agreement") by and among Stone Arcade Acquisition Corporation, a Delaware corporation ("Company"), the undersigned parties listed as Initial Stockholders...Stock Escrow Agreement • May 3rd, 2005 • Stone Arcade Acquisition CORP • New York
Delivery and Payment: Delivery of the Units shall be made on or about ___________, 2005 or such later date as we may advise on not less than one day's notice to you, at the office of Morgan Joseph & Co. Inc., 600 Fifth Avenue, 19th Floor, New York,...Selected Dealers Agreement • August 1st, 2005 • Stone Arcade Acquisition CORP • Blank checks • New York
BETWEENUnderwriting Agreement • August 1st, 2005 • Stone Arcade Acquisition CORP • Blank checks • New York
AMENDED AND RESTATED CREDIT AGREEMENT Dated as of July 18, 2013 among KAPSTONE KRAFT PAPER CORPORATION, as the Borrower, KAPSTONE PAPER AND PACKAGING CORPORATION, as the Parent, THE SUBSIDIARIES OF THE BORROWER IDENTIFIED HEREIN, as Guarantors, BANK...Credit Agreement • July 18th, 2013 • Kapstone Paper & Packaging Corp • Paper mills • New York
This AMENDED AND RESTATED CREDIT AGREEMENT is entered into as of July 18, 2013 among KAPSTONE KRAFT PAPER CORPORATION, a Delaware corporation (the “Borrower”), KAPSTONE PAPER AND PACKAGING CORPORATION, a Delaware corporation (the “Parent”), certain subsidiaries of the Borrower identified on the signature pages hereto as Guarantors and such other subsidiaries of the Borrower as may from time to time become party hereto, as Guarantors, the lenders from time to time party hereto (the “Lenders”) and BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer.
OFPurchase Option Agreement • August 1st, 2005 • Stone Arcade Acquisition CORP • Blank checks • New York
CREDIT AGREEMENT DATED AS OF JANUARY 2, 2007 among KAPSTONE KRAFT PAPER CORPORATION, as the Company THE VARIOUS FINANCIAL INSTITUTIONS PARTY HERETO, as Lenders, LASALLE BANK NATIONAL ASSOCIATION, as Administrative Agent, andCredit Agreement • January 4th, 2007 • KapStone Paper & Packaging CORP • Blank checks
THIS CREDIT AGREEMENT dated as of January 2, 2007 (this “Agreement”) is entered into among KAPSTONE KRAFT PAPER CORPORATION, a Delaware corporation (the “Company”), the financial institutions that are or may from time to time become parties hereto (together with their respective successors and assigns, the “Lenders”) and LASALLE BANK NATIONAL ASSOCIATION (in its individual capacity, “LaSalle”), as administrative agent for the Lenders.
FORM OF VOTING AGREEMENTVoting Agreement • January 30th, 2018 • Kapstone Paper & Packaging Corp • Paper mills • Delaware
THIS VOTING AGREEMENT (this "Agreement") is made and entered into as of January 28, 2018 by and between WestRock Company, a Delaware corporation ("Parent"), and the undersigned stockholder (the "Stockholder") of KapStone Paper and Packaging Corporation, a Delaware corporation (the "Company").
CHANGE IN CONTROL SEVERANCE AGREEMENTChange in Control Severance Agreement • April 18th, 2018 • Kapstone Paper & Packaging Corp • Paper mills • Illinois
THIS AGREEMENT, effective February 28, 2018, is made by and between KapStone Paper and Packaging Corporation, a Delaware corporation, and Wilbur Kessinger (the “Employee”).
Exhibit 4.5 WARRANT AGREEMENT This Warrant Agreement (this "Agreement") made as of _________ __, 2005, by and between Stone Arcade Acquisition Corp., a Delaware corporation, with offices at c/o Stone-Kaplan Investments, LLC, One Northfield Plaza,...Warrant Agreement • August 1st, 2005 • Stone Arcade Acquisition CORP • Blank checks • New York
RECEIVABLES PURCHASE AGREEMENT DATED AS OF SEPTEMBER 26, 2014 AMONG KAPSTONE RECEIVABLES, LLC, AS THE SELLER, KAPSTONE PAPER AND PACKAGING CORPORATION, AS THE SERVICER, THE PURCHASERS FROM TIME TO TIME PARTY HERETO, AND WELLS FARGO BANK, N.A., AS...Receivables Purchase Agreement • October 1st, 2014 • Kapstone Paper & Packaging Corp • Paper mills • New York
On the terms and subject to the conditions set forth herein, each of the Purchasers severally agrees to purchase its Percentage of each of the offered Receivable Interests from time to time.
INTERCREDITOR AND COLLATERAL AGENCY AGREEMENT Dated as of July 1, 2008 By and Among BANK OF AMERICA, N.A., AS COLLATERAL AGENT And BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT UNDER THE CREDIT FACILITY AGREEMENT ON BEHALF OF THE SECURED LENDER...Intercreditor and Collateral Agency Agreement • March 10th, 2010 • Kapstone Paper & Packaging Corp • Paper mills
AMENDMENT NO. 2 TO RECEIVABLES PURCHASE AGREEMENTReceivables Purchase Agreement • June 8th, 2016 • Kapstone Paper & Packaging Corp • Paper mills • New York
THIS AMENDMENT NO. 2 TO RECEIVABLES PURCHASE AGREEMENT (this “Amendment”) is dated as of June 8, 2016, but effective of June 1, 2016 (the “Amendment Effective Date”), by and among:
FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • April 4th, 2014 • Kapstone Paper & Packaging Corp • Paper mills • New York
THIS FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”) dated as of April 2, 2014 is by and among KAPSTONE KRAFT PAPER CORPORATION, a Delaware corporation (the “Borrower”), KAPSTONE PAPER AND PACKAGING CORPORATION, a Delaware corporation (the “Parent”), certain subsidiaries of the Parent identified on the signature pages hereto as Guarantors, the Lenders identified on the signature pages hereto and BANK OF AMERICA, N.A., as Administrative Agent (the “Administrative Agent”), Swing Line Lender and L/C Issuer.
FIRST AMENDMENT TO CREDIT AGREEMENTCredit Agreement • May 3rd, 2007 • Kapstone Paper & Packaging Corp • Paper mills • Illinois
This First Amendment to Credit Agreement (this “Agreement”) is entered into this 1st day of May, 2007 by and among KAPSTONE KRAFT PAPER CORPORATION (the “Company”), the financial institutions party hereto (“Lenders”) and LASALLE BANK NATIONAL ASSOCIATION, as administrative agent for the Lenders (the “Agent”).
AMENDMENT NO. 3 TO RECEIVABLES PURCHASE AGREEMENTReceivables Purchase Agreement • June 5th, 2017 • Kapstone Paper & Packaging Corp • Paper mills • New York
THIS AMENDMENT NO. 3 TO RECEIVABLES PURCHASE AGREEMENT (this “Amendment”) is dated as of June 2, 2017, but effective as of June 1, 2017 (the “Amendment Effective Date”), by and among:
AgreementSchedule 13d/A • June 9th, 2009 • Kapstone Paper & Packaging Corp • Paper mills
The undersigned agree that this Schedule 13D/A, dated June 9, 2009, relating to Common Stock, $.0001 par value, of KapStone Paper and Packaging Corporation shall be filed on behalf of the undersigned.
ADOPTION AGREEMENTAdoption Agreement • December 16th, 2014 • Kapstone Paper & Packaging Corp • Paper mills
December 15, 2006Purchase Agreement • January 4th, 2007 • KapStone Paper & Packaging CORP • Blank checks
We refer to the Purchase Agreement, dated June 23, 2006 (the “Purchase Agreement”), by and between International Paper Company, Stone Arcade Acquisition Corporation and Kapstone Kraft Paper Corporation. Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to them in the Purchase Agreement.
Re: Limited Waiver and Amendment No. 2 to Note AgreementNote Purchase Agreement • April 1st, 2009 • Kapstone Paper & Packaging Corp • Paper mills • Illinois
This limited waiver and amendment letter (this “Letter”) makes reference to that certain Note Purchase Agreement, dated as of July 1, 2008 (as amended by Amendment No. 1 thereto dated as of August 25, 2008, the “Note Agreement”), among Kapstone Kraft Paper Corporation, a Delaware corporation (the “Company”), Kapstone Paper and Packaging Corporation, a Delaware corporation (the “Parent”), and The Prudential Insurance Company of America (“Prudential”). Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Note Agreement, as amended hereby.
AMENDMENT NO. 3 TO RECEIVABLES SALE AGREEMENTReceivables Sale Agreement • February 24th, 2017 • Kapstone Paper & Packaging Corp • Paper mills • New York
THIS AMENDMENT NO. 3 TO RECEIVABLES SALE AGREEMENT (this “Amendment”) is dated as of February 21, 2017 but effective as of February 1, 2017 (the “Amendment Effective Date”), by and among:
LEASE AGREEMENTLease Agreement • January 4th, 2007 • KapStone Paper & Packaging CORP • Blank checks • Arkansas
WARRANT CLARIFICATION AGREEMENTWarrant Clarification Agreement • August 14th, 2006 • Stone Arcade Acquisition CORP • Blank checks • New York
This Warrant Clarification Agreement (this “Agreement”), dated July 19, 2006, is to the Warrant Agreement, dated as of August 15, 2005 (the “Warrant Agreement”), by and between Stone Arcade Acquisition Corp., a Delaware corporation, with offices at c/o Stone-Kaplan Investments, LLC, One Northfield Plaza, Suite 480, Northfield, Illinois 60093 (“Company”), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at 17 Battery Place, New York, New York 10004 (“Warrant Agent”).
AMENDMENT NO. 4 TO RECEIVABLES PURCHASE AGREEMENTReceivables Purchase Agreement • June 1st, 2018 • Kapstone Paper & Packaging Corp • Paper mills • New York
THIS AMENDMENT NO. 4 TO RECEIVABLES PURCHASE AGREEMENT (this “Amendment”) is dated as of June 1, 2018 (the “Amendment Effective Date”), by and among:
RE: Amendment to Equity Purchase AgreementEquity Purchase Agreement • November 1st, 2016 • Kapstone Paper & Packaging Corp • Paper mills • Delaware
This letter agreement (“Agreement”) memorializes the mutual understanding of KapStone Kraft Paper Corporation (“Kraft”), KapStone Charleston Kraft LLC (“Charleston” and, together with Kraft, the “Buyers”), Victory Packaging Management, LLC (the “Sellers’ Representative”) and VP Holdco, Inc. (“VP Holdco” and, together with the Sellers’ Representative, the “Sellers”) with respect to the amendments to the Equity Purchase Agreement, dated as of May 4, 2015 (the “Purchase Agreement”), by and among the Buyers and the Sellers. Capitalized terms used but not otherwise defined or referenced herein shall have the meanings assigned to them in the Purchase Agreement.
AMENDMENT NO. 5 TO RECEIVABLES PURCHASE AGREEMENTReceivables Purchase Agreement • October 23rd, 2018 • Kapstone Paper & Packaging Corp • Paper mills • New York
THIS AMENDMENT NO. 5 TO RECEIVABLES PURCHASE AGREEMENT (this “Amendment”) is dated as of October 18, 2018 (the “Amendment Effective Date”), by and among:
AMENDMENT NO. 1 TO RECEIVABLES SALE AGREEMENTReceivables Sale Agreement • June 11th, 2015 • Kapstone Paper & Packaging Corp • Paper mills • New York
THIS AMENDMENT NO. 1 TO RECEIVABLES SALE AGREEMENT (this “Amendment”) is entered into as of June 10, 2015 (the “Amendment Effective Date”), by and among:
KAPSTONE PAPER AND PACKAGING CORPORATION RESTRICTED STOCK UNIT GRANT AGREEMENTRestricted Stock Unit Grant Agreement • April 14th, 2008 • Kapstone Paper & Packaging Corp • Paper mills • Delaware
This Award is subject to the terms and conditions set forth in this Restricted Stock Unit Grant Agreement, in the attached Exhibit A to this Restricted Stock Unit Grant Agreement, and in the attached Kapstone Paper and Packaging Corporation 2006 Incentive Plan, as amended from time to time before or after the date of this Award (the “Plan”), all of which are an integral part of and are hereby incorporated into this Restricted Stock Unit Grant Agreement. You may obtain a copy of any amendments to the Plan from the Company upon request. Capitalized terms used but not defined in this Agreement have the meanings specified in the Plan.
THIRD AMENDMENT TO CREDIT AGREEMENTCredit Agreement • January 4th, 2011 • Kapstone Paper & Packaging Corp • Paper mills • Illinois
THIS THIRD AMENDMENT TO CREDIT AGREEMENT (this “Agreement”) dated as of January 3, 2011 is by and among KAPSTONE KRAFT PAPER CORPORATION, a Delaware corporation (the “Borrower”), KAPSTONE PAPER AND PACKAGING CORPORATION, a Delaware corporation (the “Parent”), certain subsidiaries of the Parent identified on the signature pages hereto as Guarantors, the Lenders identified on the signature pages hereto and BANK OF AMERICA, N.A., as Administrative Agent (the “Administrative Agent”), Swing Line Lender and L/C Issuer.
AMENDED AND RESTATED UNIT PURCHASE OPTION CLARIFICATION AGREEMENTUnit Purchase Option Clarification Agreement • December 12th, 2006 • Stone Arcade Acquisition CORP • Blank checks • New York
This Amended and Restated Unit Purchase Option Clarification Agreement (this “Agreement”), dated December 7, 2006 amends and restates the Unit Purchase Option Clarification Agreement dated September 20, 2006, to the Unit Purchase Option, dated as of August 15, 2005 (the “Option”), issued by Stone Arcade Acquisition Corporation, a Delaware corporation, with offices at c/o Stone-Kaplan Investments, LLC, One Northfield Plaza, Suite 480, Northfield, Illinois 60093 (“Company”), to Morgan Joseph & Co. Inc., with offices at 600 Fifth Avenue, 19th Floor, New York, New York 10020 (“Option Holder”).
