Exhibit 10.8  EXECUTION COPY  FIRST AMENDMENT TO CREDIT
AGREEMENT  THIS
FIRST AMENDMENT TO CREDIT AGREEMENT (this Amendment) dated as of August 25,
2008 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.  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 Credit
Agreement dated as of June 12, 2008 (as modified by this Amendment, that
certain Joinder Agreement dated as of July 15, 2008 among Cogen South
L.L.C., the Administrative Agent and Bank of America, N.A., as Collateral
Agent, and as may be further amended, restated, modified or supplemented from
time to time, the Credit Agreement);  WHEREAS,
the Borrower has requested that the Lenders amend the Credit Agreement to
modify certain provisions contained therein; and  WHEREAS,
the Required Lenders have agreed to amend the Credit Agreement on the terms and
subject to the conditions set forth herein.  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, as amended hereby.  2.             Amendments.  Subject to the satisfaction of
the conditions precedent set forth in Section 3 hereof, clause (v) contained
in Section 2.05(b) of the Credit
Agreement is hereby amended by (a) deleting the word Immediately
appearing at the beginning of the first sentence thereof, (b) capitalizing
the word upon appearing at the beginning of the first sentence thereof and (c) adding
the following sentence to the end of such clause:  Such
Net Cash Proceeds shall be used to prepay the Senior Debt as follows: (A) with
respect to all such Net Cash Proceeds received during the Fiscal Year ending December 31,
2008, (x) within seven (7) days of each date on which the aggregate
amount of all Net Cash Proceeds received by the Loan Parties or their
Subsidiaries from the exercise of any Warrants not previously used to prepay
the Senior Debt in accordance with Section


2.05(b) (the
Unremitted Warrant Proceeds) equals $10,000,000 or more and (y) with
respect to all remaining Unremitted Warrant Proceeds from such period, within
90 days after the end of such Fiscal Year and (B) with respect to all such
Net Cash Proceeds received during each fiscal quarter thereafter, (x) within
seven (7) days of each date on which the aggregate amount of all
Unremitted Warrant Proceeds equals $10,000,000 or more and (y) with
respect to all remaining Unremitted Warrant Proceeds from such period, within
seven (7) days after the end of each fiscal quarter.  3.             Condition Precedent to Effectiveness.  This Amendment shall become effective as of
the date hereof upon the satisfaction of the following conditions:  (a)           Execution
of Counterparts of Amendment. 
Receipt by the Administrative Agent of counterparts of this Amendment
duly executed by the Borrower, the Parent, the Guarantors, the Administrative
Agent and the Required Lenders;  (b)           Amendment
to Note Purchase Agreement.  Receipt
by the Administrative Agent of a copy of an amendment under that certain Note
Purchase Agreement, dated as of July 1, 2008, among the Borrower, the
Parent, and the Purchasers identified therein, amending (among other things)
paragraph 4E(5) thereof and otherwise in form and substance satisfactory
to the Administrative Agent, executed by the Borrower, the Parent and the
Purchasers, and such amendment shall be in full force and effect; and  (c)           Fees
and Expenses.  The payment by the
Borrower to the Administrative Agent (or its Affiliates) of all fees and
expenses which are due and payable as of the date hereof under the Credit
Agreement, including all reasonable out of pocket costs and expenses of the
Administrative Agent in connection with the preparation, execution and delivery
of this Amendment (including, without limitation, the reasonable fees and
expenses of Moore & Van Allen PLLC, special counsel to the
Administrative Agent).  4.             Representations
and Warranties.  Each Loan Party
hereby represents and warrants that (a) it has the requisite corporate
power and authority to execute, deliver and perform this Amendment, (b) it
is duly authorized to, and has been authorized by all necessary corporate
action to, execute, deliver and perform this Amendment, (c) no consent,
approval, authorization or order of, or filing, registration or qualification
with, any court or governmental authority or third party is required in
connection with the execution, delivery or performance by it of this Amendment,
(d) the execution, delivery and performance by it of this Amendment 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, (e) the representations and warranties contained in
Article V of the Credit Agreement are true and correct in all material
respects 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  2


case
they are true and correct in all material respects as of such date) and (f) no
Default or Event of Default exists under the Credit Agreement on and as of the
date hereof and after giving effect to this Amendment, 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 amended by this Amendment.  This Amendment shall constitute a Loan
Document under, and as defined in, the Credit Agreement.  Except as herein specifically agreed, the
Credit Agreement is hereby ratified and confirmed and shall remain in full
force and effect according to its terms. 
This Amendment 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 other than as specifically waived herein 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 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 (iv) be deemed or construed to be a wavier
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 Amendment, including without limitation the reasonable fees and
expenses of Moore & Van Allen 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 Amendment
and agree that this Amendment 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 Amendment shall in no manner adversely
affect or impair such liens and security interests.  9.             Counterparts;
Facsimile/Email.  This Amendment 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 Amendment to produce or account for more than one such
counterpart.  Delivery of an executed
counterpart of this Amendment by telecopy or  3


electronic
mail by any party hereto shall be effective as such partys original executed
counterpart.  10.           Governing
Law.  This Amendment 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 Illinois.  11.           Entirety.
This Amendment 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]  4


IN WITNESS WHEREOF, each of the parties hereto has
caused a counterpart of this Amendment to be duly executed and delivered as of
the date first above written.  BORROWER:
  KAPSTONE KRAFT PAPER CORPORATION,a Delaware corporationBy:
  /s/ Andrea TarboxName:
  Andrea TarboxTitle:
  Treasurer and CFOGUARANTORS:
  KAPSTONE PAPER AND PACKAGING CORPORATION,a Delaware corporationBy:
  /s/ Andrea TarboxName:
  Andrea TarboxTitle:
  VP and CFOKAPSTONE CHARLESTON KRAFT LLC,a Delaware limited liability companyBy:
  /s/ Andrea TarboxName:
  Andrea TarboxTitle:
  Treasurer and CFOCOGEN SOUTH L.L.C.,a Delaware limited liability companyBy:
  /s/ Andrea TarboxName:
  Andrea TarboxTitle:
  Treasurer and CFO


ADMINISTRATIVE
  BANK OF AMERICA, N.A.,AGENT:
  as Administrative AgentBy:
  /s/ Suzanne M. PaulName:
  Suzanne M. PaulTitle:
  Vice President


LENDERS:
  BANK OF AMERICA, N.A.,as a Lender, L/C Issuer and Swing Line LenderBy:
  /s/ David BalonName:
  David BalonTitle:
  VP


GENERAL ELECTRIC CAPITAL CORPORATION,as a LenderBy:
  /s/ Dwayne CokerName:
  Dwayne CokerTitle:
  Duly Authorized Signatory


COBANK, ACB,as a LenderBy:
  /s/ Michael TousignantName:
  Michael TousignantTitle:
  Vice President


NORTHWEST FARM CREDIT SERVICES, PCA,as a LenderBy:
  /s/ Jim D. AllenName:
  Jim D. AllenTitle:
  Senior Vice President


FARM CREDIT SERVICES OF AMERICA, PCA,as a LenderBy:
  /s/ Steven L. MooreName:
  Steven L. MooreTitle:
  Vice President


AGFIRST FARM CREDIT BANK,as a LenderBy:
  /s/ Matt JeffordsName:
  Matt JeffordsTitle:
  Assistant Vice President


COOPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A.,
  RABOBANK NEDERLAND NEW YORK BRANCH,as a LenderBy:
  /S/ Andrew ShermanName:
  Andrew ShermanTitle:
  Executive DirectorBy:
  /S/ Peter DuncanName:
  Peter DuncanTitle:
  Managing Director


SUNTRUST BANK,as a LenderBy:
  /s/ Robert MaddoxName:
  Robert MaddoxTitle:
  Director


TD BANK, N.A.,as a LenderBy:
  /s/ Susanna C. SattenName:
  Susanna C. SattenTitle:
  Assistant Vice President


THE NORTHERN TRUST COMPANY,as a LenderBy:
  /s/ Brandon RolekName:
  Brandon RolekTitle:
  Vice President


FIRST TENNESSEE BANK NATIONAL ASSOCIATION,as a LenderBy:
  /s/ James H. Moore, Jr.Name:
  James H. Moore, Jr.Title:
  Sr. Vice President


GREENSTONE FARM CREDIT SERVICES ACA/FLCAas a LenderBy:
  /S/ Jeff PavlikName:
  Jeff PavlikTitle:
  Vice President