Exhibit 10.28

 

April 16, 2018

 

KapStone Receivables, LLC

1101 Skokie Blvd, Suite 300

Northbrook, IL 60062

 

Re:                             Specified Victory Receivables

 

Ladies and Gentlemen:

 

Reference is hereby made to the Receivables Purchase Agreement dated as of September 26, 2014 (as amended or otherwise modified from time to time prior to the date hereof, the “Purchase Agreement”), by and among:

 

(a)                     KapStone Receivables, LLC, a Delaware limited liability company (the “Seller”),

 

(b)                     KapStone Paper and Packaging Corporation, a Delaware corporation (the “Servicer”),

 

(c)                      the Purchasers from time to time party thereto including Wells Fargo Bank, N.A., PNC Bank, National Association, Sumitomo Mitsui Banking Corporation, New York Branch, and Coöperatieve Rabobank, U.A., New York Branch, and

 

(d)                     Wells Fargo Bank, N.A., in its capacity as administrative agent for the Purchasers (in such capacity, together with its successors and assigns in such capacity, the “Administrative Agent”).

 

Capitalized terms used and not otherwise defined herein are used with the meanings attributed thereto in the Purchase Agreement.

 

1.                                      Specified Victory Receivables.                            Victory Packaging, L.P. (“Victory”) has directed (and may in the future direct) Obligors on certain accounts receivable originated by Victory to make payments thereon to Victory’s credit card processing account at BBVA Compass Bank (which such account is not a Collection Account).  Such accounts receivable are referred to herein as the “Specified Victory Receivables”. The parties to the Purchase Agreement and the Sale Agreement did not intend for the Specified Victory Receivables to be “Receivables” for purposes of the Transaction Documents but instead “Excluded Receivables”.  Accordingly, each of the undersigned confirms that the Specified Victory Receivables are (and have at all times been) “Excluded Receivables” for purposes of the Purchase Agreement, the Sale Agreement and each of the other Transaction Documents.  Each of the Seller and the Servicer confirms that the Specified Victory Receivables have not at any time been included as Eligible Receivables for purposes of the calculation of the Net Pool Balance.

 

2.                                      Miscellaneous.

 

(a)                                 This letter shall be governed by, and construed in accordance with, the internal laws, and not the conflict of laws principles, of the State of New York.

 

(b)                                 This letter may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.

 

<Signature pages follow>

 

LETTER AGREEMENT

 











 

Sincerely,

 

WELLS FARGO BANK, N.A., as a Purchaser and as Administrative Agent

 

	
By:
    	
/s/Michael J. Landry
    	
 
    
	
Name:
    	
Michael J. Landry
    	
 
    
	
Title:
    	
Vice President
    	
 
    
				


 

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PNC BANK, NATIONAL ASSOCIATION, as a Purchaser

 

	
By:
    	
/s/Michael Brown
    	
 
    
	
Name:
    	
Michael Brown
    	
 
    
	
Title:
    	
Senior Vice President
    	
 
    
				


 

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SUMITOMO MITSUI BANKING CORPORATION, NEW YORK BRANCH, as a Purchaser

 

	
By:
    	
/s/James D. Weinstein
    	
 
    
	
Name:
    	
James D. Weinstein
    	
 
    
	
Title:
    	
Managing Director
    	
 
    
				


 

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COÖPERATIEVE RABOBANK, U.A., NEW YORK BRANCH,
    
	
as a Purchaser
    	
 
    
	
 
    	
 
    
	
By:
    	
/s/ Christopher Lew
    	
 
    
	
Name:
    	
Christopher Lew
    	
 
    
	
Title:
    	
Executive Director
    	
 
    
	
 
    	
 
    
	
By:
    	
/s/ Thomas McNamara
    	
 
    
	
Name:
    	
Thomas McNamara
    	
 
    
	
Title:
    	
Executive Director
    	
 
    
					


 

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Agreed   to and accepted as of the date first above written:
    	
 
    
	
 
    	
 
    
	
KAPSTONE   RECEIVABLES, LLC, as the Seller
    	
 
    
	
 
    	
 
    
	
By:
    	
/s/ Andrea K. Tarbox
    	
 
    
	
Name:
    	
Andrea K. Tarbox
    	
 
    
	
Title:
    	
Treasurer
    	
 
    
	
 
    	
 
    
	
KAPSTONE KRAFT PAPER CORPORATION,   as an Originator
    
	
 
    	
 
    
	
By:
    	
/s/ Andrea K. Tarbox
    	
 
    
	
Name:
    	
Andrea K. Tarbox
    	
 
    
	
Title:
    	
Chief Financial Officer
    	
 
    
	
 
    	
 
    
	
KAPSTONE CONTAINER CORPORATION,   as an Originator
    	
 
    
	
 
    	
 
    
	
By:
    	
/s/ Andrea K. Tarbox
    	
 
    
	
Name:
    	
Andrea K. Tarbox
    	
 
    
	
Title:
    	
Chief Financial Officer
    	
 
    
	
 
    	
 
    
	
LONGVIEW FIBRE PAPER AND PACKAGING, INC.,   as an Originator
    
	
 
    	
 
    
	
By:
    	
/s/ Andrea K. Tarbox
    	
 
    
	
Name:
    	
Andrea K. Tarbox
    	
 
    
	
Title:
    	
Chief Financial Officer
    	
 
    
	
 
    	
 
    
	
KAPSTONE CHARLESTON KRAFT LLC, as   an Originator
    	
 
    
	
 
    	
 
    
	
By:
    	
/s/ Andrea K. Tarbox
    	
 
    
	
Name:
    	
Andrea K. Tarbox
    	
 
    
	
Title:
    	
Chief Financial Officer
    	
 
    
	
 
    	
 
    
	
VICTORY PACKAGING, L.P.,
    	
 
    
	
as an Originator
    	
 
    
	
 
    	
 
    
	
By:
    	
/s/ Andrea K. Tarbox
    	
 
    
	
Name:
    	
Andrea K. Tarbox
    	
 
    
	
Title:
    	
Vice President
    	
 
    
	
 
    	
 
    
	
KAPSTONE PAPER AND PACKAGING CORPORATION, as Servicer
    
	
 
    	
 
    
	
By:
    	
/s/ Andrea K. Tarbox
    	
 
    
	
Name:
    	
Andrea K. Tarbox
    	
 
    
	
Title:
    	
Chief Financial Officer
    	
 
    
	
 
    	
 
    
				


 

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