THIRD AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT

Exhibit 10.22

Execution Copy

THIRD AMENDMENT TO

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

THIS THIRD AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”) dated as of July 26, 2017 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 and Voting Participants 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.

W I T N E S S E T H

WHEREAS, the Borrower, the Parent, the other Guarantors party thereto, the Lenders party thereto, and the Administrative Agent have entered into that certain Second Amended and Restated Credit Agreement dated as of June 1, 2015 (as amended, restated, modified or supplemented from time to time, the “Credit Agreement”);

WHEREAS, the Borrower has requested that the Lenders and Voting Participants agree to certain amendments to the Credit Agreement; and

WHEREAS, the Lenders and Voting Participants are willing to agree to certain amendments to the Credit Agreement subject to the terms and conditions specified in this Agreement;

NOW, THEREFORE, IN CONSIDERATION of the premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1. Defined Terms.  Capitalized terms used herein but not otherwise defined herein shall have the meanings provided to such terms in the Credit Agreement.

2. Amendments.  Subject to the other terms and conditions of this Agreement (including the conditions precedent set forth in Section 3 hereof), the Credit Agreement is hereby amended as follows:

(a) In the definition of “EBITDA” in Section 1.01 of the Credit Agreement, clause (h) is hereby amended and restated in its entirety to read as follows:

“(h) “cold mill” maintenance outage costs in an aggregate amount of (i) up to $8,000,000 for the period from the Closing Date through December 31, 2015, (ii) up to $8,000,000 for the period from January 1, 2016 through the termination of this Agreement (it being understood that such add-back shall only be permitted in connection with one such outage for each of the foregoing clauses (i) and (ii) during the term of this Agreement) and (iii) solely in connection with the project to repair and restore recovery boiler #9 at the KapStone Charleston Kraft LLC mill located in North Charleston, South Carolina, up to $18,000,000 for Fiscal Year 2018, but, with respect to each of the foregoing clauses (i) — (iii), only to the extent that the aggregate amount of such costs for such period is equal to or exceeds the actual expense allocable to such outage during such period, with the net add-back amount not to be less than $0,”

(b) The table in Section 7.14(a) of the Credit Agreement is hereby amended to read as follows:

Calendar Year		March 31		June 30		September 30		December 31
2016		4.50:1.00		4.50:1.00		4.50:1.00		4.50:1.00
2017		4.50:1.00		4.50:1.00		4.50:1.00		4.50:1.00
2018		4.25:1.00		4.00:1.00		3.75:1.00		3.75:1.00
Thereafter		3.75:1.00		3.75:1.00		3.75:1.00		3.75:1.00

3. Conditions Precedent to Effectiveness.  This Agreement shall become effective as of the date hereof upon the satisfaction of the following conditions:

(a) Execution of Counterparts of Agreement.  Receipt by the Administrative Agent of counterparts of this Agreement duly executed by the Borrower, the Parent, the other Guarantors, the Administrative Agent and the Required Lenders; and

(b) Fees and Expenses.  The payment by the Borrower to (i) the Administrative Agent, for the account of each Lender and Voting Participant that signs this Agreement prior to Tuesday, July 25 at 5:00 p.m. Eastern time, an amendment fee equal to 5 basis points on the aggregate amount of such Lender’s Term Loans and Revolving Credit Commitment as of the closing date of this Agreement and (ii) the Administrative Agent (or one of its Affiliates) of all reasonable out of pocket costs and expenses of the Administrative Agent for which invoices have been received by the Borrower at least one (1) Business Day prior to the date hereof in connection with the preparation, execution and delivery of this Agreement (including, without limitation, to the extent the Borrower has received an invoice therefor at least one (1) Business Day prior to the date hereof, the reasonable fees and expenses of Xxxxx & Xxx Xxxxx PLLC, special counsel to the Administrative Agent).

4. Representations and Warranties.  Each Loan Party hereby represents and warrants that (a) it is duly authorized to execute and deliver, and perform its obligations under, this Agreement; (b) the execution, delivery and performance by it of this Agreement do not and will not (i) require any consent or approval of any governmental agency or authority (other than any consent or approval which has been obtained and is in full force and effect), (ii) conflict with (A) any provision of Law, (B) the charter, by-laws or other organizational documents of any Loan Party or (C) any agreement, indenture, instrument or other document material to the business of any Loan Party, or any judgment, order or decree, which is binding upon any Loan Party or any of their respective properties; (c) the representations and warranties contained in Article V of the Credit Agreement and in any other Loan Document are true and correct in all material respects (except to the extent already qualified by materiality pursuant to the terms thereof) on and as of the date hereof as though made on and as of such date, except for those which expressly relate to an earlier date, in which case they are true and correct in all material respects (except to the extent already qualified by materiality pursuant to the terms thereof) as of such date; and (d) no Default or Event of Default exists under the Credit Agreement on and as of the date hereof and after giving effect to this Agreement, or will occur as a result of the transactions contemplated hereby.

5. No Other Changes; Ratification.  Except as expressly modified or waived hereby, all of the terms and provisions of the Credit Agreement (including schedules and exhibits thereto) and the other Loan Documents shall remain in full force and effect.  The term “this Agreement” or “Credit Agreement” and all similar references as used in each of the Loan Documents shall hereafter mean the Credit Agreement as modified by this Agreement.  This Agreement shall constitute a “Loan Document” under, and as defined in, the Credit Agreement.  Except as herein specifically agreed, the Credit Agreement and the other Loan Documents are hereby ratified and confirmed and shall remain in full force and effect

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according to their terms.  This Agreement shall be effective only to the extent specifically set forth herein and shall not (i) be construed as a waiver of any breach or default nor as a waiver of any breach or default of which the Lenders have not been informed by the Borrower, (ii) affect the right of the Lenders to demand compliance by the Loan Parties with all terms and conditions of the Credit Agreement and other Loan Documents in all other instances, (iii) be deemed a waiver of any transaction or future action on the part of the Loan Parties requiring the Lenders’ or the Required Lenders’ consent or approval under the Credit Agreement or other Loan Documents, or (iv) be deemed or construed to be a waiver or release of, or a limitation upon, the Administrative Agent’s or the Lenders’ exercise of any rights or remedies under the Credit Agreement or any other document executed or delivered in connection therewith, whether arising as a consequence of any Event of Default which may now exist or otherwise, all such rights and remedies hereby being expressly reserved.

6. Expenses.  The Borrower agrees to pay all reasonable costs and expenses in connection with the preparation, execution and delivery of this Agreement, including without limitation the reasonable fees and expenses of Xxxxx & Xxx Xxxxx PLLC, special counsel to the Administrative Agent.

7. Acknowledgment of Guarantors.  The Guarantors acknowledge and consent to all of the terms and conditions of this Agreement and agree that this Agreement and any documents executed in connection herewith do not operate to reduce or discharge the Guarantors’ obligations under the Credit Agreement or the other Loan Documents.

8. Affirmation of Liens. Each Loan Party affirms the liens and security interests created and granted by it in the Loan Documents (including, but not limited to, the Security Agreement) and agrees that this Agreement shall in no manner adversely affect or impair such liens and security interests.

9. Counterparts; Facsimile/Email.  This Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed an original and it shall not be necessary in making proof of this Agreement to produce or account for more than one such counterpart.  Delivery of an executed counterpart of this Agreement by telecopy or electronic mail by any party hereto shall be effective as such party’s original executed counterpart.

10. Governing Law.  This Agreement shall be deemed to be a contract made under, and for all purposes shall be construed in accordance with, the laws of the State of New York (including Sections 5-1401 and 5-1402 of the General Obligations Law of the State of New York but otherwise without regard to the conflict of law principles thereof).

11. Entirety. This Agreement and the other Loan Documents embody the entire agreement between the parties and supersede all prior agreements and understandings, if any, relating to the subject matter hereof.  These Loan Documents represent the final agreement between the parties and may not be contradicted by evidence of prior, contemporaneous or subsequent oral agreements of the parties.  There are no oral agreements between the parties.

[SIGNATURE PAGES FOLLOW]

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IN WITNESS WHEREOF, each of the parties hereto has caused a counterpart of this Agreement to be duly executed and delivered as of the date first above written.

BORROWER:	KAPSTONE KRAFT PAPER CORPORATION,
	a Delaware corporation
	By:	/s/ Xxxxxx X. Xxxxxx
	Name:	Xxxxxx X. Xxxxxx
	Title:	Vice President and CFO
GUARANTORS:	KAPSTONE PAPER AND PACKAGING CORPORATION,
	a Delaware corporation
	By:	/s/ Xxxxxx X. Xxxxxx
	Name:	Xxxxxx X. Xxxxxx
	Title:	Executive Vice President and CFO
	KAPSTONE CHARLESTON KRAFT LLC,
	a Delaware limited liability company
	By:	/s/ Xxxxxx X. Xxxxxx
	Name:	Xxxxxx X. Xxxxxx
	Title:	Vice President and CFO
	KAPSTONE CONTAINER CORPORATION,
	a Georgia corporation
	By:	/s/ Xxxxxx X. Xxxxxx
	Name:	Xxxxxx X. Xxxxxx
	Title:	Vice President and CFO
	LONGVIEW FIBRE PAPER AND PACKAGING, INC.,
	a Washington corporation
	By:	/s/ Xxxxxx X. Xxxxxx
	Name:	Xxxxxx X. Xxxxxx
	Title:	CFO
	VICTORY PACKAGING, L.P.,
	a Texas limited partnership
	By:	/s/ Xxxxxx X. Xxxxxx
	Name:	Xxxxxx X. Xxxxxx
	Title:	Vice President

KAPSTONE KRAFT PAPER CORPORATION

THIRD AMENDMENT TO

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

	VICTORY PACKAGING MAQUILLA XXXX LLC,
	a Texas limited liability company
	By:	/s/ Xxxxxx X. Xxxxxx
	Name:	Xxxxxx X. Xxxxxx
	Title:	Vice President
	ORANGE BOXER INVESTMENTS, LLC,
	a Delaware limited liability company
	By:	/s/ Xxxxxx X. Xxxxxx
	Name:	Xxxxxx X. Xxxxxx
	Title:	Treasurer
	ORANGE BOXER OPERATIONS, LLC,
	a Delaware limited liability company
	By:	/s/ Xxxxxx X. Xxxxxx
	Name:	Xxxxxx X. Xxxxxx
	Title:	Treasurer
	CENTRAL FLORIDA BOX, LLC, a Delaware limited liability company
	By:	/s/ Xxxxxx X. Xxxxxx
	Name:	Xxxxxx X. Xxxxxx
	Title:	Vice President and CFO
	CONPACK INVESTMENTS, LLC, a Delaware limited liability company
	By:	/s/ Xxxxxx X. Xxxxxx
	Name:	Xxxxxx X. Xxxxxx
	Title:	Vice President and CFO
ADMINISTRATIVE	BANK OF AMERICA, N.A.,
AGENT:	as Administrative Agent
	By:	/s/ Xxxx X Xxxxxxx
	Name:	Xxxx X Xxxxxxx
	Title:	Assistant Vice President
LENDERS:	BANK OF AMERICA, N.A.,
	as a Lender, L/C Issuer and Swing Line Lender
	By:	/s/ Xxxxxx Xxxxxxx
	Name:	Xxxxxx Xxxxxxx
	Title:	Senior Vice President

KAPSTONE KRAFT PAPER CORPORATION

THIRD AMENDMENT TO

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

	BARCLAYS BANK PLC,
	as a Lender
	By:	/s/ Xxxxxx Xxxxx
	Name:	Xxxxxx Xxxxx
	Title:	Vice President
	COMPEER FINANCIAL, PCA (successor by merger to 1st Farm Credit Services, PCA),
	as a Lender
	By:	/s/ Xxxxx X. Xxxxxxxxx
	Name:	Xxxxx X. Xxxxxxxxx
	Title:	Director, Capital Markets
	AGCHOICE FARM CREDIT, ACA,
	as a Lender
	By:	/s/ Xxxxxx X. Xxxxxx
	Name:	Xxxxxx X. Xxxxxx
	Title:	Vice President
	AGFIRST FARM CREDIT BANK,
	as a Lender
	By:	/s/ Xxxx Xxxxxxxx
	Name:	Xxxx Xxxxxxxx
	Title:	Vice President
	COMPEER FINANCIAL, PCA (successor by merger to AgStar Financial Services, PCA),
	as a Lender
	By:	/s/ Xxxxx X. Xxxxxxxxx
	Name:	Xxxxx X. Xxxxxxxxx
	Title:	Director, Capital Markets
	AMERICAN AGCREDIT, PCA,
	as a Lender
	By:	/s/ Xxxxxxx X. Xxxxx
	Name:	Xxxxxxx X. Xxxxx
	Title:	Vice President
	AMERICAN SAVINGS BANK, F.S.B.,
	as a Lender
	By:	/s/ Xxxx X. Xxxxxx
	Name:	Xxxx X. Xxxxxx
	Title:	First Vice President

KAPSTONE KRAFT PAPER CORPORATION

THIRD AMENDMENT TO

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

	BANKPLUS,
	as a Lender
	By:	/s/ Xxx Xxxxxx
	Name:	Xxx Xxxxxx
	Title:	SVP
	BMO XXXXXX BANK, N.A.,
	as a Lender
	By:	/s/ Xxxxxxx X. Hong
	Name:	Xxxxxxx X. Hong
	Title:	Assistant Vice President
	CITIZENS BANK NATIONAL ASSOCIATION,
	as a Lender
	By:	/s/ Xxxxxx Xxxx
	Name:	Xxxxxx Xxxx
	Title:	Senior Vice President
	COBANK, ACB,
	as a Lender
	By:	/s/ Xxxxxxx Xxxxxxx
	Name:	Xxxxxxx Xxxxxxx
	Title:	Vice President
	COMPASS BANK,
	as a Lender
	By:	/s/ Xxxxxxx Song
	Name:	Xxxxxxx Song
	Title:	Senior Vice President
	COÖPERATIEVE RABOBANK U.A., NEW YOR.K BRANCH, (formerly known as COÖPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A., “RABOBANK NEDERLAND”, NEW YORK BRANCH),
	as a Lender
	By:	/s/ Xxxxx Xxxxx
	Name:	Xxxxx Xxxxx
	Title:	Executive Director
	By:	/s/ Xxxxx Xxxxxx
	Name:	Xxxxx Xxxxxx
	Title:	Managing Director

KAPSTONE KRAFT PAPER CORPORATION

THIRD AMENDMENT TO

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

	FARM CREDIT BANK OF TEXAS,
	as a Lender
	By:	/s/ Xxxxx X. Xxxxxx
	Name:	Xxxxx X. Xxxxxx
	Title:	Vice President
	FARM CREDIT SERVICES OF AMERICA, PCA,
	as a Lender
	By:	/s/ Xxxxx Xxxx
	Name:	Xxxxx Xxxx
	Title:	Vice President
	FIFTH THIRD BANK,
	as a Lender
	By:	/s/ Xxxx X. Xxxxx
	Name:	Xxxx X. Xxxxx
	Title:	SVP
	FIRST TENNESSEE BANK NATIONAL ASSOCATION,
	as a Lender
	By:	/s/ Xxxxxxxxx X Xxxxxxx
	Name:	Xxxxxxxxx X Xxxxxxx
	Title:	Senior Vice President
	FIRST MIDWEST BANK,
	as a Lender
	By:	/s/ Xxxxxx X. Xxxxx
	Name:	Xxxxxx X. Xxxxx
	Title:	Senior Vice President
	FIRST NATIONAL BANK OF OMAHA,
	as a Lender
	By:	/s/ Xxxxxx Xxxxx
	Name:	Xxxxxx Xxxxx
	Title:	Vice President
	THE NORTHERN TRUST COMPANY,
	as a Lender
	By:	/s/ Xxxxxxxx Xxxxxxx
	Name:	Xxxxxxxx Xxxxxxx
	Title:	Second Vice President

KAPSTONE KRAFT PAPER CORPORATION

THIRD AMENDMENT TO

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

	THE HUNTINGTON NATIONAL BANK,
	as a Lender, both for itself and as successor-in-interest to
	FIRSTMERIT BANK, N.A.
	By:	/s/ Xxxx Xxxxx
	Name:	Xxxx Xxxxx
	Title:	Vice President
	PNC BANK, NATIONAL ASSOCIATION,
	as a Lender
	By:	/s/ Xxxxxxx Xxxxx
	Name:	Xxxxxxx Xxxxx
	Title:	Vice President
	SUMITOMO MITSUI BANKING CORPORATION
	as a Lender
	By:	/s/ Xxxxxxxxx Xxxx
	Name:	Xxxxxxxxx Xxxx
	Title:	Managing Director
	SUNTRUST BANK,
	as a Lender
	By:	/s/ Xxxx Xxxxxxx
	Name:	Xxxx Xxxxxxx
	Title:	Director
	TD BANK, N.A.,
	as a Lender
	By:	/s/ Xxxxxxx Xxxxxxxxxx
	Name:	Xxxxxxx Xxxxxxxxxx
	Title:	Senior Vice President
	THE PRIVATEBANK & TRUST CO.,
	as a Lender
	By:	/s/ Xxxxxxxxxxx X. Xxxxxxxx
	Name:	Xxxxxxxxxxx X. Xxxxxxxx
	Title:	Associate Managing Director
	U.S. BANK NATIONAL ASSOCIATION,
	as a Lender
	By:	/s/ Xxxx Xxx Xxxxx
	Name:	Xxxx Xxx Xxxxx
	Title:	Senior Vice President

KAPSTONE KRAFT PAPER CORPORATION

THIRD AMENDMENT TO

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

	XXXXX FARGO BANK, NATIONAL ASSOCIATION,
	as a Lender
	By:	/s/ Xxxxxx Xxxxx
	Name:	Xxxxxx Xxxxx
	Title:	Director
	FIRST BANK OF HIGHLAND PARK,
	as a Lender
	By:	/s/ Xxxx XxXxxxxx
	Name:	Xxxx XxXxxxxx
	Title:	Senior Vice President
	AGRIBANK, FCB,
	as a Voting Participant
	By:	/s/ Xxxx Xxxxxx
	Name:	Xxxx Xxxxxx
	Title:	VP Lending
	COMPEER FINANCIAL, FLCA (successor by merger to Badgerland Financial, FLCA),
	as a Voting Participant
	By:	/s/ Xxxxx X. Xxxxxxxxx
	Name:	Xxxxx X. Xxxxxxxxx
	Title:	Director, Capital Markets
	CAPITAL FARM CREDIT,
	as a Voting Participant
	By:	/s/ Xxxxxx X Xxxxxx
	Name:	Xxxxxx X Xxxxxx
	Title:	SVP — Capital Markets
	FARM CREDIT MID-AMERICA, FLCA,
	as a Voting Participant
	By:	/s/ Xxxxxxx Xxxxxxxx
	Name:	Xxxxxxx Xxxxxxxx
	Title:	Vice President Capital Markets
	FARM CREDIT OF CENTRAL FLORIDA, ACA,
	as a Voting Participant
	By:	/s/ D. Xxxxx Xxxxxxxx
	Name:	D. Xxxxx Xxxxxxxx
	Title:	Chief Operating Officer

KAPSTONE KRAFT PAPER CORPORATION

THIRD AMENDMENT TO

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

	FARM CREDIT WEST, FLCA,
	as a Voting Participant
	By:	/s/ Ben Xxxxxxx
	Name:	Ben Xxxxxxx
	Title:	Vice President
	FIRST SOUTH FARM CREDIT, ACA,
	as a Voting Participant
	By:	/s/ Xxxx X. Xxxx
	Name:	Xxxx X. Xxxx
	Title:	Vice President
	MIDATLANTIC FARM CREDIT, ACA agent/nominee for its wholly owned subsidiary, MidAtlantic Farm Credit, FLCA,
	as a Voting Participant
	By:	/s/ Xxxxx X. Xxxxx, Xx.
	Name:	Xxxxx X. Xxxxx, Xx.
	Title:	Vice-President
	FCS COMMERCIAL FINANCE GROUP, FOR AGCOUNTRY FARM CREDIT SERVICES, FLCA,
	as a Voting Participant
	By:	/s/ Xxxx Xxxxxxx
	Name:	Xxxx Xxxxxxx
	Title:	Vice President
	NORTHWEST FARM CREDIT SERVICES, FLCA,
	as a Voting Participant
	By:	/s/ Xxxxxx X. Xxxxx
	Name:	Xxxxxx X. Xxxxx
	Title:	Vice President
	GREENSTONE FARM CREDIT SERVICES, ACA/FLCA,
	as a Voting Participant
	By:	/s/ Xxxx Xxxxxx
	Name:	Xxxx Xxxxxx
	Title:	SVP of Capital Markets
	LONE STAR AG CREDIT,
	as a Voting Participant
	By:	/s/ Xxxx Xxxxxxx
	Name:	Xxxx Xxxxxxx
	Title:	VP Commercial Credit
	FARM CREDIT EAST, ACA,
	as a Voting Participant
	By:	/s/ Xxxx X. Xxxxxxx
	Name:	Xxxx X. Xxxxxxx
	Title:	Vice President

KAPSTONE KRAFT PAPER CORPORATION

THIRD AMENDMENT TO

SECOND AMENDED AND RESTATED CREDIT AGREEMENT