Exhibit 10.22

 

Execution Copy

 

THIRD AMENDMENT TO

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

 

THIS THIRD AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”) dated as of July 26, 2017 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 and Voting Participants 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 Second Amended and Restated Credit Agreement dated as of June 1, 2015 (as amended, restated, modified or supplemented from time to time, the “Credit Agreement”);

 

WHEREAS, the Borrower has requested that the Lenders and Voting Participants agree to certain amendments to the Credit Agreement; and

 

WHEREAS, the Lenders and Voting Participants are willing to agree to certain amendments to the Credit Agreement subject to the terms and conditions specified in this Agreement;

 

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.

 

2.                                      Amendments.  Subject to the other terms and conditions of this Agreement (including the conditions precedent set forth in Section 3 hereof), the Credit Agreement is hereby amended as follows:

 

(a)                                 In the definition of “EBITDA” in Section 1.01 of the Credit Agreement, clause (h) is hereby amended and restated in its entirety to read as follows:

 

“(h) “cold mill” maintenance outage costs in an aggregate amount of (i) up to $8,000,000 for the period from the Closing Date through December 31, 2015, (ii) up to $8,000,000 for the period from January 1, 2016 through the termination of this Agreement (it being understood that such add-back shall only be permitted in connection with one such outage for each of the foregoing clauses (i) and (ii) during the term of this Agreement) and (iii) solely in connection with the project to repair and restore recovery boiler #9 at the KapStone Charleston Kraft LLC mill located in North Charleston, South Carolina, up to $18,000,000 for Fiscal Year 2018, but, with respect to each of the foregoing clauses (i) — (iii), only to the extent that the aggregate amount of such costs for such period is equal to or exceeds the actual expense allocable to such outage during such period, with the net add-back amount not to be less than $0,”

 











 

(b)                                 The table in Section 7.14(a) of the Credit Agreement is hereby amended to read as follows:

 

	
Calendar Year
    	
 
    	
March 31
    	
 
    	
June 30
    	
 
    	
September 30
    	
 
    	
December 31
    
	
2016
    	
 
    	
4.50:1.00
    	
 
    	
4.50:1.00
    	
 
    	
4.50:1.00
    	
 
    	
4.50:1.00
    
	
2017
    	
 
    	
4.50:1.00
    	
 
    	
4.50:1.00
    	
 
    	
4.50:1.00
    	
 
    	
4.50:1.00
    
	
2018
    	
 
    	
4.25:1.00
    	
 
    	
4.00:1.00
    	
 
    	
3.75:1.00
    	
 
    	
3.75:1.00
    
	
Thereafter
    	
 
    	
3.75:1.00
    	
 
    	
3.75:1.00
    	
 
    	
3.75:1.00
    	
 
    	
3.75:1.00
    


 

3.                                      Conditions Precedent to Effectiveness.  This Agreement shall become effective as of the date hereof upon the satisfaction of the following conditions:

 

(a)                                 Execution of Counterparts of Agreement.  Receipt by the Administrative Agent of counterparts of this Agreement duly executed by the Borrower, the Parent, the other Guarantors, the Administrative Agent and the Required Lenders; and

 

(b)                                 Fees and Expenses.  The payment by the Borrower to (i) the Administrative Agent, for the account of each Lender and Voting Participant that signs this Agreement prior to Tuesday, July 25 at 5:00 p.m. Eastern time, an amendment fee equal to 5 basis points on the aggregate amount of such Lender’s Term Loans and Revolving Credit Commitment as of the closing date of this Agreement and (ii) the Administrative Agent (or one of its Affiliates) of all reasonable out of pocket costs and expenses of the Administrative Agent for which invoices have been received by the Borrower at least one (1) Business Day prior to the date hereof in connection with the preparation, execution and delivery of this Agreement (including, without limitation, to the extent the Borrower has received an invoice therefor at least one (1) Business Day prior to the date hereof, 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 is duly authorized to execute and deliver, and perform its obligations under, this Agreement; (b) the execution, delivery and performance by it of this Agreement 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; (c) the representations and warranties contained in Article V of the Credit Agreement and in any other Loan Document are true and correct in all material respects (except to the extent already qualified by materiality pursuant to the terms thereof) 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 case they are true and correct in all material respects (except to the extent already qualified by materiality pursuant to the terms thereof) as of such date; and (d) no Default or Event of Default exists under the Credit Agreement on and as of the date hereof and after giving effect to this Agreement, 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 modified by this Agreement.  This Agreement shall constitute a “Loan Document” under, and as defined in, the Credit Agreement.  Except as herein specifically agreed, the Credit Agreement and the other Loan Documents are hereby ratified and confirmed and shall remain in full force and effect 

 

2











 

according to their terms.  This Agreement 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 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 and other Loan Documents 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 other Loan Documents, or (iv) be deemed or construed to be a waiver 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 Agreement, 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 Agreement and agree that this Agreement 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 Agreement shall in no manner adversely affect or impair such liens and security interests.

 

9.                                      Counterparts; Facsimile/Email.  This Agreement 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 Agreement to produce or account for more than one such counterpart.  Delivery of an executed counterpart of this Agreement by telecopy or electronic mail by any party hereto shall be effective as such party’s original executed counterpart.

 

10.                               Governing Law.  This Agreement 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 New York (including Sections 5-1401 and 5-1402 of the General Obligations Law of the State of New York but otherwise without regard to the conflict of law principles thereof).

 

11.                               Entirety. This Agreement 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]

 

3












 

IN WITNESS WHEREOF, each of the parties hereto has caused a counterpart of this Agreement to be duly executed and delivered as of the date first above written.

 

	
BORROWER:
    	
KAPSTONE KRAFT PAPER   CORPORATION,
    
	
 
    	
a Delaware corporation
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ Andrea K. Tarbox
    
	
 
    	
Name:
    	
Andrea K. Tarbox
    
	
 
    	
Title:
    	
Vice President and CFO
    
	
 
    	
 
    
	
GUARANTORS:
    	
KAPSTONE PAPER AND   PACKAGING CORPORATION,
    
	
 
    	
a Delaware corporation
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ Andrea K. Tarbox
    
	
 
    	
Name:
    	
Andrea K. Tarbox
    
	
 
    	
Title:
    	
Executive Vice   President and CFO
    
	
 
    	
 
    
	
 
    	
KAPSTONE CHARLESTON   KRAFT LLC,
    
	
 
    	
a Delaware limited   liability company
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ Andrea K. Tarbox
    
	
 
    	
Name:
    	
Andrea K. Tarbox
    
	
 
    	
Title:
    	
Vice President and CFO
    
	
 
    	
 
    
	
 
    	
KAPSTONE CONTAINER CORPORATION,
    
	
 
    	
a Georgia corporation
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ Andrea K. Tarbox
    
	
 
    	
Name:
    	
Andrea K. Tarbox
    
	
 
    	
Title:
    	
Vice President and CFO
    
	
 
    	
 
    
	
 
    	
LONGVIEW FIBRE PAPER   AND PACKAGING, INC.,
    
	
 
    	
a Washington   corporation
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ Andrea K. Tarbox
    
	
 
    	
Name:
    	
Andrea K. Tarbox
    
	
 
    	
Title:
    	
CFO
    
	
 
    	
 
    
	
 
    	
VICTORY PACKAGING,   L.P.,
    
	
 
    	
a Texas limited   partnership
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ Andrea K. Tarbox
    
	
 
    	
Name:
    	
Andrea K. Tarbox
    
	
 
    	
Title:
    	
Vice President
    


 

KAPSTONE KRAFT PAPER CORPORATION

THIRD AMENDMENT TO

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

 











 

	
 
    	
VICTORY PACKAGING   MAQUILLA DORA LLC,
    
	
 
    	
a Texas limited   liability company
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/ Andrea K. Tarbox
    
	
 
    	
Name:
    	
Andrea K. Tarbox
    
	
 
    	
Title:
    	
Vice President
    
	
 
    	
 
    	
 
    
	
 
    	
ORANGE BOXER   INVESTMENTS, LLC,
    
	
 
    	
a Delaware limited liability   company
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/ Andrea K. Tarbox
    
	
 
    	
Name:
    	
Andrea K. Tarbox
    
	
 
    	
Title:
    	
Treasurer
    
	
 
    	
 
    	
 
    
	
 
    	
ORANGE BOXER   OPERATIONS, LLC,
    
	
 
    	
a Delaware limited liability   company
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/ Andrea K. Tarbox
    
	
 
    	
Name:
    	
Andrea K. Tarbox
    
	
 
    	
Title:
    	
Treasurer
    
	
 
    	
 
    	
 
    
	
 
    	
CENTRAL FLORIDA BOX,   LLC,
   a Delaware limited liability company
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/ Andrea K. Tarbox
    
	
 
    	
Name:
    	
Andrea K. Tarbox
    
	
 
    	
Title:
    	
Vice President and CFO
    
	
 
    	
 
    	
 
    
	
 
    	
CONPACK INVESTMENTS,   LLC,
   a Delaware limited liability company
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/ Andrea K. Tarbox
    
	
 
    	
Name:
    	
Andrea K. Tarbox
    
	
 
    	
Title:
    	
Vice President and CFO
    
	
 
    	
 
    	
 
    
	
ADMINISTRATIVE
    	
BANK OF AMERICA, N.A.,
    
	
AGENT:
    	
as Administrative Agent
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/ Kyle D Harding
    
	
 
    	
Name:
    	
Kyle D Harding
    
	
 
    	
Title:
    	
Assistant Vice   President
    
	
 
    	
 
    	
 
    
	
LENDERS:
    	
BANK OF AMERICA, N.A.,
    
	
 
    	
as a Lender, L/C Issuer   and Swing Line Lender
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/ Carlos Morales
    
	
 
    	
Name:
    	
Carlos Morales
    
	
 
    	
Title:
    	
Senior Vice President
    


 

KAPSTONE KRAFT PAPER CORPORATION

THIRD AMENDMENT TO

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

 











 

	
 
    	
BARCLAYS BANK PLC,
    
	
 
    	
as a Lender
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/ Ronnie Glenn
    
	
 
    	
Name:
    	
Ronnie Glenn
    
	
 
    	
Title:
    	
Vice President
    
	
 
    	
 
    	
 
    
	
 
    	
COMPEER FINANCIAL, PCA   (successor by merger to 1st Farm Credit Services, PCA),
    
	
 
    	
as a Lender
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/ Corey J. Waldinger
    
	
 
    	
Name:
    	
Corey J. Waldinger
    
	
 
    	
Title:
    	
Director, Capital   Markets
    
	
 
    	
 
    	
 
    
	
 
    	
AGCHOICE FARM CREDIT,   ACA,
    
	
 
    	
as a Lender
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/ Joshua L. Larock
    
	
 
    	
Name:
    	
Joshua L. Larock
    
	
 
    	
Title:
    	
Vice President
    
	
 
    	
 
    	
 
    
	
 
    	
AGFIRST FARM CREDIT   BANK,
    
	
 
    	
as a Lender
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/ Matt Jeffords
    
	
 
    	
Name:
    	
Matt Jeffords
    
	
 
    	
Title:
    	
Vice President
    
	
 
    	
 
    	
 
    
	
 
    	
COMPEER FINANCIAL, PCA   (successor by merger to AgStar Financial Services, PCA),
    
	
 
    	
as a Lender
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/ Corey J. Waldinger
    
	
 
    	
Name:
    	
Corey J. Waldinger
    
	
 
    	
Title:
    	
Director, Capital   Markets
    
	
 
    	
 
    	
 
    
	
 
    	
AMERICAN AGCREDIT, PCA,
    
	
 
    	
as a Lender
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/ Michael J. Balok
    
	
 
    	
Name:
    	
Michael J. Balok
    
	
 
    	
Title:
    	
Vice President
    
	
 
    	
 
    	
 
    
	
 
    	
AMERICAN SAVINGS BANK, F.S.B.,
    
	
 
    	
as a Lender
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/ Kyle J. Shelly
    
	
 
    	
Name:
    	
Kyle J. Shelly
    
	
 
    	
Title:
    	
First Vice President
    


 

KAPSTONE KRAFT PAPER CORPORATION

THIRD AMENDMENT TO

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

 











 

	
 
    	
BANKPLUS,
    
	
 
    	
as a Lender
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/ Jay Bourne
    
	
 
    	
Name:
    	
Jay Bourne
    
	
 
    	
Title:
    	
SVP
    
	
 
    	
 
    	
 
    
	
 
    	
BMO HARRIS BANK, N.A.,
    
	
 
    	
as a Lender
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/ Michael A. Hong
    
	
 
    	
Name:
    	
Michael A. Hong
    
	
 
    	
Title:
    	
Assistant Vice   President
    
	
 
    	
 
    	
 
    
	
 
    	
CITIZENS BANK NATIONAL   ASSOCIATION,
    
	
 
    	
as a Lender
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/ Thomas Lass
    
	
 
    	
Name:
    	
Thomas Lass
    
	
 
    	
Title:
    	
Senior Vice President
    
	
 
    	
 
    	
 
    
	
 
    	
COBANK, ACB,
    
	
 
    	
as a Lender
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/ Patrick Keleher
    
	
 
    	
Name:
    	
Patrick Keleher
    
	
 
    	
Title:
    	
Vice President
    
	
 
    	
 
    	
 
    
	
 
    	
COMPASS BANK,
    
	
 
    	
as a Lender
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/ Michael Song
    
	
 
    	
Name:
    	
Michael Song
    
	
 
    	
Title:
    	
Senior Vice President
    
	
 
    	
 
    	
 
    
	
 
    	
COÖPERATIEVE RABOBANK   U.A., NEW YOR.K BRANCH, (formerly known as COÖPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK   B.A., “RABOBANK NEDERLAND”, NEW YORK BRANCH),
    
	
 
    	
as a Lender
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/ Peter Glawe
    
	
 
    	
Name:
    	
Peter Glawe
    
	
 
    	
Title:
    	
Executive Director
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/ Peter Duncan
    
	
 
    	
Name:
    	
Peter Duncan
    
	
 
    	
Title:
    	
Managing Director
    


 

KAPSTONE KRAFT PAPER CORPORATION

THIRD AMENDMENT TO

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

 












 

	
 
    	
FARM CREDIT BANK OF   TEXAS,
    
	
 
    	
as a Lender
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/ Chris M. Levine
    
	
 
    	
Name:
    	
Chris M. Levine
    
	
 
    	
Title:
    	
Vice President
    
	
 
    	
 
    	
 
    
	
 
    	
FARM CREDIT SERVICES OF   AMERICA, PCA,
    
	
 
    	
as a Lender
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/ Bruce Dean
    
	
 
    	
Name:
    	
Bruce Dean
    
	
 
    	
Title:
    	
Vice President
    
	
 
    	
 
    	
 
    
	
 
    	
FIFTH THIRD BANK,
    
	
 
    	
as a Lender
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/ Neil G. Mesch
    
	
 
    	
Name:
    	
Neil G. Mesch
    
	
 
    	
Title:
    	
SVP
    
	
 
    	
 
    	
 
    
	
 
    	
FIRST TENNESSEE BANK   NATIONAL ASSOCATION,
    
	
 
    	
as a Lender
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/ Elizabeth C Brasher
    
	
 
    	
Name:
    	
Elizabeth C Brasher
    
	
 
    	
Title:
    	
Senior Vice President
    
	
 
    	
 
    	
 
    
	
 
    	
FIRST MIDWEST BANK,
    
	
 
    	
as a Lender
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/ Morgan A. Lyons
    
	
 
    	
Name:
    	
Morgan A. Lyons
    
	
 
    	
Title:
    	
Senior Vice President
    
	
 
    	
 
    	
 
    
	
 
    	
FIRST NATIONAL BANK OF   OMAHA,
    
	
 
    	
as a Lender
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/ Nathan Johns
    
	
 
    	
Name:
    	
Nathan Johns
    
	
 
    	
Title:
    	
Vice President
    
	
 
    	
 
    	
 
    
	
 
    	
THE NORTHERN TRUST   COMPANY,
    
	
 
    	
as a Lender
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/ Brittany Mondane
    
	
 
    	
Name:
    	
Brittany Mondane
    
	
 
    	
Title:
    	
Second Vice President
    


 

KAPSTONE KRAFT PAPER CORPORATION

THIRD AMENDMENT TO

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

 











 

	
 
    	
THE HUNTINGTON NATIONAL   BANK,
    
	
 
    	
as a Lender, both for   itself and as successor-in-interest to
    
	
 
    	
FIRSTMERIT BANK, N.A.
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/ Mark Zobel
    
	
 
    	
Name:
    	
Mark Zobel
    
	
 
    	
Title:
    	
Vice President
    
	
 
    	
 
    	
 
    
	
 
    	
PNC BANK, NATIONAL   ASSOCIATION,
    
	
 
    	
as a Lender
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/ Michael Kelly
    
	
 
    	
Name:
    	
Michael Kelly
    
	
 
    	
Title:
    	
Vice President
    
	
 
    	
 
    	
 
    
	
 
    	
SUMITOMO MITSUI BANKING   CORPORATION
    
	
 
    	
as a Lender
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/ Katsuyuki Kubo
    
	
 
    	
Name:
    	
Katsuyuki Kubo
    
	
 
    	
Title:
    	
Managing Director
    
	
 
    	
 
    	
 
    
	
 
    	
SUNTRUST BANK,
    
	
 
    	
as a Lender
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/ Lisa Garling
    
	
 
    	
Name:
    	
Lisa Garling
    
	
 
    	
Title:
    	
Director
    
	
 
    	
 
    	
 
    
	
 
    	
TD BANK, N.A.,
    
	
 
    	
as a Lender
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/ Michele Dragonetti
    
	
 
    	
Name:
    	
Michele Dragonetti
    
	
 
    	
Title:
    	
Senior Vice President
    
	
 
    	
 
    	
 
    
	
 
    	
THE   PRIVATEBANK & TRUST CO.,
    
	
 
    	
as a Lender
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/ Christopher M.   Trimbach
    
	
 
    	
Name:
    	
Christopher M. Trimbach
    
	
 
    	
Title:
    	
Associate Managing   Director
    
	
 
    	
 
    	
 
    
	
 
    	
U.S. BANK NATIONAL   ASSOCIATION,
    
	
 
    	
as a Lender
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/ Mary Ann Klemm
    
	
 
    	
Name:
    	
Mary Ann Klemm
    
	
 
    	
Title:
    	
Senior Vice President
    


 

KAPSTONE KRAFT PAPER CORPORATION

THIRD AMENDMENT TO

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

 











 

	
 
    	
WELLS FARGO BANK,   NATIONAL ASSOCIATION,
    
	
 
    	
as a Lender
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/ Andrew Payne
    
	
 
    	
Name:
    	
Andrew Payne
    
	
 
    	
Title:
    	
Director
    
	
 
    	
 
    	
 
    
	
 
    	
FIRST BANK OF HIGHLAND   PARK,
    
	
 
    	
as a Lender
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/ Sara DeKuiper
    
	
 
    	
Name:
    	
Sara DeKuiper
    
	
 
    	
Title:
    	
Senior Vice President
    
	
 
    	
 
    	
 
    
	
 
    	
AGRIBANK, FCB,
    
	
 
    	
as a Voting Participant
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/ Jeff Hanson
    
	
 
    	
Name:
    	
Jeff Hanson
    
	
 
    	
Title:
    	
VP Lending
    
	
 
    	
 
    	
 
    
	
 
    	
COMPEER FINANCIAL, FLCA   (successor by merger to Badgerland Financial, FLCA),
    
	
 
    	
as a Voting Participant
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/ Corey J. Waldinger
    
	
 
    	
Name:
    	
Corey J. Waldinger
    
	
 
    	
Title:
    	
Director, Capital   Markets
    
	
 
    	
 
    	
 
    
	
 
    	
CAPITAL FARM CREDIT,
    
	
 
    	
as a Voting Participant
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/ Joseph R Slagle
    
	
 
    	
Name:
    	
Joseph R Slagle
    
	
 
    	
Title:
    	
SVP — Capital Markets
    
	
 
    	
 
    	
 
    
	
 
    	
FARM CREDIT   MID-AMERICA, FLCA,
    
	
 
    	
as a Voting Participant
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/ Tabatha Hamilton
    
	
 
    	
Name:
    	
Tabatha Hamilton
    
	
 
    	
Title:
    	
Vice President Capital   Markets
    
	
 
    	
 
    	
 
    
	
 
    	
FARM CREDIT OF CENTRAL   FLORIDA, ACA,
    
	
 
    	
as a Voting Participant
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/ D. Scott Fontenot
    
	
 
    	
Name:
    	
D. Scott Fontenot
    
	
 
    	
Title:
    	
Chief Operating Officer
    


 

KAPSTONE KRAFT PAPER CORPORATION

THIRD AMENDMENT TO

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

 











 

	
 
    	
FARM CREDIT WEST, FLCA,
    
	
 
    	
as a Voting Participant
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/ Ben Madonna
    
	
 
    	
Name:
    	
Ben Madonna
    
	
 
    	
Title:
    	
Vice President
    
	
 
    	
 
    	
 
    
	
 
    	
FIRST SOUTH FARM   CREDIT, ACA,
    
	
 
    	
as a Voting Participant
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/ John W. Hurt
    
	
 
    	
Name:
    	
John W. Hurt
    
	
 
    	
Title:
    	
Vice President
    
	
 
    	
 
    	
 
    
	
 
    	
MIDATLANTIC FARM   CREDIT, ACA agent/nominee for its wholly owned subsidiary, MidAtlantic Farm   Credit, FLCA,
    
	
 
    	
as a Voting Participant
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/ James F.   Jones, Jr.
    
	
 
    	
Name:
    	
James F.   Jones, Jr.
    
	
 
    	
Title:
    	
Vice-President
    
	
 
    	
 
    	
 
    
	
 
    	
FCS COMMERCIAL FINANCE   GROUP, FOR AGCOUNTRY FARM CREDIT SERVICES, FLCA,
    
	
 
    	
as a Voting Participant
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/ Lisa Caswell
    
	
 
    	
Name:
    	
Lisa Caswell
    
	
 
    	
Title:
    	
Vice President
    
	
 
    	
 
    	
 
    
	
 
    	
NORTHWEST FARM CREDIT   SERVICES, FLCA,
    
	
 
    	
as a Voting Participant
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/ Jeremy A. Roewe
    
	
 
    	
Name:
    	
Jeremy A. Roewe
    
	
 
    	
Title:
    	
Vice President
    
	
 
    	
 
    	
 
    
	
 
    	
GREENSTONE FARM CREDIT   SERVICES, ACA/FLCA,
    
	
 
    	
as a Voting Participant
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/ Jeff Pavlik
    
	
 
    	
Name:
    	
Jeff Pavlik
    
	
 
    	
Title:
    	
SVP of Capital Markets
    
	
 
    	
 
    	
 
    
	
 
    	
LONE STAR AG CREDIT,
    
	
 
    	
as a Voting Participant
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/ Brad Fjestad
    
	
 
    	
Name:
    	
Brad Fjestad
    
	
 
    	
Title:
    	
VP Commercial Credit
    
	
 
    	
 
    	
 
    
	
 
    	
FARM CREDIT EAST, ACA,
    
	
 
    	
as a Voting Participant
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/ Eric W. Pohlman
    
	
 
    	
Name:
    	
Eric W. Pohlman
    
	
 
    	
Title:
    	
Vice President
    


 

KAPSTONE KRAFT PAPER CORPORATION

THIRD AMENDMENT TO

SECOND AMENDED AND RESTATED CREDIT AGREEMENT