0001104659-06-041248 Sample Contracts

Contract
Asset Purchase Agreement • June 13th, 2006 • Smurfit Stone Container Corp • Paperboard mills • New York

AMENDMENT NO. 3 dated as of June 9, 2006 (this “Amendment”), to the Credit Agreement dated as of November 1, 2004, as amended by Amendment No. 1 dated as of September 30, 2005, and Incremental Term Loan Assumption Agreement and Amendment No. 2 dated as of December 20, 2005 (the “Credit Agreement”), among SMURFIT-STONE CONTAINER CORPORATION, as Guarantor; SMURFIT-STONE CONTAINER ENTERPRISES, INC. and SMURFIT-STONE CONTAINER CANADA INC., as Borrowers; the LENDERS from time to time party thereto; DEUTSCHE BANK TRUST COMPANY AMERICAS, as Senior Agent, Administrative Agent, Collateral Agent, Swingline Lender and Revolving Facility Facing Agent; DEUTSCHE BANK AG, as Canadian Administrative Agent and Revolving (Canadian) Facility Facing Agent; and JPMORGAN CHASE BANK, N.A., as Senior Agent, Deposit Account Agent and Deposit Funded Facility Facing Agent.

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