Exhibit 10.1

 

FIRST AMENDMENT TO

AMENDED AND RESTATED CREDIT AGREEMENT

 

THIS FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”) dated as of April 2, 2014 is by and among KAPSTONE KRAFT PAPER CORPORATION, a Delaware corporation (the “Borrower”), KAPSTONE PAPER AND PACKAGING CORPORATION, a Delaware corporation (the “Parent”), certain subsidiaries of the Parent identified on the signature pages hereto as Guarantors, the Lenders identified on the signature pages hereto and BANK OF AMERICA, N.A., as Administrative Agent (the “Administrative Agent”), Swing Line Lender and L/C Issuer.

 

W I T N E S S E T H

 

WHEREAS, the Borrower, the Parent, the other Guarantors party thereto, the Lenders party thereto, and the Administrative Agent have entered into that certain Amended and Restated Credit Agreement dated as of July 18, 2013 (as amended, restated, modified or supplemented from time to time, the “Credit Agreement”);

 

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

 

WHEREAS, the Lenders 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.                                      Amendment.  Subject to the other terms and conditions of this Agreement (including the conditions precedent set forth in Section 3 hereof), in the definition of “Applicable Rate” in Section 1.01 of the Credit Agreement, the table is hereby amended to read as follows:

 

	
Applicable Rate
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
Revolving Credit Facility and
   Term Loan A-1
    	
 
    	
Term Loan A-2
    	
 
    
	
Pricing
   Level
    	
 
    	
Total Leverage Ratio
    	
 
    	
Base Rate
   Loans
    	
 
    	
Eurodollar Rate
   Loans
    	
 
    	
Unused
   Fee
    	
 
    	
Letter of
   Credit Fee
    	
 
    	
Base Rate
   Loans
    	
 
    	
Eurodollar
   Rate Loans
    	
 
    
	
I
    	
 
    	
> 3.00x
    	
 
    	
1.00
    	
%
    	
2.00
    	
%
    	
0.40
    	
%
    	
2.00
    	
%
    	
1.25
    	
%
    	
2.25
    	
%
    
	
II
    	
 
    	
> 2.25x   but < 3.00x
    	
 
    	
0.75
    	
%
    	
1.75
    	
%
    	
0.35
    	
%
    	
1.75
    	
%
    	
1.00
    	
%
    	
2.00
    	
%
    
	
III
    	
 
    	
>1.75x but <   2.25x
    	
 
    	
0.50
    	
%
    	
1.50
    	
%
    	
0.30
    	
%
    	
1.50
    	
%
    	
0.75
    	
%
    	
1.75
    	
%
    
	
IV
    	
 
    	
> 1.00x   but < 1.75x
    	
 
    	
0.25
    	
%
    	
1.25
    	
%
    	
0.25
    	
%
    	
1.25
    	
%
    	
0.50
    	
%
    	
1.50
    	
%
    
	
V
    	
 
    	
<1.00x
    	
 
    	
0
    	
%
    	
1.00
    	
%
    	
0.25
    	
%
    	
1.00
    	
%
    	
0.25
    	
%
    	
1.25
    	
%
    


 

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, the Lenders, the Voting Participants, the Swing Line Lender and the L/C Issuer; and

 

(b)                                 Fees and Expenses.  The payment by the Borrower to the Administrative Agent (or one of its Affiliates) of all fees and expenses which are due and payable to the Administrative Agent or the Lenders as of the date hereof, including all reasonable out of pocket costs and expenses of the Administrative Agent 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).

 

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 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 is hereby ratified and confirmed and shall remain in full force and effect according to its 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 other than as specifically waived herein nor as a waiver of any breach or default of which the Lenders have not been informed by the Borrower, (ii) affect the right of the Lenders to demand compliance by the Loan Parties with all terms and conditions of the Credit Agreement in all other instances, (iii) be deemed a waiver of any transaction or future action on the part of the Loan Parties requiring the Lenders’ or the Required Lenders’ consent or approval under the Credit Agreement, or (iv) be deemed or construed to be a 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

 

2











 

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 Tarbox
    
	
 
    	
Name:   
    	
Andrea   Tarbox
    
	
 
    	
Title:
    	
Treasurer
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
GUARANTORS:
    	
KAPSTONE   PAPER AND PACKAGING
    
	
 
    	
CORPORATION,   a Delaware corporation
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:   
    	
/s/   Andrea Tarbox
    
	
 
    	
Name:   
    	
Andrea   Tarbox
    
	
 
    	
Title:
    	
Vice   President and CFO
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
KAPSTONE   CHARLESTON KRAFT LLC,
    
	
 
    	
a   Delaware limited liability company
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:   
    	
/s/   Andrea Tarbox
    
	
 
    	
Name:   
    	
Andrea   Tarbox
    
	
 
    	
Title:
    	
Treasurer
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
KAPSTONE   CONTAINER CORPORATION,
    
	
 
    	
a   Georgia corporation
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:   
    	
/s/   Andrea Tarbox
    
	
 
    	
Name:   
    	
Andrea   Tarbox
    
	
 
    	
Title:
    	
Treasurer
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
LONGVIEW   FIBRE PAPER AND PACKAGING, INC.,
    
	
 
    	
a   Washington corporation
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:   
    	
/s   Andrea Tarbox
    
	
 
    	
Name:   
    	
Andrea   Tarbox
    
	
 
    	
Title:
    	
Treasurer
    


 

KAPSTONE KRAFT PAPER CORPORATION

FIRST AMENDMENT TO

AMENDED AND RESTATED CREDIT AGREEMENT

 











 

	
ADMINISTRATIVE
    	
BANK   OF AMERICA, N.A.,
    
	
AGENT:
    	
as   Administrative Agent
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/   Maria A. McClain
    
	
 
    	
Name:
    	
Maria   A. McClain
    
	
 
    	
Title:
    	
Vice   President
    


 

KAPSTONE KRAFT PAPER CORPORATION

FIRST AMENDMENT TO

AMENDED AND RESTATED CREDIT AGREEMENT

 











 

	
LENDERS:
    	
BANK   OF AMERICA, N.A.,
    
	
 
    	
as   a Lender, L/C Issuer and Swing Line Lender
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:   
    	
/s/   Brian McDonald
    
	
 
    	
Name:   
    	
Brian   McDonald
    
	
 
    	
Title:
    	
Senior   Vice President
    


 

KAPSTONE KRAFT PAPER CORPORATION

FIRST AMENDMENT TO

AMENDED AND RESTATED CREDIT AGREEMENT

 











 

	
 
    	
BARCLAYS   BANK PLC,
    
	
 
    	
as   a Lender
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:   
    	
/s/   Christopher R. Lee
    
	
 
    	
Name:   
    	
Christophe   R. Lee
    
	
 
    	
Title:
    	
Assistant   Vice President
    


 

KAPSTONE KRAFT PAPER CORPORATION

FIRST AMENDMENT TO

AMENDED AND RESTATED CREDIT AGREEMENT

 











 

	
 
    	
WELLS   FARGO BANK, NATIONAL ASSOCIATION,
    
	
 
    	
as   a Lender
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:   
    	
/s/   John D. Brady
    
	
 
    	
Name:   
    	
John   D. Brady
    
	
 
    	
Title:
    	
Managing   Director
    


 

KAPSTONE KRAFT PAPER CORPORATION

FIRST AMENDMENT TO

AMENDED AND RESTATED CREDIT AGREEMENT

 











 

	
 
    	
SUMITOMO   MITSUI BANKING CORPORATION,
    
	
 
    	
as   a Lender
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:   
    	
/s/   James D. Weinstein
    
	
 
    	
Name:   
    	
James   D. Weinstein
    
	
 
    	
Title:
    	
Managing   Director
    


 

KAPSTONE KRAFT PAPER CORPORATION

FIRST AMENDMENT TO

AMENDED AND RESTATED CREDIT AGREEMENT

 











 

	
 
    	
AMERICAN   SAVINGS BANK, F.S.B.,
    
	
 
    	
as   a Lender
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:   
    	
/s/   Rian DuBach
    
	
 
    	
Name:   
    	
Rian   DuBach
    
	
 
    	
Title:
    	
Vice   President
    


 

KAPSTONE KRAFT PAPER CORPORATION

FIRST AMENDMENT TO

AMENDED AND RESTATED CREDIT AGREEMENT

 












 

	
 
    	
THE   NORTHERN TRUST COMPANY,
    
	
 
    	
as   a Lender
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/   M. Scott Randall
    
	
 
    	
Name:
    	
M.   Scott Randall
    
	
 
    	
Title:
    	
Second   Vice President
    
				


 

KAPSTONE KRAFT PAPER CORPORATION

FIRST AMENDMENT TO

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
    
				


 

KAPSTONE KRAFT PAPER CORPORATION

FIRST AMENDMENT TO

AMENDED AND RESTATED CREDIT AGREEMENT

 











 

	
 
    	
FIRSTMERIT   BANK, N.A.,
    
	
 
    	
as   a Lender
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/   Timothy Daniels
    
	
 
    	
Name:
    	
Timothy   Daniels
    
	
 
    	
Title:
    	
Senior   Vice President
    
				


 

KAPSTONE KRAFT PAPER CORPORATION

FIRST AMENDMENT TO

AMENDED AND RESTATED CREDIT AGREEMENT

 











 

	
 
    	
RBS   CITIZENS, N.A.,
    
	
 
    	
as   a Lender
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/   Ravi Pillay
    
	
 
    	
Name:
    	
Ravi   Pillay
    
	
 
    	
Title:
    	
Officer
    
				


 

KAPSTONE KRAFT PAPER CORPORATION

FIRST AMENDMENT TO

AMENDED AND RESTATED CREDIT AGREEMENT

 











 

	
 
    	
KEYBANK,   N.A.,
    
	
 
    	
as   a Lender
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/   David A. Wild
    
	
 
    	
Name:
    	
David   A. Wild
    
	
 
    	
Title:
    	
Senior   Vice President
    
				


 

KAPSTONE KRAFT PAPER CORPORATION

FIRST AMENDMENT TO

AMENDED AND RESTATED CREDIT AGREEMENT

 











 

	
 
    	
FARM   CREDIT SERVICES OF AMERICA, PCA,
    
	
 
    	
as   a Lender
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/   Bruce Dean
    
	
 
    	
Name:
    	
Bruce   Dean
    
	
 
    	
Title:
    	
Vice   President
    
				


 

KAPSTONE KRAFT PAPER CORPORATION

FIRST AMENDMENT TO

AMENDED AND RESTATED CREDIT AGREEMENT

 











 

	
 
    	
FIRST   BANK OF HIGHLAND PARK,
    
	
 
    	
as   a Lender
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/   Martha F. McGuire
    
	
 
    	
Name:
    	
Martha   F. McGuire
    
	
 
    	
Title:
    	
Senior   Manager/Loan Capital Markets
    
	
 
    	
Senior   Vice President
    
				


 

KAPSTONE KRAFT PAPER CORPORATION

FIRST AMENDMENT TO

AMENDED AND RESTATED CREDIT AGREEMENT

 











 

	
 
    	
AGCHOICE   FARM CREDIT, ACA,
    
	
 
    	
as   a Lender
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/   Joshua L. Larock
    
	
 
    	
Name:
    	
Joshua   L. Larock
    
	
 
    	
Title:
    	
Vice   President
    
				


 

KAPSTONE KRAFT PAPER CORPORATION

FIRST AMENDMENT TO

AMENDED AND RESTATED CREDIT AGREEMENT

 











 

	
 
    	
COBANK,   ACB,
    
	
 
    	
as   a Lender
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/   Zachary Carpenter
    
	
 
    	
Name:
    	
Zachary   Carpenter
    
	
 
    	
Title:
    	
Vice   President
    
				


 

KAPSTONE KRAFT PAPER CORPORATION

FIRST AMENDMENT TO

AMENDED AND RESTATED CREDIT AGREEMENT

 











 

	
 
    	
THE   HUNTINGTON NATIONAL BANK,
    
	
 
    	
as   a Lender
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/   Lori Cummins-Meyer
    
	
 
    	
Name:
    	
Lori   Cummins-Meyer
    
	
 
    	
Title:
    	
Vice   President
    
				


 

KAPSTONE KRAFT PAPER CORPORATION

FIRST AMENDMENT TO

AMENDED AND RESTATED CREDIT AGREEMENT

 




 









 

	
 
    	
CAPITAL   ONE BUSINESS CREDIT CORP.
   (FORMERLY KNOWN AS CAPITAL ONE
   LEVERAGE FINANCE CORP.),
    
	
 
    	
as   a Lender
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/   Michael S. Burns
    
	
 
    	
Name:
    	
Michael   S. Burns
    
	
 
    	
Title:
    	
Managing   Director
    


 

KAPSTONE KRAFT PAPER CORPORATION

FIRST AMENDMENT TO

AMENDED AND RESTATED CREDIT AGREEMENT

 











 

	
 
    	
FIFTH   THIRD BANK, AN OHIO BANKING
   CORPORATION,
    
	
 
    	
as   a Lender
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/   Stephen C. Watts
    
	
 
    	
Name:
    	
Stephen   C. Watts
    
	
 
    	
Title:
    	
Vice   President
    


 

KAPSTONE KRAFT PAPER CORPORATION

FIRST AMENDMENT TO

AMENDED AND RESTATED CREDIT AGREEMENT

 











 

	
 
    	
AGSTAR   FINANCIAL SERVICES, PCA,
    
	
 
    	
as   a Lender
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/   Graham J. Dee
    
	
 
    	
Name:
    	
Graham   J. Dee
    
	
 
    	
Title:
    	
AVP   Capital Markets
    


 

KAPSTONE KRAFT PAPER CORPORATION

FIRST AMENDMENT TO

AMENDED AND RESTATED CREDIT AGREEMENT

 











 

	
 
    	
PNC   BANK, NATIONAL ASSOCIATION,
    
	
 
    	
as   a Lender
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/   Patrick Flaherty
    
	
 
    	
Name:
    	
Patrick   Flaherty
    
	
 
    	
Title:
    	
Vice   President
    


 

KAPSTONE KRAFT PAPER CORPORATION

FIRST AMENDMENT TO

AMENDED AND RESTATED CREDIT AGREEMENT

 











 

	
 
    	
BMO   HARRIS BANK N.A.,
    
	
 
    	
as   a Lender
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/   Lauren Lavcrato
    
	
 
    	
Name:
    	
Lauren   Lavcrato
    
	
 
    	
Title:
    	
Vice   President
    


 

KAPSTONE KRAFT PAPER CORPORATION

FIRST AMENDMENT TO

AMENDED AND RESTATED CREDIT AGREEMENT

 











 

	
 
    	
RAYMOND   JAMES BANK, N.A.,
    
	
 
    	
as   a Lender
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/   Scott G. Axelrod
    
	
 
    	
Name:
    	
Scott   G. Axelrod
    
	
 
    	
Title:
    	
Vice   President
    


 

KAPSTONE KRAFT PAPER CORPORATION

FIRST AMENDMENT TO

AMENDED AND RESTATED CREDIT AGREEMENT

 











 

	
 
    	
AMERICAN   AGCREDIT, PCA,
    
	
 
    	
as   a Lender and as Voting Participant
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/   Michael J. Balok
    
	
 
    	
Name:
    	
Michael   J. Balok
    
	
 
    	
Title:
    	
Vice   President
    


 

KAPSTONE KRAFT PAPER CORPORATION

FIRST AMENDMENT TO

AMENDED AND RESTATED CREDIT AGREEMENT

 











 

	
 
    	
1ST FARM CREDIT SERVICES, PCA,
    
	
 
    	
as   a Lender
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/   Corey Waldinger
    
	
 
    	
Name:
    	
Corey   Waldinger
    
	
 
    	
Title:
    	
Vice   President, Capital Markets Group
    


 

KAPSTONE KRAFT PAPER CORPORATION

FIRST AMENDMENT TO

AMENDED AND RESTATED CREDIT AGREEMENT

 











 

	
 
    	
FIRST   TENNESSEE NATIONAL ASSOCIATION,
    
	
 
    	
as   a Lender
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/   James H. Moore, Jr.
    
	
 
    	
Name:
    	
James   H. Moore, Jr.
    
	
 
    	
Title:
    	
Senior   Vice President
    


 

KAPSTONE KRAFT PAPER CORPORATION

FIRST AMENDMENT TO

AMENDED AND RESTATED CREDIT AGREEMENT

 











 

	
 
    	
AGFIRST   FARM CREDIT BANK,
    
	
 
    	
as   a Lender
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/   Matthew H. Jeffords
    
	
 
    	
Name:
    	
Matthew   H. Jeffords
    
	
 
    	
Title:
    	
Vice   President
    


 

KAPSTONE KRAFT PAPER CORPORATION

FIRST AMENDMENT TO

AMENDED AND RESTATED CREDIT AGREEMENT

 




 









 

	
 
    	
COMPASS BANK,
    
	
 
    	
as a Lender
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/   Charles Randolph
    
	
 
    	
Name:
    	
Charles   Randolph
    
	
 
    	
Title:
    	
Senior   Vice President
    


 

KAPSTONE KRAFT PAPER CORPORATION

FIRST AMENDMENT TO

AMENDED AND RESTATED CREDIT AGREEMENT

 











 

	
 
    	
FIRST MIDWEST BANK,
    
	
 
    	
as a Lender
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/   David W. Nelson
    
	
 
    	
Name:
    	
David   W. Nelson
    
	
 
    	
Title:
    	
Senior   Vice President
    


 

KAPSTONE KRAFT PAPER CORPORATION

FIRST AMENDMENT TO

AMENDED AND RESTATED CREDIT AGREEMENT

 











 

	
 
    	
MANUFACTURERS BANK,
    
	
 
    	
as a Lender
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ Sean Walker
    
	
 
    	
Name:
    	
Sean Walker
    
	
 
    	
Title:
    	
Senior Vice President
    


 

KAPSTONE KRAFT PAPER CORPORATION

FIRST AMENDMENT TO

AMENDED AND RESTATED CREDIT AGREEMENT

 











 

	
 
    	
BANKPLUS, A MISSISSIPPI BANKING CORPORATION,
    
	
 
    	
as a Lender
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ Jay Bourne
    
	
 
    	
Name:
    	
Jay Bourne
    
	
 
    	
Title:
    	
FVP
    


 

KAPSTONE KRAFT PAPER CORPORATION

FIRST AMENDMENT TO

AMENDED AND RESTATED CREDIT AGREEMENT

 











 

	
 
    	
COÖPERATIEVE   CENTRALE RAIFFEISEN BOERENLEENBANK B.A. “RABOBANK NEDERLAND”, NEW YORK   BRANCH,
    
	
 
    	
as a Lender
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
John L. Church
    
	
 
    	
Name:
    	
John L. Church
    
	
 
    	
Title:
    	
Managing Director
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
Peter Duncan
    
	
 
    	
Name:
    	
Peter Duncan
    
	
 
    	
Title:
    	
Managing Director
    


 

KAPSTONE KRAFT PAPER CORPORATION

FIRST AMENDMENT TO

AMENDED AND RESTATED CREDIT AGREEMENT

 











 

	
 
    	
TD BANK, N.A.,
    
	
 
    	
as a Lender
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ Michele Dragonetti
    
	
 
    	
Name:
    	
Michele Dragonetti
    
	
 
    	
Title:
    	
Senior Vice President
    


 

KAPSTONE KRAFT PAPER CORPORATION

FIRST AMENDMENT TO

AMENDED AND RESTATED CREDIT AGREEMENT

 











 

	
 
    	
U.S. BANK NATIONAL ASSOCIATION,
    
	
 
    	
as a Lender
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ Corey Davis
    
	
 
    	
Name:
    	
Corey Davis
    
	
 
    	
Title:
    	
Vice President
    


 

KAPSTONE KRAFT PAPER CORPORATION

FIRST AMENDMENT TO

AMENDED AND RESTATED CREDIT AGREEMENT

 











 

	
 
    	
THE PRIVATEBANK & TRUST,
    
	
 
    	
as a Lender
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ James Marsh
    
	
 
    	
Name:
    	
James Marsh
    
	
 
    	
Title:
    	
Associate Managing Director
    


 

KAPSTONE KRAFT PAPER CORPORATION

FIRST AMENDMENT TO

AMENDED AND RESTATED CREDIT AGREEMENT

 











 

	
 
    	
STERLING SAVINGS BANK,
    
	
 
    	
as a Lender
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ F. Brooks Einstein
    
	
 
    	
Name:
    	
F. Brooks Einstein
    
	
 
    	
Title:
    	
Vice President, Commercial Banking
    


 

KAPSTONE KRAFT PAPER CORPORATION

FIRST AMENDMENT TO

AMENDED AND RESTATED CREDIT AGREEMENT

 











 

	
 
    	
FIRST NATIONAL BANK OF OMAHA,
    
	
 
    	
as a Lender
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ Andrew Wong
    
	
 
    	
Name:
    	
Andrew Wong
    
	
 
    	
Title:
    	
Vice President
    


 

KAPSTONE KRAFT PAPER CORPORATION

FIRST AMENDMENT TO

AMENDED AND RESTATED CREDIT AGREEMENT

 












 

	
 
    	
FARM CREDIT MID-AMERICA, FLCA,
    
	
 
    	
as a Voting Participant
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ Ralph M. Bowman
    
	
 
    	
Name:
    	
Ralph M. Bowman
    
	
 
    	
Title:
    	
Vice President Capital Markets
    


 

KAPSTONE KRAFT PAPER CORPORATION

FIRST AMENDMENT TO

AMENDED AND RESTATED CREDIT AGREEMENT

 











 

	
 
    	
UNITED   FCS, FLCA (D/B/A FCS COMMERCIAL FINANCE GROUP),
    
	
 
    	
as a Voting Participant
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ Lisa Caswell
    
	
 
    	
Name:
    	
Lisa Caswell
    
	
 
    	
Title:
    	
Vice President
    


 

KAPSTONE KRAFT PAPER CORPORATION

FIRST AMENDMENT TO

AMENDED AND RESTATED CREDIT AGREEMENT

 











 

	
 
    	
AGRIBANK, FCB,
    
	
 
    	
as a Voting Participant
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ Allan L. Ludwigson
    
	
 
    	
Name:
    	
Allan L. Ludwigson
    
	
 
    	
Title:
    	
Senior Lending Officer
    


 

KAPSTONE KRAFT PAPER CORPORATION

FIRST AMENDMENT TO

AMENDED AND RESTATED CREDIT AGREEMENT

 











 

	
 
    	
GREENSTONE FARM CREDIT SERVICES, ACA/FLCA,
    
	
 
    	
as a Voting Participant
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ Jeff Pavlik
    
	
 
    	
Name:
    	
Jeff Pavlik
    
	
 
    	
Title:
    	
Vice President
    


 

KAPSTONE KRAFT PAPER CORPORATION

FIRST AMENDMENT TO

AMENDED AND RESTATED CREDIT AGREEMENT

 











 

	
 
    	
BADGERLAND FINANCIAL, FLCA,
    
	
 
    	
as a Voting Participant
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ Kenneth H. Rue
    
	
 
    	
Name:
    	
Kenneth H. Rue
    
	
 
    	
Title:
    	
VP – Capital Markets
    


 

KAPSTONE KRAFT PAPER CORPORATION

FIRST AMENDMENT TO

AMENDED AND RESTATED CREDIT AGREEMENT

 











 

	
 
    	
CAPITAL FARM CREDIT, FLCA,
    
	
 
    	
as a Voting Participant
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ Jeff Norte
    
	
 
    	
Name:
    	
Jeff Norte
    
	
 
    	
Title:
    	
Senior Vice President
    


 

KAPSTONE KRAFT PAPER CORPORATION

FIRST AMENDMENT TO

AMENDED AND RESTATED CREDIT AGREEMENT

 











 

	
 
    	
NORTHWEST FARM CREDIT   SERVICES, FLCA,
    
	
 
    	
as a Voting Participant
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ Jeremy A. Roewe
    
	
 
    	
Name:
    	
Jeremy A. Roewe
    
	
 
    	
Title:
    	
Vice President
    


 

KAPSTONE KRAFT PAPER CORPORATION

FIRST AMENDMENT TO

AMENDED AND RESTATED CREDIT AGREEMENT

 












 

	
 
    	
FARM CREDIT EAST, ACA,
    
	
 
    	
as   a Voting Participant
    
	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:   
    	
/s/   Justin Brown
    
	
 
    	
Name:
    	
Justin   Brown
    
	
 
    	
Title:
    	
Vice   President
    


 

KAPSTONE KRAFT PAPER CORPORATION

FIRST AMENDMENT TO

AMENDED AND RESTATED CREDIT AGREEMENT

 











 

	
 
    	
LONE   STAR, FLCA,
    
	
 
    	
as   a Voting Participant
    
	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:   
    	
/s/   Jim Bob Reynolds
    
	
 
    	
Name:
    	
Jim   Bob Reynolds
    
	
 
    	
Title:
    	
Chief   Lending Officer
    


 

KAPSTONE KRAFT PAPER CORPORATION

FIRST AMENDMENT TO

AMENDED AND RESTATED CREDIT AGREEMENT

 











 

	
 
    	
MID-ATLANTIC   FARM CREDIT,
    
	
 
    	
as   a Voting Participant
    
	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:   
    	
/s/   James E. May
    
	
 
    	
Name:
    	
James   E. May
    
	
 
    	
Title:
    	
Vice   President
    


 

KAPSTONE KRAFT PAPER CORPORATION

FIRST AMENDMENT TO

AMENDED AND RESTATED CREDIT AGREEMENT

 











 

	
 
    	
FIRST   SOUTH FARM CREDIT,
    
	
 
    	
as   a Voting Participant
    
	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:   
    	
/s/   John W. Hurt
    
	
 
    	
Name:
    	
John   W. Hurt
    
	
 
    	
Title:
    	
Vice   President
    


 

KAPSTONE KRAFT PAPER CORPORATION

FIRST AMENDMENT TO

AMENDED AND RESTATED CREDIT AGREEMENT

 











 

	
 
    	
FARM   CREDIT OF FLORIDA,
    
	
 
    	
as   a Voting Participant
    
	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:   
    	
/s/   Michael W. Zolkos
    
	
 
    	
Name:
    	
Michael   W. Zolkos
    
	
 
    	
Title:
    	
Cap.   Markets Officer
    


 

KAPSTONE KRAFT PAPER CORPORATION

FIRST AMENDMENT TO

AMENDED AND RESTATED CREDIT AGREEMENT

 











 

	
 
    	
FARM CREDIT WEST, FLCA,
    
	
 
    	
as   a Voting Participant
    
	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:   
    	
/s/   Ben Madonna
    
	
 
    	
Name:
    	
Ben   Madonna
    
	
 
    	
Title:
    	
Vice   President
    


 

KAPSTONE KRAFT PAPER CORPORATION

FIRST AMENDMENT TO

AMENDED AND RESTATED CREDIT AGREEMENT

 











 

	
 
    	
FARM CREDIT SERVICES SOUTHWEST, PCA,
    
	
 
    	
as   a Voting Participant
    
	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:   
    	
/s/   Denise Warkomski
    
	
 
    	
Name:
    	
Denise   Warkomski
    
	
 
    	
Title:
    	
Vice   President
    


 

KAPSTONE KRAFT PAPER CORPORATION

FIRST AMENDMENT TO

AMENDED AND RESTATED CREDIT AGREEMENT