0001104659-07-000636 Sample Contracts

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, and
Credit 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.

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December 15, 2006
Purchase 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.

LEASE AGREEMENT
Lease Agreement • January 4th, 2007 • KapStone Paper & Packaging CORP • Blank checks • Arkansas
AGREEMENT FOR THE PROVISION OF TRANSITION SERVICES
Agreement for the Provision of Transition Services • January 4th, 2007 • KapStone Paper & Packaging CORP • Blank checks • Tennessee

THIS AGREEMENT (this “Agreement”), effective as of 12.01 am on January 1, 2007 (the “Effective Date”), by and among International Paper Company, a New York corporation (the “Seller”) and Kapstone Kraft Paper Corporation, a Delaware corporation (“Buyer”). Buyer is referred to herein as the “Service Receiver,” and Seller is referred to herein as the “Service Provider.”

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