0001104659-11-000238 Sample Contracts

THIRD AMENDMENT TO CREDIT AGREEMENT
Credit 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.

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AMENDMENT TO PURCHASE AGREEMENT
Purchase Agreement • January 4th, 2011 • Kapstone Paper & Packaging Corp • Paper mills

This Amendment dated as of January 4, 2011 , to the Purchase Agreement dated as of June 23, 2006, among International Paper Company, a New York corporation (“Seller”), KapStone Paper and Packaging Corporation, a Delaware corporation (“Parent”), formerly known as Stone Arcade Acquisition Corporation, and KapStone Kraft Paper Corporation , a Delaware corporation (“Buyer”). Capitalized terms used herein which are not defined shall have the meanings ascribed to such terms in the Purchase Agreement.

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