Exhibit 10.3

 

SECOND AMENDMENT TO

AMENDED AND RESTATED CREDIT AGREEMENT

 

THIS SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”) dated as of August 15, 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 by the First Amendment to Amended and Restated Credit Agreement dated as of April 2, 2014 and as further 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.                                      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)                                 The definition of “Securitization Transaction” is hereby amended and restated in its entirety to read as follows:

 

“Securitization Transaction” means any transaction of any Loan Party or any Securitization Entity providing for sales, transfers, conveyances and/or pledges of Receivables that do not provide, directly or indirectly, for recourse against any Loan Party or its Affiliates (other than any Securitization Entity) by way of a guaranty or any other support arrangement, with respect to the amount of such Receivables (based on the financial condition or circumstances of the obligor thereunder), other than such limited recourse as is reasonable given market standards for transactions of a similar type, taking into account such factors as historical bad debt loss experience and obligor concentration levels, including in connection with any servicing of the Receivables subject thereto by any Loan Party.

 

(b)                                 The following definition is hereby added to Section 1.01 of the Credit Agreement in the appropriate alphabetical order:

 











 

“Securitization Entity” means a Wholly Owned Subsidiary of the Borrower which engages in no activities other than the transactions contemplated by a Securitization Transaction and activities reasonably related thereto.

 

(c)                                  Section 6.10 of the Credit Agreement is hereby amended and restated in its entirety to read as follows:

 

Notify the Administrative Agent promptly upon (a) the formation or acquisition of any direct or indirect Domestic Subsidiary or Foreign Subsidiary or (b) the acquisition or lease of any Material Real Property by an existing Loan Party (or any real property owned or leased by any Loan Party becoming Material Real Property) and, subject to any qualifications set forth in the definition of Permitted Acquisition, promptly and in any event within 30 days of such formation, acquisition  or lease take, and cause each other Loan Party to take, such actions as are necessary or as the Administrative Agent or the Required Lenders may reasonably request from time to time to ensure that the Obligations of each Loan Party under the Loan Documents are secured by substantially all of the assets of the Parent, the Borrower and each Domestic Subsidiary (other than any Securitization Entity) of the Parent (including all Capital Securities of the Borrower and each direct or indirect Domestic Subsidiary and 65% of all Capital Securities of each direct Material Foreign Subsidiary but excluding non-Material Real Property) and guaranteed by each Domestic Subsidiary and Foreign Subsidiary of the Borrower (including any such Subsidiary acquired or created after the Closing Date but excluding any Securitization Entity), except where the guarantee by any such Foreign Subsidiary would be unlawful under applicable law or create material and adverse tax consequences for the Loan Parties, as determined by the Borrower in its commercially reasonable judgment acting in good faith and in consultation with its legal and tax advisors, including (i) the execution and delivery of guaranties, security agreements, pledge agreements, mortgages, deeds of trust, financing statements and other documents, and the filing or recording of any of the foregoing, (ii) the delivery of certificated securities and other Collateral with respect to which perfection is obtained by possession and (iii) the delivery of flood insurance policies acceptable to the Administrative Agent (which will be made available to the Lenders) with respect to any Material Real Property acquired or leased after the Closing Date which is determined to be in a flood zone (and acknowledgments signed by the Loan Party owning or leasing any such properties which are determined to be in a flood zone); provided, however, that with respect to any security interest in any Material Real Property, (A) the Loan Parties shall have an additional 60 days (or such longer period as the Administrative Agent may agree to) to deliver such mortgages, deeds of trust or other documents necessary to obtain such security interest to the extent delivery of such documents cannot otherwise be completed within the allotted time and (B) to the extent such Material Real Property is leased by a Loan Party, the Loan Parties shall only be required to deliver the foregoing Collateral Documents and related items to the extent the same are available after using commercially reasonable efforts.

 

(d)                                 Section 7.05(b)(iv)(B) of the Credit Agreement is hereby amended to add the words “or contribution” immediately following the reference to “the sale”.

 

(e)                                  Section 7.09(c) of the Credit Agreement is hereby amended to add the following parenthetical immediately following the first reference to “of any Subsidiary”:

 

2











 

“(other than any Securitization Entity)”

 

(f)                                   Section 7.11(l) of the Credit Agreement is hereby amended and restated in its entirety to read as follows:

 

(l)                                     Investments made in connection with any Permitted Securitization Transaction and Investments received in connection with any other disposition of assets permitted by Section 7.05; and

 

(g)                                  Section 9.10(a)(ii) is hereby amended and restated in its entirety to read as follows:

 

“(ii) that is disposed or to be disposed as part of or in connection with any disposition permitted hereunder or under any other Loan Document,”

 

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 the Administrative Agent (or one of its Affiliates) of 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

 

3











 

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 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]

 

4











 

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


 

KAPSTONE KRAFT PAPER CORPORATION

SECOND 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

SECOND AMENDMENT TO

AMENDED AND RESTATED CREDIT AGREEMENT

 

 












 

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


 

KAPSTONE KRAFT PAPER CORPORATION

SECOND 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

SECOND 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

SECOND AMENDMENT TO

AMENDED AND RESTATED CREDIT AGREEMENT

 











 

	
 
    	
MIDATLANTIC   FARM CREDIT, FLCA,
    
	
 
    	
as   a Voting Participant
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/   William J. Rutter
    
	
 
    	
Name:   
    	
William   J. Rutter
    
	
 
    	
Title:
    	
Vice   President
    
				


 

KAPSTONE KRAFT PAPER CORPORATION

SECOND AMENDMENT TO

AMENDED AND RESTATED CREDIT AGREEMENT

 












 

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


 

KAPSTONE KRAFT PAPER CORPORATION

SECOND 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.   Mkts. Officer
    
				


 

KAPSTONE KRAFT PAPER CORPORATION

SECOND 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

SECOND AMENDMENT TO

AMENDED AND RESTATED CREDIT AGREEMENT

 











 

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


 

KAPSTONE KRAFT PAPER CORPORATION

SECOND 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

SECOND 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

SECOND 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/   Ciara Forrest Bochenek
    
	
 
    	
Name:   
    	
Ciara   Forrest Bochenek
    
	
 
    	
Title:
    	
Vice   President
    
				


 

KAPSTONE KRAFT PAPER CORPORATION

SECOND AMENDMENT TO

AMENDED AND RESTATED CREDIT AGREEMENT

 











 

	
 
    	
BARCLAYS   BANK PLC,
    
	
 
    	
as   a Lender
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/   Christopher R. Lee
    
	
 
    	
Name:   
    	
CHRISTOPHER   R. LEE
    
	
 
    	
Title:
    	
ASSISTANT   VICE PRESIDENT
    
				


 

KAPSTONE KRAFT PAPER CORPORATION

SECOND 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

SECOND AMENDMENT TO

AMENDED AND RESTATED CREDIT AGREEMENT

 











 

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


 

KAPSTONE KRAFT PAPER CORPORATION

SECOND 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/   Ron Walker
    
	
 
    	
Name:   
    	
Ron   Walker
    
	
 
    	
Title:
    	
Senior   Vice President
    
				


 

KAPSTONE KRAFT PAPER CORPORATION

SECOND AMENDMENT TO

AMENDED AND RESTATED CREDIT AGREEMENT

 











 

	
 
    	
CITIZENS   BANK, N.A.
    	
,
    
	
 
    	
(formerly   known as RBS Citizens, N.A.)
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
as   a Lender
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/   R. Michael Newton
    
	
 
    	
Name:   
    	
R.   Michael Newton
    
	
 
    	
Title:
    	
Senior   Vice President
    
					


 

KAPSTONE KRAFT PAPER CORPORATION

SECOND AMENDMENT TO

AMENDED AND RESTATED CREDIT AGREEMENT

 











 

	
 
    	
COBANK,   ACB,
    
	
 
    	
as   a Lender
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/   Kyle Weaver
    
	
 
    	
Name:   
    	
Kyle   Weaver
    
	
 
    	
Title:
    	
Vice   President
    
				


 

KAPSTONE KRAFT PAPER CORPORATION

SECOND 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

SECOND AMENDMENT TO

AMENDED AND RESTATED CREDIT AGREEMENT

 











 

	
 
    	
FARM   CREDIT EAST, ACA,
    
	
 
    	
as   a Voting Participant
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/   James M. Papai
    
	
 
    	
Name:   
    	
James   M. Papai
    
	
 
    	
Title:
    	
Sr.   Vice President
    
				


 

KAPSTONE KRAFT PAPER CORPORATION

SECOND AMENDMENT TO

AMENDED AND RESTATED CREDIT AGREEMENT

 











 

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


 

KAPSTONE KRAFT PAPER CORPORATION

SECOND AMENDMENT TO

AMENDED AND RESTATED CREDIT AGREEMENT

 











 

	
 
    	
FARM   CREDIT SERVICES SOUTHWEST, PCA,
    
	
 
    	
as   a Voting Participant
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/   John Barkell
    
	
 
    	
Name:   
    	
John   Barkell
    
	
 
    	
Title:
    	
EVP   – Chief Financial Officer
    
				


 

KAPSTONE KRAFT PAPER CORPORATION

SECOND AMENDMENT TO

AMENDED AND RESTATED CREDIT AGREEMENT

 











 

	
 
    	
COÖPERATIEVE   CENTRALE RAIFFEISEN-
    
	
 
    	
BOERENLEENBANK   B.A. “RABOBANK 
    
	
 
    	
NEDERLAND”   NEW YORK BRANCH,
    
	
 
    	
as   a Lender
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/   Bradley Pierce
    
	
 
    	
Name:   
    	
Bradley   Pierce
    
	
 
    	
Title:
    	
Executive   Director
    
	
 
    
	
 
    
	
 
    	
By:
    	
/s/   James Purky
    
	
 
    	
Name:   
    	
James   Purky
    
	
 
    	
Title:
    	
Vice   President
    
				


 

KAPSTONE KRAFT PAPER CORPORATION

SECOND 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

SECOND AMENDMENT TO

AMENDED AND RESTATED CREDIT AGREEMENT

 











 

	
 
    	
LONE   STAR, FLCA,
    
	
 
    	
as   a Voting Participant
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/   Robert Humphreys
    
	
 
    	
Name:   
    	
Robert   Humphreys
    
	
 
    	
Title:
    	
Credit   Office President
    
				


 

KAPSTONE KRAFT PAPER CORPORATION

SECOND 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

SECOND AMENDMENT TO

AMENDED AND RESTATED CREDIT AGREEMENT

 











 

	
 
    	
FARM   CREDIT MID-AMERICA, FLCA,
    
	
 
    	
as   a Voting Participant
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/   Roy L. Bennett
    
	
 
    	
Name:   
    	
Roy   L. Bennett
    
	
 
    	
Title:
    	
Senior   Credit Officer
    
				


 

KAPSTONE KRAFT PAPER CORPORATION

SECOND 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

SECOND 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

SECOND AMENDMENT TO

AMENDED AND RESTATED CREDIT AGREEMENT

 











 

	
 
    	
BADGERLAND   FINANCIAL, FLCA,
    
	
 
    	
as   a Voting Participant
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/   Matthew H. Larse
    
	
 
    	
Name:   
    	
Matthew   H. Larse
    
	
 
    	
Title:
    	
VP,   Capital Markets
    
				


 

KAPSTONE KRAFT PAPER CORPORATION

SECOND AMENDMENT TO

AMENDED AND RESTATED CREDIT AGREEMENT

 











 

	
 
    	
CAPITAL   FARM CREDIT, FLCA,
    
	
 
    	
as   a Voting Participant
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/   Jon Hutchinson
    
	
 
    	
Name:   
    	
Jon   Hutchinson
    
	
 
    	
Title:
    	
Vice   President, Senior Credit Officer
    
				


 

KAPSTONE KRAFT PAPER CORPORATION

SECOND AMENDMENT TO

AMENDED AND RESTATED CREDIT AGREEMENT

 











 

	
 
    	
FIFTH   THIRD BANK,
    
	
 
    	
as   a Lender
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/   Stephen C. Watts
    
	
 
    	
Name:   
    	
Stephen C. Watts
    
	
 
    	
Title:
    	
VICE   PRESIDENT
    
				


 

KAPSTONE KRAFT PAPER CORPORATION

SECOND AMENDMENT TO

AMENDED AND RESTATED CREDIT AGREEMENT

 











 

	
 
    	
First   Bank of Highland Park,
    
	
 
    	
as   a Lender
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/   Martha McGuire
    
	
 
    	
Name:   
    	
Martha   McGuire
    
	
 
    	
Title:
    	
Senior   Vice President
    
				


 

KAPSTONE KRAFT PAPER CORPORATION

SECOND AMENDMENT TO

AMENDED AND RESTATED CREDIT AGREEMENT

 











 

	
 
    	
FIRST   TENNESSEE BANK NATIONAL
    
	
 
    	
ASSOCIATION, as a Lender
    
	
 
    	
as   a Lender
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/   Sharon Shipley
    
	
 
    	
Name:   
    	
Sharon   Shipley
    
	
 
    	
Title:
    	
Vice   President
    
				


 

KAPSTONE KRAFT PAPER CORPORATION

SECOND 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

SECOND AMENDMENT TO

AMENDED AND RESTATED CREDIT AGREEMENT

 












 

	
 
    	
KEY   BANK NATIONAL ASSOCIATION,
    
	
 
    	
as   a Lender
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/   David A. Wild
    
	
 
    	
Name:   
    	
David   A. Wild
    
	
 
    	
Title:
    	
Senior   Vice President
    
				


 

KAPSTONE KRAFT PAPER CORPORATION

SECOND 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

SECOND 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

SECOND 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

SECOND 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

SECOND AMENDMENT TO

AMENDED AND RESTATED CREDIT AGREEMENT

 











 

	
 
    	
SUMITOMO   MITSUI BANKING CORPORATION,
    
	
 
    	
as   a Lender
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/   Katsuyuki Kubo
    
	
 
    	
Name:   
    	
Katsuyuki   Kubo
    
	
 
    	
Title:
    	
Managing   Director
    
				


 

KAPSTONE KRAFT PAPER CORPORATION

SECOND 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

SECOND AMENDMENT TO

AMENDED AND RESTATED CREDIT AGREEMENT

 











 

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


 

KAPSTONE KRAFT PAPER CORPORATION

SECOND AMENDMENT TO

AMENDED AND RESTATED CREDIT AGREEMENT

 











 

	
 
    	
U.S.   BANK, NATIONAL ASSOCIATION,
    
	
 
    	
as   a Lender
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/   Mary Ann Klemm
    
	
 
    	
Name:   
    	
Mary   Ann Klemm
    
	
 
    	
Title:
    	
Vice   President
    
				


 

KAPSTONE KRAFT PAPER CORPORATION

SECOND AMENDMENT TO

AMENDED AND RESTATED CREDIT AGREEMENT

 











 

	
 
    	
WELLS   FARGO BANK, NA,
    
	
 
    	
as   a Lender
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/   John Runger
    
	
 
    	
Name:   
    	
John   Runger
    
	
 
    	
Title:
    	
Managing   Director
    
				


 

KAPSTONE KRAFT PAPER CORPORATION

SECOND AMENDMENT TO

AMENDED AND RESTATED CREDIT AGREEMENT