Exhibit
10.10


FORM OF


AGREEMENT


FOR THE PROVISION OF
TRANSITION SERVICES


BY AND AMONG


INTERNATIONAL PAPER COMPANY


AND


KAPSTONE KRAFT PAPER COMPANY


Dated as of January 1, 2007


 
















AGREEMENT FOR THE
PROVISION OF TRANSITION SERVICES


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.”


WHEREAS, the Service Provider and the Service
Receiver are parties to that certain Agreement of Purchase and Sale dated as of
June 23, 2006 (the “Purchase Agreement”), pursuant to which the Buyer purchased
from the Seller certain Assets related to the Business (as both Assets and
Business are defined in the Purchase Agreement);


WHEREAS, this Agreement is the Transition
Services Agreement referred to in Section  1.5(s) of the Purchase Agreement; and


NOW, THEREFORE, in consideration of the
foregoing and the respective warranties, covenants and agreements hereinafter
set forth, and intending to be legally bound hereby, the parties hereto agree
as follows:


Section 1.                                Definitions


In this Agreement, the following terms shall have the following
meanings.


“EDS Letter of Intent” means the
Letter of Intent to be entered into at the Closing by the Service Receiver and
Electronic Data Systems Corporation and EDS Information Services LLC, a form of
which is attached hereto as Exhibit A.


“SAP Transitional Services Agreement”
means the Transitional Services Agreement to be entered into at the Closing by
the Service Provider, the Service Receiver and SAP America, Inc., a form of
which is attached hereto as Exhibit B.


“Service Receiver Data” means all the data
provided by the Service Receiver or created by the Service Provider solely on
behalf of the Service Receiver that is used by the Service Provider solely in
relation to the provision of the Services including, without limitation,
employee information, customer information, product details and pricing
information.


“Services” means any of the services set forth in
the Schedules attached hereto.


“Term” means, with respect to each of the
Services, the period of time beginning on the Closing Date and expiring on the
date set forth in the applicable Schedule.


“User Access Agreement” means a
User Access Agreement, a form of which is attached hereto as Exhibit C,
to be entered into by each employee of the Service Receiver who will have
access to certain of the Service Provider’s applications that are designated by
the Service



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Provider
(including, but not limited to, TRAMS, the Wood Procurement System, and CBOPS)
for the benefit of the Service Provider.


All terms not otherwise defined herein shall
have the meaning ascribed to such terms in the Purchase Agreement.


Section 2.                                Services


(a)                                  Commencing on the Closing Date and continuing throughout the
respective Terms, the Service Provider shall provide to the Service Receiver,
in connection with the Service Receiver’s operation of the Business, the
Services set forth on Schedules attached hereto, in each case subject to the terms
and conditions set forth herein. The Services shall be performed by Service
Provider with substantially the same degree of care, skill, prudence, quality
and efficiency for comparable services performed for the Business when it was
owned by the Service Provider.  The
Services shall also be substantially equivalent in nature, scope, volume and
quality as provided for the Business in the ordinary course in the six (6)
months immediately prior to Closing. 
Systems (as defined in Section 15) will be operated as is and
maintenance will be limited to break/fix. 
Any Enhancements (defined below) to the Systems will be dealt with on a
case by case basis and will require the Service Receiver to provide a written
description of the Enhancement, project plan, deliverables, staffing and cost
estimates.  Such a description will be
reviewed by the Project Manager appointed by Service Provider as set forth in
Section 4 herein, and such Project Manager will determine whether any work will
be performed.  The Service Provider will
bill such services in respect to the Systems at a cost of $     
per hour.  In addition, Service Receiver
shall reimburse Service Provider for all reasonable out-of-pocket expenses
incurred by Service Provider in connection therewith.  For purposes of this agreement, “Enhancement(s)”
shall mean any new improvements, modifications, releases, updates, upgrades and
versions of the Systems.


(b)                                 The Service Receiver understands that the Services provided
hereunder are transitional in nature and are furnished by the Service Provider
for the purpose of facilitating the transactions contemplated by the Purchase
Agreement. The Service Receiver further understands that the Service Provider
is not in the business of providing Services to third parties and will not
provide the Services beyond the applicable Term.  In the event that Service Provider, in its
discretion, requires additional resources in order to perform its obligations
hereunder, the Service Provider may engage such resources at the Service
Receiver’s sole cost and expense upon Service Receiver’s consent, which shall
not be unreasonably withheld.  The
Service Receiver agrees to transition to its own internal organization or other
third party service providers the provision of each of the Services as promptly
as reasonably practicable, but in no case later than the expiration of the
applicable Term.  Service Provider shall
reasonably cooperate with any third party service providers for the transition
of the Services.


(c)                                  The Service Receiver understands that certain Services will
be provided to it by the Service Provider pursuant to agreements between the
Service Provider and various vendors. 
Service Provider shall promptly notify Service Receiver of the vendors
and the Services that will be provided by such vendors in writing.  The Service Receiver will cooperate with any
third party providing Services on behalf of the Service Provider in order to
facilitate the provision and receipt of such Services.  The Service Receiver acknowledges that such
Services



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are dependent on such cooperation, and that its
failure to so cooperate shall relieve the Service Provider of its obligation to
provide the related Services to the extent such failure renders such provision
impractical or impossible.


(d)                                 The Service Receiver will use commercially reasonable efforts
to provide information, including the Service Receiver Data, and documentation
necessary for the Service Provider to provide the Services in accordance with
the standards set forth in Section 2(a). 
The Service Receiver will provide such information and documentation in
the format Service Receiver currently has such information and documentation or
as otherwise agreed by the parties.  The
Service Receiver acknowledges that certain Services are dependent upon such
information and documentation, and that its failure to provide such information
and documentation as set forth herein shall relieve the Service Provider of its
obligation to provide the related Services to the extent such failure renders
such provision impractical or impossible. 
The Service Provider shall assist the Service Receiver in identifying
which types of Service Receiver Data are required for the provision of
Services.


(e)                                  The Service Receiver will reasonably cooperate with the
Service Provider in order to facilitate the provision and receipt of the
Services.  The Service Receiver
acknowledges that such Services are dependent on such cooperation, and that its
failure to so cooperate shall relieve the Service Provider of its obligation to
provide the related Services to the extent such failure renders such provision
impractical or impossible.  The Service
Receiver will comply with all applicable policies and procedures of the Service
Provider provided to the Service Receiver in connection with its receipt of the
Services.  Without the prior written
consent of the Service Provider, the Service Receiver will not allow any third
parties access to Service Provider’s network including, but not limited to, WAN
or Internet connectivity, during the term of this Agreement.


Section 3.                                Payment


(a)                                  In consideration for the provision of Services by the Service
Provider, the Service Receiver agrees to pay to the Service Provider those
amounts determined in accordance with the rates and charges set forth in the applicable
Schedule attached hereto. In addition, the Service Receiver shall pay the
Service Provider all incidental costs and expenses reasonably incurred by the
Service Provider in providing the Services including, but not limited to, air
fare (coach class), lodging, meals, mileage, parking and ground transportation,
in each case in accordance with the Service Provider’s standard policies with
respect to such incidental costs and expenses. Notwithstanding the above, the
Service Provider shall have the option to increase the charges for any Service
provided to the Service Receiver (i) at any time it increases the charges to
its own business units for substantially the same service; provided, however,
that any increases in charges for such Services shall be limited to the average
increases in rates charged for substantially the same services to the Service
Provider’s business units; provided, further such increase shall
not exceed      % or (ii) if the Service is provided
pursuant to an agreement between the Service Provider and a third party, and
the third party increases its charges under such agreement.


(b)                                 Within twenty-one (21) days of the last day of each calendar
month, the Service Provider shall provide to the Service Receiver an invoice
for the preceding month’s



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Services, which shall include (i) the Services
provided by the Service Provider to the Service Receiver for such month in
accordance with the Schedules, (ii) the charges for such Services, (iii) a list
of the actual costs and expenses incurred by the Service Provider for such
month, and (iv) reasonable documentation verifying the actual expenses in
addition to the rates and charges set forth in the Schedules attached
hereto.  The amount stated in such invoices
shall be paid by the Service Receiver in full within thirty (30) days of the
invoices being issued to an account designated by the Service Provider.


(c)                                  Without prejudice to the Service Provider’s other rights and
remedies, where any sum remains unpaid five (5) days after the applicable due
date, it shall carry interest, which shall accrue daily, from the due date
until the date of actual payment, at an annual interest rate of nine percent
(9%).


(d)                                 All payments due to the Service Provider under this Agreement
shall be exclusive of any sales tax or other applicable similar tax or levy,
which shall be payable by the Service Receiver except for any taxes based on
Service Provider’s net income.


(e)                                  The Service Receiver shall pay all amounts due under this
Agreement free of any set-off, deduction or withholding.


(f)                                    In the event of any material service interruption, whether or
not scheduled, or any other disputed invoiced amount, Service Provider and
Service Receiver agree to negotiate in good faith to adjust the relevant
charges for the applicable Services or other costs if and to the extent
appropriate.


Section 4.                                Project Managers


The Service Provider and the Service Receiver
shall each appoint a person to act as its project manager (each, a “Project Manager”)
to deal with issues arising out of the performance of this Agreement, and to
facilitate orderly provision and receipt of the Services. Initially, the
Project Manager for the Service Provider shall be Dennis Schroeder, and the
Project Manager for the Service Receiver shall be Danny Tomlinson.  Each party agrees to provide reasonable
access (in person, by telephone or electronically via e-mail) during normal
business hours to its Project Manager for problem resolution.


Section 5.                                Dispute Resolution


(a)                                  In the event of any dispute, controversy or claim arising out
of or relating to this Agreement, or the breach, termination or validity
thereof, including the dispute of any fees or any claim by a party that the
other party has breached the terms hereof (each, a “Dispute”),
the Project Managers shall meet (by telephone or in person) no later than two
(2) business days after receipt of notice by either party of a request for
resolution of a Dispute.  The Project
Managers shall enter into negotiations aimed at resolving any such
Dispute.  If the Project Managers are
unable to reach a mutually satisfactory resolution of the Dispute within ten
(10) business days after receipt of notice of the Dispute, the Dispute shall be
referred to an Executive Committee (the “Executive Committee”)
comprised of at least one member of the senior management of each party.  The initial members of the Executive
Committee, including relevant contact information, are set forth on Schedule IX, and either party may replace its
Executive



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Committee
members at any time with other members of similar seniority by providing notice
in accordance with Section 13.  The
Executive Committee will meet (by telephone or in person) during the next ten
(10) business days and attempt to resolve the Dispute.  In the event that the Executive Committee is
unable to resolve the Dispute, the Dispute shall be referred to arbitration as
set forth in Section 5(b).


(b)                                 Any Dispute that cannot be resolved by the Executive
Committee shall be settled exclusively by arbitration before a single
arbitrator (“Arbitrator”), in accordance with
this Section 5(b) and the Commercial Arbitration Rules and Expedited Procedures
of the American Arbitration Association (“AAA”) then in
effect (the “Rules”).  Judgment upon any award rendered by the
Arbitrator may be entered by any state or federal court having jurisdiction
thereof.  Such arbitration shall be
administered by the AAA and shall be the exclusive remedy for determining any
such Dispute, regardless of its nature.


(i)                         If the parties are unable to agree upon an arbitrator, within
fifteen (15) days of receipt by respondent of the demand for arbitration, the
parties shall select a single arbitrator from a list of nine (9)
arbitrator-candidates selected by the AAA. 
Any arbitrator-candidate proposed by the AAA shall be an attorney (or
retired judge) admitted to practice for at least fifteen (15) years, with
significant experience as an arbitrator of large commercial cases.  If the parties are unable to agree upon an
arbitrator from the list so drawn within fifteen (15) days of receipt thereof,
then the parties shall each have the opportunity to strike up to three (3)
names from the list without cause, to rank the remaining names in order of
preference in accordance with the Rules, and to simultaneously return the list
to the AAA within twenty (20) days of the transmittal date (or on such date as
directed by the AAA).  If a party does
not return the list within the time specified, all persons named therein shall
be considered acceptable.  Of the
arbitrator-candidates remaining on the list and in accordance with the
designated order of mutual preference, the AAA shall invite the acceptance of
an arbitrator to serve.  If for any
reason none of the arbitrators remaining on the list are available to serve,
the parties shall repeat the striking and ranking process with a new list
supplied by the AAA until an Arbitrator is selected.


(ii)                      Consistent with the expedited nature of arbitration, the
parties shall be entitled to reasonable discovery subject to the discretion of
the Arbitrator.  The Arbitrator may, upon
an appropriate motion, dismiss any claim without an evidentiary hearing if the
party bringing the motion establishes that it would be entitled to summary
judgment if the matter had been pursued in court litigation.  In the event of a conflict between the
applicable rules of the AAA and the provisions of this Section 5(b)(ii), the
provisions of this Section 5(b)(ii) shall govern.


(iii)                   Any
filing fees shall be borne initially by the party requesting arbitration.  Thereafter, each party shall be responsible
for its own expenses and attorneys’ fees, and fifty percent (50%) of the costs
and fees of the arbitration.


(iv)                  The
Arbitrator shall have the authority to award any remedy of relief in accordance
with the terms of this Agreement and the laws of State of Tennessee.  The Arbitrator shall render an award and
written opinion, stating the findings of fact and conclusions of law on which
the award is based, and the award shall be final and binding upon the parties.



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Neither party shall have the right to appeal the
Arbitrator’s decision, except on the limited grounds set forth in the Federal
Arbitration Act, 9 U.S.C. § 1 et seq.


(v)                     Unless
mutually agreed by the parties otherwise, any arbitration shall take place in
Chicago, Illinois.


Section 6.                                Ownership and Transfer of Intellectual Property


(a)                                  The Service Receiver Data shall be and shall remain the
property of the Service Receiver and, to the extent reasonably practicable
without unreasonable cost or effort, shall be promptly provided by the Service
Provider upon the Service Receiver’s request; provided that in no event
shall the Service Provider be required to change the format or otherwise modify
the Service Receiver Data.  Service
Provider shall only use the Service Receiver Data to provide the Services to
Service Receiver as set forth herein and for no other purpose whatsoever.  In the event that the Service Receiver
requires any additional migration services, the Service Receiver shall submit a
written request describing such services to the Service Provider’s Project
Manager, and the Service Provider shall decide, in its sole discretion, whether
to provide such migration services.  All
such migration services shall be provided at the Service Receiver’s sole cost
and expense. The Service Provider’s services will be billed at $___ per hour
which is consistent with the rate for enhancements to the Systems.  In addition, Service Receiver shall reimburse
Service Provider for all out-of-pocket expenses incurred by Service Provider in
connection therewith.


(b)                                 All other data, information and intellectual property created
by the Service Provider in connection with provision of the Services shall
remain property of the Service Provider. 
Notwithstanding the foregoing, Service Provider hereby grants to Service
Receiver a perpetual, non-exclusive, irrevocable, royalty-free right and
license with rights to sublicense and reproduce, make derivative works of in
any form of medium, whether known now or later developed, make, create, modify,
have made, use any modifications, enhancements, or derivative works of such
data, information and intellectual property created in connection with the
provision of the Services.


Section 7.                                Sub-Contracting; Third Party Agreements


(a)                                  The Service Provider may delegate or sub-contract its duties
under this Agreement to a qualified third party, provided that,
notwithstanding such delegation or sub-contracting, the Service Provider shall
still remain liable for the performance of its duties hereunder.


(b)                                 The Service Receiver acknowledges that the Services provided
through third parties or using third-party Intellectual Property are subject to
the terms and conditions of any applicable agreements between the Service
Provider and such third parties, and the Service Receiver agrees to comply with
such terms and conditions provided in writing to Service Receiver.


(c)                                  Notwithstanding anything to the contrary contained herein,
the Service Provider shall use reasonable best efforts to obtain any consents
or licenses from vendors that the Service Provider believes are necessary in
order to provide services under this Agreement;



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provided, however, that the Service Provider shall not be
required to pay any fees to any vendor to obtain such consent or license that
is required for the provision of the Services, and the Service Receiver shall
pay any fees for such required consent or license.  In the event that the Service Provider is
unable to obtain any such consent, the parties will work together to agree upon
a commercially reasonable alternative arrangement.  Any costs and expenses incurred by the
Service Provider (i) in connection with its efforts to obtain and implement
such consents and (ii) in connection with the implementation of any such
commercially reasonable alternative arrangement shall be borne by the Service
Receiver.


Section 8.                                Term and Termination and Effects of Termination


(a)                                  The term of this Agreement shall begin on the Effective Date
and continue until the earlier of (i) termination or expiration of all of the respective
Terms or (ii) termination in accordance with Section 8(c), 8(d) or 8(e).


(b)                                 Except as otherwise provided herein or unless otherwise
agreed in writing by the parties, the Service Provider’s obligation to provide
or procure, and the Service Receiver’s obligation to purchase, a Service shall
cease as of the end of the applicable Term.


(c)                                  Service Receiver may terminate this Agreement or any Schedule
for convenience upon forty-five (45) days prior written notice to Service
Provider; provided that Service Receiver shall pay any third party costs
which Service Provider incurs as a result of terminating any contractual
relationships with the third party providers.


(d)                                 If the Service Receiver should, at any time during the
respective Terms, cease to require the Service Provider to provide any of the
Services set forth in the Schedules (the “Designated
Services”), Service Receiver shall have the right to terminate the
Services in accordance with Section 8(c) and the following restrictions:


(i)                         Schedule III (1) & (2) — provides basic site connectivity
plus other basic services which are interrelated and cannot be terminated until
all services requiring network access have been terminated.  Services in Schedules I, II, IV and V require
network access.


(ii)                      Schedules I, II and IV must be terminated
simultaneously.  However, the Credit
function on Schedule II may be moved to the Service Receiver but will still
require the SAP services from Schedule I.


(iii)                   Schedule
III (3) thru (6) — no restrictions.


(iv)                  Schedule
V — no restrictions.


(v)                     Other
Schedules — no restrictions.


(e)                                  In the event that a party commits a breach of any of the
material terms or conditions of this Agreement, the other party may terminate
this Agreement (i) if such breach may be cured, upon written notice if the
breaching party fails to cure such breach within thirty



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(30) days after its receipt of written notice thereof
or (ii) if such breach is incapable of cure, upon written notice.


(f)                                    Upon termination or expiration of this Agreement, the Service
Receiver shall pay to the Service Provider all monies due to the Service
Provider in respect of Services provided prior to such termination or
expiration.  In addition, each party
shall, at the disclosing party’s option, return or destroy the Confidential
Information of the other party.  In the
event that the disclosing party elects destruction, the other party shall
furnish to the disclosing party a written certificate of destruction signed by
an officer of the certifying party.


Section 9.                                Limitation of Liability


(a)                                  Except for breach of a party’s confidentiality obligations
and a party’s indemnity obligations set forth in Section 10, neither party
shall be liable (including any liability for the acts and omissions of its
employees, agents and sub-contractors) to the other party in connection with
this Agreement except with respect to direct damages arising out of the other
party’s willful misconduct or gross negligence in performing its obligations
under this Agreement, provided that such direct damages shall not exceed
the aggregate fees paid or payable by or to the other party pursuant to this
Agreement.


(b)                                 Neither party shall be liable for any indirect, special,
consequential or liquidated damages of any kind whatsoever (including, without
limitation, attorneys’ fees) arising out of or in connection with performing
its obligations under this Agreement, even if it had been advised, knew or
should have known the possibility thereof including, but not limited to lost
profits, lost business revenue and failure to realize expected savings.


Section 10.                          Indemnification


(a)                                  The Service Receiver hereby
agrees to indemnify and hold the Service Provider, its employees, shareholders,
officers, directors and agents harmless from and against any and all third party:
claims, actions, suits, losses, demands, damages, costs and expenses (including
reasonable attorneys’ fees) (“Losses”)
arising out of the gross negligence or willful misconduct of Service Receiver
in performing its obligations under this Agreement, including its obligations
under Section 14.  The Service Provider
hereby agrees to indemnify and hold the Service Provider, its employees,
shareholders, officers, directors and agents harmless from and against any Losses
arising out of or resulting from the willful misconduct of Service Provider in
performing its obligations under this Agreement.  In the event that any deliverable or work
product infringes a third party’s intellectual property rights or Service
Provider receives a notice of a possible infringement of a third party’s
intellectual property rights.  Service
Provider shall (i) procure or obtain the right for Service Receiver to continue
using it at Service Receiver’s cost with prior written consent; (ii) modify the
deliverable or work product to make it non-infringing or (iii) refund to
Service Receiver the fees paid for the Services that are subject to such
infringement.  The obligations of the
indemnifying party under this Section 10 with respect to third party Losses
will be subject to the following terms and conditions:


(i)                                    Any party making a claim for indemnification
pursuant to this Section 10 (the “Indemnified Party”) must give the other
party who indemnification is sought (the



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“Indemnifying
Party”) written
notice of such claim (an “Indemnification Claim Notice”) promptly
after the Indemnified Party receives any written notice of any action, lawsuit,
proceeding, investigation or other claim (a “Proceeding”) against or involving the
Indemnified Party by a third party, or otherwise discovers the liability,
obligation or facts giving rise to such claim for indemnification; provided
that the failure to notify or delay in notifying an Indemnifying Party shall
not relieve the Indemnifying Party of its obligations pursuant to this Section
10, except to the extent that such failure actually harms the Indemnifying
Party.  Such notice must contain a
description of the claim and the nature and amount of the Losses (to the extent
that the nature and amount of the Losses is known or reasonably ascertainable
at such time).


(ii)                                  With respect to the defense of any Proceeding
against or involving an Indemnified Party in which a third party in question
seeks the recovery of a sum of money, the Indemnifying Party may appoint as
lead counsel of such defense any legal counsel selected by the Indemnifying
Party.


(iii)                               the Indemnified Party will be entitled to
participate in the defense of such claim and to employ counsel of its choice
for such purpose at its own expense; provided that the Indemnifying
Party will bear the reasonable fees and expenses of such separate counsel
incurred prior to the date upon which the Indemnifying Party assumes control of
such defense;


(iv)                              Notwithstanding Section 10(a)(iii), the
Indemnifying Party shall not be entitled to assume control of the defense of
such claim, and will pay the reasonable fees and expenses of legal counsel
retained by the Indemnified Party (which counsel shall be reasonably acceptable
to the Indemnified Party), if


(a)                                  the Indemnifying Party elects within fifteen
(15) days in writing not to assume the defense of the claim,


(b)                                 a conflict of interest exists or could
reasonably be expected to arise which, under applicable principles of legal
ethics, could reasonably be expected to prohibit a single legal counsel from representing
both the Indemnified Party and the Indemnifying Party in such Proceeding, or


(c)                                  a court of competent jurisdiction rules that
the Indemnifying Party has failed or is failing to prosecute or defend
vigorously such claim;


provided, in each case,
that the Indemnified Party shall be prohibited from compromising or settling
the claim without the prior written consent of the Indemnifying Party, which
consent shall not be unreasonably withheld or delayed.


(b)                                 In the event that the Indemnifying Party assumes
the defense of such claim, the Indemnified Party will cooperate with and make
available to the Indemnifying Party such assistance, personnel, witnesses and
materials as the Indemnifying Party may reasonably request.  Regardless of which party defends such claim,
the other party shall have the right at its expense to participate in the
defense assisted by counsel of its own choosing.


(c) 
Without the prior written consent of the Indemnified Party (which shall
not be unreasonably withheld or delayed), the Indemnifying Party shall not
enter into any settlement of



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any such claim for which the
Indemnifying Party has assumed the defense if pursuant to or as a result of
such settlement, such settlement would result in any liability on the part of
the Indemnified Party for which the Indemnified Party is not entitled to
indemnification hereunder.  If a firm
offer is made to settle such claim, which offer the Indemnifying Party is
permitted to settle under this Section 10(c), and the Indemnifying Party
desires to accept and agree to such offer, the Indemnifying Party shall give
written notice to the Indemnified Party to that effect.  If the Indemnified Party objects to such firm
offer within ten (10) days after its receipt of such notice, the Indemnified
Party may continue to contest or defend such claim and, in such event, the
maximum liability of the Indemnifying Party as to such claim shall not exceed
such amount of such settlement offer payable by the Indemnifying Party
hereunder, plus other Losses paid or incurred by the Indemnified Party up to
the point such notice had been delivered.


Section 11.                          Insurance


Each party shall, throughout the term of this
Agreement, carry appropriate insurance with a reputable insurance company
covering property damage, business interruptions and general liability
insurance (including contractual liability) to protect its own business and
property interests.


Section 12.                          Force Majeure


(a)                                  Neither party shall be liable for delay in performance (other
than the payment of money) caused by circumstances beyond the reasonable
control of the party affected (an event of “Force
Majeure”), including but not limited to (i) acts of God, the
elements, epidemics, explosions, accidents, landslides, lightning, earthquakes,
fires, storms (including but not limited to tornadoes and hurricanes or tornado
and hurricane warnings), sinkholes, floods, or washouts; (ii) labor shortage or
trouble including strikes or injunctions (whether or not within the reasonable
control of such party and provided that the settlement of strikes and other
labor disputes shall be entirely within the discretion of the party
experiencing the difficulty); (iii) inability to obtain material, equipment or
transportation; (iv) national defense requirements, war, blockades, insurrections,
sabotage, riots, arrests and restraints of the government, either federal or
state, civil or military (including any governmental taking by eminent domain
or otherwise); or (v) any applicable law, regulation or rule or the enforcement
thereof by any governmental or regulatory agency having jurisdiction, that
limits or prevents a party from performing its obligations hereunder or any
notice from any such agency of its intention to fine or penalize such party or
otherwise impede or limit such party’s ability to perform its obligations
hereunder.


(b)                                 The Service Provider will use its commercially reasonable
efforts to provide uninterrupted Services through the respective Terms. In the
event, however, that the Service Provider is wholly or partially prevented from
providing a Service or Services either temporarily or permanently by reason of
any Force Majeure event, or the Service Provider, in the exercise of its
reasonable good faith judgment, deems it necessary to suspend delivery of a
Service hereunder for purposes of inspection, maintenance, repair, replacement
of equipment parts or structures, or similar activities, the Service Provider
shall not be obligated to deliver such Service during such periods, provided
that the Service Provider agrees to give prior written notice of any scheduled
interruption. Notices provided under this Section 12(b) shall be provided to
the Service Receiver’s Vice President of Information Technology or other
executive



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designated
by the Service Receiver, and may be provided by e-mail at an address designated
by the Service Receiver.


Section 13.                          Notices


All demands, notices,
communications and reports (“notices”)
provided for in this Agreement will be in writing and will be either personally
delivered, mailed by registered mail, return receipt requested, or sent by
reputable overnight courier service (delivery charges prepaid) to any Party at
the address specified below, or at such address, to the attention of such other
Person, and with such other copy, as the recipient party has specified by prior
written notice to the sending Party pursuant to the provisions of this
Section 13:


(a)                                  If to the Service Provider to:


International
Paper Company 

6400 Poplar Avenue

Memphis, TN 38197

Fax No.: (901) 214-1248

Attention: General Counsel


with
copies to:


Vinson
& Elkins L.L.P.


666
Fifth Avenue, 26th Floor


New
York, NY  10103


Fax
No.: (212) 237-0100


Attention: Charles E.
Carpenter, Esq.


(b)                                 If to the Service Receiver:


Stone
Arcade Acquisition Corp.


One
Northfield Plaza, Suite 480


Northfield,
IL 60093


Attention:
Roger W. Stone


with
a copy to:


Sonnenschein, Nath & Rosenthal LLP


7800 Sears Tower


233 South Wacker Drive


Chicago, IL  60606


Attention: 
Donald G. Lubin, Esq.


Any such notice will be deemed to have been
given when delivered personally, upon receipt if sent by registered mail,
return receipt requested, or on the business day after deposit with a reputable
overnight courier service, as the case may be.



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Section 14.                          Confidentiality of Information


(a)                                  Except as provided below, all data and information disclosed
between the Service Provider and the Service Receiver pursuant to this
Agreement, including information relating to or received from third parties and
any Service Receiver Data, is deemed confidential (“Confidential Information”).  A party receiving Confidential Information
(the “Receiving
Party”) will not use such information for any purpose other than for
which it was disclosed and, except as otherwise permitted by this Agreement,
shall not disclose to third parties any Confidential Information for a period
of five (5) years from the termination or expiration of this Agreement, provided
that the Receiving Party’s obligation hereunder shall not apply to information
that:


(i)                         is already in the Receiving Party’s possession at the time of
disclosure thereof;


(ii)                      is or subsequently becomes part of the public domain through
no action of the Receiving Party;


(iii)                   is
subsequently received by the Receiving Party from a third party which has no
obligation of confidentiality to the party disclosing the Confidential
Information; or


(iv)                  information
developed or provided by the Service Provider to be used by the Service
Receiver in the ordinary course of business.


(b)                                 Notwithstanding Section 14(a), Confidential Information may
be disclosed by the Receiving Party:


(i)                         to the Receiving Party’s affiliates, directors, officers,
employees, agents (including, in the case of the Service Provider, any third
parties engaged to provide the Services), auditors, consultants and financial
advisers (collectively, “Agents”), provided
that the Receiving Party ensures that such Agents comply with this Section 14;
and


(ii)                      as required by applicable law, provided that, if
permitted by law, written notice of such requirement shall be given promptly to
the other party so that it may take reasonable actions to avoid and minimize
the extent of such disclosure, and the Receiving Party shall cooperate with the
other party as reasonably requested by the other party in connection with such
actions.


(c)                                  If, at any time, either party determines that the other party
has disclosed, or sought to disclose, Confidential Information in violation of
this Agreement, that any unauthorized personnel of the other party has accessed
Confidential Information, or that the other party or any of its personnel has
engaged in activities that may lead to the unauthorized access to, use of, or
disclosure of such party’s Confidential Information, such party shall
immediately terminate any such personnel’s access to the Confidential
Information and immediately notify the other party.  In addition, either party shall have the
right to deny personnel of the other party access to such party’s Confidential
Information upon notice to the other party in the event that such party
reasonably believes that such personnel pose a security concern.  Each party will



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cooperate
with the other party in investigating any apparent unauthorized access to or
use of such party’s Confidential Information.


Section 15.                          System Security


(a)                                  If the Service Receiver is given access to any of the Service
Provider’s computer systems or software (collectively, “Systems”)
in connection with receipt of the Services, the Service Receiver shall comply
with all of the Service Provider’s system security policies, procedures and
requirements that have been provided in writing to Service Receiver
(collectively, “Security Regulations”),
including but not limited to, Service Provider’s Information Resource Use
Policy attached hereto and made a part hereof as Exhibit D and will not tamper with, compromise or
circumvent any security or audit measures employed by the Service
Provider.  The Service Receiver shall
access and use only those Systems of the Service Provider for which it has been
granted the right to access and use.


(b)                                 The Service Receiver will use commercially reasonable efforts
to ensure that only those of its personnel who are specifically authorized to
have access to the Systems of the Service Provider gain such access, and to
prevent unauthorized access, use, destruction, alteration or loss of
information contained therein, including notifying its personnel of the
restrictions set forth in this Agreement and of the Security Regulations.


(c)                                  If, at any time, the Service Receiver determines that any of
its personnel has sought to circumvent, or has circumvented, the Security
Regulations, that any unauthorized Service Receiver personnel has accessed the
Systems, or that any of its personnel has engaged in activities that may lead
to the unauthorized access, use, destruction, alteration or loss of data,
information or software, the Service Receiver shall immediately terminate any
such personnel’s access to the Systems and immediately notify the Service
Provider.  In addition, the Service
Provider shall have the right to deny personnel of the Service Receiver access
to its Systems upon notice to the Service Receiver in the event that the
Service Provider reasonably believes that such personnel have engaged in any of
the activities set forth above in this Section 15(c) or otherwise pose a security
concern.  The Service Receiver will
cooperate with the Service Provider in investigating any apparent unauthorized
access to the Service Provider’s Systems.


Section 16.                          Miscellaneous


(a)                                  Severability.  Should any provision
of this Agreement for any reason be declared invalid or unenforceable, such
decision shall not affect the validity or enforceability of any of the other
provisions of this Agreement, which remaining provisions shall remain in full
force and effect, and the application of such invalid or unenforceable
provision to persons or circumstances other than those as to which it is held
invalid or unenforceable shall be valid and enforced to the fullest extent
permitted by law. In such circumstances, the parties agree to negotiate in good
faith amendments to this Agreement designed to restore to the parties the
respective benefits they held under this Agreement prior to the declaration of
invalidity or unenforceability.



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(b)                                 Interpretation.  The article and
section headings contained in this Agreement are solely for the purpose of
reference, are not part of the agreement of the parties and shall not in any
way affect the meaning or interpretation of this Agreement.


(i)                         As used in this Agreement, the term “person” shall mean and include
an individual, a partnership, a joint venture, a corporation, a trust, an
unincorporated organization and a government or any department or agency
thereof.


(ii)                      As used in this Agreement, an “affiliate” of, or a person “affiliated”
with, a specified person, is a person directly, or indirectly through one or
more intermediaries, controls, or is controlled by, or is under common control
with, the person specified.


(iii)                   As
used in this Agreement, “including”
shall mean including without limitation.


(c)                                  Counterparts.  This Agreement may
be executed simultaneously in counterparts, each of which will be deemed an
original but all of which together will constitute one and the same instrument.


(d)                                 Entire Agreement; Amendments.  This Agreement and
the Purchase Agreement constitute the entire agreement among the parties with
respect to the subject matter hereof and supersede all other prior agreements
and understandings, both written and oral, between or among the parties with
respect to the subject matter hereof. 
This Agreement may not be amended except by an instrument in writing
signed on behalf of each of  the parties
hereto. Any agreement on the part of a party hereto to any extension or waiver
shall be valid only if set forth in an instrument in writing signed on behalf
of such party.


(e)                                  Governing Law.  This Agreement will
be governed by, and construed and enforced in accordance with, the laws of the
State of Tennessee (regardless of the laws that might otherwise govern under
applicable principles of conflicts of laws thereof) as to all matters,
including but not limited to matters of validity, construction, effect,
performance and remedies.


(f)                                    Binding Effect; Assignment.  This Agreement and
all of the provisions hereof shall be binding upon and shall inure to the benefit
of the parties hereto and their respective successors and permitted assigns.
Except as expressly provided in Section 7 hereof, neither this Agreement nor
any of the rights, interests or obligations hereunder shall be assigned,
directly or indirectly, including, without limitation, by operation of law, by
any party hereto without the prior written consent of the other party hereto; provided
however, that either party may assign or delegate its rights and
obligations hereunder without the consent of the other party to any affiliate; provided,
further that any such assignment or delegation shall not relieve the
assigning or delegating party of any of its obligations under this Agreement.


(g)                                 Waiver.  The failure of
either party to insist in any one or more instances upon strict performance of
any of the provisions of this Agreement or to take advantage of any of its
rights shall not operate as a continuing waiver of such rights.


(h)                                 No Third Party Beneficiaries.  This Agreement is
solely for the benefit of the Service Provider and its successors and permitted
assigns, with respect to the obligations of



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the Service Receiver under this Agreement, and for the
benefit of the Service Receiver, and its successors and permitted assigns, with
respect to the obligations of the Service Provider under this Agreement, and
this Agreement shall not be deemed to confer upon or give to any other third
party any remedy, claim liability, reimbursement, cause of action or other
right.


(i)                                     Independent Contractor Status.  The Service Provider
shall be deemed to be an independent contractor to the Service Receiver.  Nothing contained in this Agreement shall
create or be deemed to create the relationship of employer and employee between
the Service Provider and the Service Receiver. 
The relationship created between the Service Provider and the Service
Receiver pursuant to or by this Agreement is not and shall not be one of
partnership or joint venture.  No party
to this Agreement shall, by reason hereof, be deemed to be a partner or a joint
venturer of any other party hereto in the conduct of their respective
businesses and/or the conduct of the activities contemplated by this Agreement.
Except as specifically and explicitly provided in this Agreement, and subject
to and in accordance with the provisions hereof, no party to this Agreement is
now, shall become, or shall be deemed to be an agent or representative of any
other party hereto.  Except as herein
explicitly and specifically provided, neither party shall have any authority or
authorization, of any nature whatsoever, to speak for or bind the other party
to this Agreement.


[Remainder
of This Page is Intentionally Left Blank.]


 



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IN WITNESS WHEREOF, the
parties hereto have caused this Agreement to be executed as of the date first
above written.


	
  

  	
  INTERNATIONAL PAPER COMPANY

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ C. Cato Ealy

  	
   

  
	
   

  	
   

  	
  Name: C. Cato Ealy

  
	
   

  	
   

  	
  Title: Senior Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
  KAPSTONE
  KRAFT PAPER
 CORPORATION

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ Roger W. Stone

  	
   

  
	
   

  	
   

  	
  Name: Roger W. Stone

  
	
   

  	
   

  	
  Title: Chairman and Chief Executive Officer

  



 



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