Exhibit 10.1

AMENDMENT NO. 2 and WAIVER dated as of March 31, 2004 (this "Amendment"), to the THIRD AMENDED AND RESTATED
CREDIT AGREEMENT dated as of September 26, 2002 (as amended by Amendment No. 1 dated as of June 30, 2003, the "Credit Agreement"),
among Jefferson Smurfit Corporation (U.S.), a Delaware corporation (the "Borrower"); Smurfit-Stone Container Corporation, a Delaware corporation
("SSCC"); JSCE, Inc., a Delaware corporation ("JSCE"); the Lenders (as defined in the Credit
Agreement); the Managing Agents (as defined in the Credit Agreement); the Fronting Banks (as defined in the Credit Agreement); JPMorgan Chase Bank, a New York banking corporation formerly known as The
Chase Manhattan Bank ("JPMorgan"), and Deutsche Bank Trust Company Americas, a New York banking corporation formerly known as Bankers Trust Company
("DB"), as senior managing agents (in such capacity, the "Senior Managing Agents") for the Lenders; and
JPMorgan, as administrative agent (in such capacity, the "Administrative Agent") and collateral agent (in such capacity, the
"Collateral Agent") for the Lenders, and as swingline lender (in such capacity, the "Swingline Lender").

A.    Pursuant
to the terms and subject to the conditions contained in the Credit Agreement, the Lenders, the Swingline Lender and the Fronting Banks have extended, and have
agreed to extend, credit to the Borrower.

B.    The
Borrower, SSCC and JSCE have requested that the Credit Agreement be amended as set forth herein.

C.    The
Lenders are willing so to amend the Credit Agreement pursuant to the terms and subject to the conditions set forth herein.

D.    Capitalized
terms used but not otherwise defined herein shall have the meanings assigned to them in the Credit Agreement.

Accordingly,
in consideration of the mutual agreements herein contained and other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the
parties hereto agree as follows:



Date

AmountDecember 31, 2003

$
225,000,000March 31, 2004

$
175,000,000June 30, 2004

$
175,000,000September 30, 2004

$
175,000,000December 31, 2004

$
175,000,000March 31, 2005 and thereafter

$
350,000,000




1

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Date

RatioDecember 31, 2003

2.25 to 1.00March 31, 2004

1.50 to 1.00June 30, 2004

1.50 to 1.00September 30, 2004

1.50 to 1.00December 31, 2004

1.50 to 1.00March 31, 2005 and thereafter

2.50 to 1.00




Date

RatioJune 30, 2004

1.30 to 1.00September 30, 2004

1.30 to 1.00December 31, 2004

1.50 to 1.00March 31, 2005 and thereafter

1.75 to 1.00
"




2

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IN
WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their duly authorized officers, all as of the date and year first above written.

| |  | JEFFERSON SMURFIT CORPORATION (U.S.),
| |  | -------------------------------------
| |  | By                                   
| |  | SMURFIT-STONE CONTAINER CORPORATION, 
| |  | By                                   
| |  | JSCE, INC.,                          
| |  | By                                   
| |  |                                      

3

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| |  | JPMORGAN CHASE BANK, individually and as Administrative Agent, Collateral Agent, Swingline Lender and Senior Managing Agent,
| |  | ----------------------------------------------------------------------------------------------------------------------------
| |  | By                                                                                                                          
| |  | DEUTSCHE BANK TRUST COMPANY AMERICAS, individually and as Fronting Bank and Senior Managing Agent,                          
| |  | By                                                                                                                          
| |  | GUARANTORS                                                                                                                  
| |  | SMURFIT-STONE CONTAINER CORPORATION,                                                                                        
| |  | By                                                                                                                          
| |  | JSCE, INC.,                                                                                                                 
| |  | By                                                                                                                          
| |  | SMURFIT NEWSPRINT CORPORATION,                                                                                              
| |  | By                                                                                                                          
| |  | JSC CAPITAL CORPORATION,                                                                                                    
| |  | By                                                                                                                          
| |  |                                                                                                                             

4

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| |  | SIGNATURE PAGE TO AMENDMENT NO. 2 AND WAIVER DATED AS OF MARCH 31, 2004, TO THE THIRD AMENDED AND RESTATED JEFFERSON SMURFIT CORPORATION (U.S.) CREDIT AGREEMENT DATED AS OF SEPTEMBER 26, 2002
| |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | AIMCO CDO SERIES 2000-A                                                                                                                                                                        
| |  | By                                                                                                                                                                                             
| |  |                                                                                                                                                                                                
| |  | By                                                                                                                                                                                             
| |  | AIMCO CDO SERIES 2001-A                                                                                                                                                                        
| |  | By                                                                                                                                                                                             
| |  |                                                                                                                                                                                                
| |  | By                                                                                                                                                                                             
| |  | ALLSTATE LIFE INSURANCE COMPANY                                                                                                                                                                
| |  | By                                                                                                                                                                                             
| |  |                                                                                                                                                                                                
| |  | By                                                                                                                                                                                             
| |  | APEX (TRIMARAN) CDO I, LTD. BY TRIMARAN ADVISORS, L.L.C.                                                                                                                                       
| |  | By                                                                                                                                                                                             
| |  |                                                                                                                                                                                                

5

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| |  | CREDIT LYONNAIS NEW YORK BRANCH     
| |  | ------------------------------------
| |  | By                                  
| |  | CREDIT INDUSTRIEL ET COMMERCIAL     
| |  | By                                  
| |  |                                     
| |  | By                                  
| |  | CITIBANK N.A.                       
| |  | By                                  
| |  | HARBOUR TOWN FUNDING LLC            
| |  | By                                  
| |  | MUIRFIELD TRADING LLC               
| |  | By                                  
| |  | OLYMPIC FUNDING TRUST, SERIES 1999-1
| |  | By                                  
| |  | RIVIERA FUNDING LLC                 
| |  | By                                  
| |  |                                     

6

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| |  | SAWGRASS TRADING LLC                                                                      
| |  | ------------------------------------------------------------------------------------------
| |  | By                                                                                        
| |  | SFT TRADING, INC.                                                                         
| |  | By                                                                                        
| |  | SRF 2000, INC.                                                                            
| |  | By                                                                                        
| |  | GALLATIN FUNDING I LTD. BY: BEAR STEARNS ASSET MANAGEMENT INC. AS ITS COLLATERAL MANAGER  
| |  | By                                                                                        
| |  | GRAYSTON CLO 2001-01 LTD.
BY: BEAR STEARNS ASSET MANAGEMENT
INC. AS ITS COLLATERAL MANAGER
| |  |                                                                                           
| |  | By                                                                                        
| |  | BANK ONE, NA                                                                              
| |  | By                                                                                        
| |  | THE BANK OF NEW YORK                                                                      
| |  | By                                                                                        
| |  |                                                                                           

7

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| |  | BANK OF AMERICA, N.A                                                                     
| |  | -----------------------------------------------------------------------------------------
| |  | By                                                                                       
| |  | FIRST DOMINION FUNDING I                                                                 
| |  | By                                                                                       
| |  | SEQUILS-CUMBERLAND I, LTD.
BY: DEERFIELD CAPITAL MANAGEMENT LLC
AS ITS COLLATERAL MANAGER
| |  | By                                                                                       
| |  | ROSEMONT CLO, LTD.
BY: DEERFIELD CAPITAL MANAGEMENT LLC
AS ITS COLLATERAL MANAGER        
| |  | By                                                                                       
| |  | BRYN MAWR CLO, LTD.
BY: DEERFIELD CAPITAL MANAGEMENT LLC
AS ITS COLLATERAL MANAGER       
| |  | By                                                                                       
| |  | FOREST CREEK CLO, LTD.
BY: DEERFIELD CAPITAL MANAGEMENT LLC
AS ITS COLLATERAL MANAGER    
| |  | By                                                                                       
| |  |                                                                                          

8

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| |  | VAN KAMPEN CLO I, LIMITED
BY: VAN KAMPEN INVESTMENT ADVISORY
CORP. AS COLLATERAL MANAGER 
| |  | -----------------------------------------------------------------------------------------
| |  | By                                                                                       
| |  | VAN KAMPEN CLO II, LIMITED
BY: VAN KAMPEN INVESTMENT ADVISORY
CORP. AS COLLATERAL MANAGER
| |  | By                                                                                       
| |  | VAN KAMPEN SENIOR INCOME TRUST
BY: VAN KAMPEN INVESTMENT ADVISORY CORP.                  
| |  | By                                                                                       
| |  | THE BANK OF NOVA SCOTIA                                                                  
| |  | By                                                                                       
| |  | TCW SELECT LOAN FUND, LIMITED
BY: TCW ADVISORS, INC., AS ITS
COLLATERAL MANAGER          
| |  | By                                                                                       
| |  |                                                                                          
| |  | By                                                                                       
| |  | SEQUILS IV, LTD.
BY: TCW ADVISORS, INC.,
AS ITS COLLATERAL MANAGER                       
| |  | By                                                                                       
| |  |                                                                                          

9

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| |  |                                                                                  
| |  | ---------------------------------------------------------------------------------
| |  | By                                                                               
| |  | SEQUILS I, LTD.
BY: TCW ADVISORS, INC.,
AS ITS COLLATERAL MANAGER                
| |  | By                                                                               
| |  |                                                                                  
| |  | By                                                                               
| |  | CELERITY CLO LIMITED
BY: TCW ADVISORS, INC., AS AGENT                            
| |  | By                                                                               
| |  |                                                                                  
| |  | By                                                                               
| |  | EASTMAN HILL FUNDING I, LIMITED
BY: TCW ADVISORS, INC.,
AS ITS COLLATERAL MANAGER
| |  | By                                                                               
| |  | STANFIELD CLO LTD.
BY: STANFIELD CAPITAL PARTNERS LLC
AS ITS COLLATERAL MANAGER  
| |  | By                                                                               
| |  |                                                                                  

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| |  | STANFIELD ARBITRAGE CDO, LTD.
BY: STANFIELD CAPITAL PARTNERS LLC
AS ITS COLLATERAL MANAGER
| |  | ------------------------------------------------------------------------------------------
| |  | By                                                                                        
| |  | CASTLE HILL III CLO, LIMITED
BY: SANKATY ADVISORS, LLC
AS COLLATERAL MANGER               
| |  | By                                                                                        
| |  | CASTLE HILL IIINGOTS, LTD.
BY: SANKATY ADVISORS, LLC
AS COLLATERAL MANGER                
| |  | By                                                                                        
| |  | RACE POINT, LIMITED
BY: SANKATY ADVISORS, LLC
AS COLLATERAL MANGER                        
| |  | By                                                                                        
| |  | RACE POINT II CLO, LIMTED
BY: SANKATY ADVISORS, LLC
AS COLLATERAL MANGER                  
| |  | By                                                                                        
| |  | CASTLE HILL IINGOTS, LTD.
BY: SANKATY ADVISORS, LLC
AS COLLATERAL MANGER                 
| |  | By                                                                                        
| |  |                                                                                           

11

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| |  | THE PRUDENTIAL INSURANCE
COMPANY OF AMERICA
BY: PRUDENTIAL INVESTMENT MANAGEMENT, INC. AS INVESTMENT MANGER                                          
| |  | -----------------------------------------------------------------------------------------------------------------------------------------------------
| |  | By                                                                                                                                                   
| |  | OAK HILL SECURIES FUND, L.P.
BY: OAK HILL SECURITIES GENPAR, L.P.
ITS GENERAL PARTNER BY: OAK HILL SECURITIES MGP, INC.,
ITS GENERAL PARTNER         
| |  | By                                                                                                                                                   
| |  | OAK HILL SECURIES FUND II, L.P.
BY: OAK HILL SECURITIES GENPAR II, L.P.
ITS GENERAL PARTNER
BY: OAK HILL SECURITIES MGP II, INC.,
ITS GENERAL PARTNER
| |  | By                                                                                                                                                   
| |  | OAK HILL CREDIT PARTNERS I, LIMITED
BY: OAK HILL CLO MANAGEMENT I, LLC
AS INVESTMENT MANAGER                                                         
| |  | By                                                                                                                                                   
| |  | OAK HILL CREDIT PARTNERS II, LIMITED
BY: OAK HILL CLO MANAGEMENT II, LLC
AS INVESTMENT MANAGER                                                       
| |  | By                                                                                                                                                   
| |  |                                                                                                                                                      

12

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| |  | OAK HILL CREDIT PARTNERS III, LIMITED
BY: OAK HILL CLO MANAGEMENT III, LLC
AS INVESTMENT MANAGER
| |  | ------------------------------------------------------------------------------------------------
| |  | By                                                                                              
| |  | NORDEA BANK FINLAND PLC                                                                         
| |  | By                                                                                              
| |  |                                                                                                 
| |  | By                                                                                              
| |  | THE MITSUBISHI TRUST AND BANKING CORPORATION                                                    
| |  | By                                                                                              
| |  | KZH CRESCENT-2 LLC                                                                              
| |  | By                                                                                              
| |  | KZH CRESCENT-3 LLC                                                                              
| |  | By                                                                                              
| |  | KZH CYPRESSTREE-1 LLC                                                                           
| |  | By                                                                                              
| |  |                                                                                                 

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| |  | KZH ING-2 LLC                                                                                
| |  | ---------------------------------------------------------------------------------------------
| |  | By                                                                                           
| |  | KZH STERLING LLC                                                                             
| |  | By                                                                                           
| |  | SOCIETE GENERALE                                                                             
| |  | By                                                                                           
| |  | SARATOGA CLO I, LIMITED
BY: INVESCO SENIOR SECURED
MANAGEMENT, INC. AS ASSET MANAGER         
| |  | By                                                                                           
| |  | SEQUILS-LIBERTY, LTD.
BY: INVESCO SENIOR SECURED MANAGEMENT,
INC. AS COLLATERAL MANAGER      
| |  | By                                                                                           
| |  | INVESCO EUROPEAN CDO I S.A.
BY: INVESCO SENIOR SECURED MANAGEMENT,
INC. AS COLLATERAL MANAGER
| |  | By                                                                                           
| |  | AIM FLOATING RATE FUND
BY: INVESCO SENIOR SECURED
MANAGEMENT, INC. AS SUB-ADVISOR            
| |  | By                                                                                           
| |  |                                                                                              

14

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| |  | DIVERSIFIED CREDIT PORTFOLIO LTD.
BY: INVESCO SENIOR SECURED MANAGEMENT, INC. AS INVESTMENT ADVISOR
| |  | ---------------------------------------------------------------------------------------------------
| |  | By                                                                                                 
| |  | CHARTER VIEW PORTFOLIO
BY: INVESCO SENIOR SECURED MANAGEMENT, INC. AS INVESTMENT ADVISOR           
| |  | By                                                                                                 
| |  | AVALON CAPITAL LTD. 2
BY: INVESCO SENIOR SECURED MANAGEMENT, INC. AS PORTFOLIO ADVISOR             
| |  | By                                                                                                 
| |  | AVALON CAPITAL LTD.
BY: INVESCO SENIOR SECURED MANAGEMENT,
INC. AS PORTFOLIO ADVISOR               
| |  | By                                                                                                 
| |  | SEQUILSPILGRIM I, LTD
BY: ING INVESTMENTS, LLC
AS ITS INVESTMENT MANAGER                          
| |  | By                                                                                                 
| |  | ML CLO XII PILGRIM AMERICA (CAYMAN) LTD BY: ING INVESTMENTS, LLC AS ITS INVESTMENT MANAGER         
| |  | By                                                                                                 
| |  |                                                                                                    

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| |  | ML CLO XV PILGRIM AMERICA (CAYMAN) LTD BY: ING INVESTMENTS, LLC AS ITS INVESTMENT MANAGER
| |  | -----------------------------------------------------------------------------------------
| |  | By                                                                                       
| |  | ML CLO XX PILGRIM AMERICA (CAYMAN) LTD BY: ING INVESTMENTS, LLC AS ITS INVESTMENT MANAGER
| |  | By                                                                                       
| |  | ING PRIME RATE TRUST
BY: AELTUS INVESTMENT MANAGEMENT, INC.
AS ITS INVESTMENT MANAGER    
| |  | By                                                                                       
| |  | ING SENIOR INCOME FUND
BY: AELTUS INVESTMENT MANAGEMENT, INC.
AS ITS INVESTMENT MANAGER  
| |  | By                                                                                       
| |  | FORTIS CAPITAL CORP.                                                                     
| |  | By                                                                                       
| |  |                                                                                          
| |  | By                                                                                       
| |  | FOOTHILL INCOME TRUST II, L.P. BY: FIT II GP, LLC, ITS GENERAL PARTNER                   
| |  | By                                                                                       
| |  |                                                                                          

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| |  | FLEET NATIONAL BANK                                                                        
| |  | -------------------------------------------------------------------------------------------
| |  | By                                                                                         
| |  | FLAGSHIP CLO 2001-1                                                                        
| |  | By                                                                                         
| |  | FIDELITY ADVISOR SERIES II:
FIDELITY ADVISOR FLOATING RATE
HIGH INCOME FUND                
| |  | By                                                                                         
| |  | SENIOR DEBT PORTFOLIO
BY: BOSTON MANAGEMENT AND RESEARCH
AS INVESTMENT ADVISOR             
| |  | By                                                                                         
| |  | EATON VANCE SENIOR INCOME TRUST
BY: EATON VANCE MANAGEMENT
AS INVESTMENT ADVISOR           
| |  | By                                                                                         
| |  | EATON VANCE INSTITUTIONAL
SENIOR LOAN FUND
BY: EATON VANCE MANAGEMENT AS
INVESTMENT ADVISOR
| |  | By                                                                                         
| |  |                                                                                            

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| |  | OXFORD STRATEGIC INCOME FUND
BY: EATON VANCE MANAGEMENT AS
INVESTMENT ADVISOR            
| |  | -----------------------------------------------------------------------------------------
| |  | By                                                                                       
| |  | EATON VANCE CDO III, LTD.
BY: EATON VANCE MANAGEMENT AS
INVESTMENT ADVISOR               
| |  | By                                                                                       
| |  | COSTANTINUS EATON VANCE CDO V, LTD.
BY: EATON VANCE MANAGEMENT AS
INVESTMENT ADVISOR     
| |  | By                                                                                       
| |  | GRAYSON & CO
BY: BOSTON MANAGEMENT AND RESEARCH
AS INVESTMENT ADVISOR                    
| |  | By                                                                                       
| |  | BIG SKY SENIOR LOAN FUND, LTD.
BY: EATON VANCE MANAGEMENT
AS INVESTMENT ADVISOR          
| |  | By                                                                                       
| |  | EATON VANCE VT FLOATING-RATE
INCOME FUND
BY: EATON VANCE MANAGEMENT
AS INVESTMENT ADVISOR
| |  | By                                                                                       
| |  |                                                                                          

18

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| |  | WACHOVIA BANK                            
| |  | -----------------------------------------
| |  | By                                       
| |  | CARLYLE HIGH YIELD PARTNERS IV, LTD.     
| |  | By                                       
| |  | CARLYLE HIGH YIELD PARTNERS III, LTD.    
| |  | By                                       
| |  | CARLYLE HIGH YIELD PARTNERS II, LTD.     
| |  | By                                       
| |  | CARLYLE HIGH YIELD PARTNERS, L.P.        
| |  | By                                       
| |  | TRANSAMERICA BUSINESS CAPITAL CORPORATION
| |  | By                                       
| |  | GENERAL ELECTRIC CAPITAL CORPORATION     
| |  | By                                       

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