SECOND AMENDMENT TO CREDIT AGREEMENT

Exhibit 10.1

SECOND AMENDMENT TO CREDIT AGREEMENT

THIS SECOND AMENDMENT TO CREDIT AGREEMENT (this “Agreement”) dated as of November 28, 2012 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”).

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 Credit Agreement dated as of October 31, 2011 (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.                                      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 “Applicable Rate” in Section 1.01 of the Credit Agreement the table is hereby amended to read as follows:

Applicable Rate

(b)                                 In the definition of “Fixed Charge Coverage Ratio” clause (a)(iii) is amended to read as follows:

“cash dividends paid by the Parent (excluding the Specified Dividend) during such period minus”

(c)                                  In the definition of “Maturity Date” in Section 1.01 of the Credit Agreement the reference to “October 31, 2016” is hereby amended to read “November 28, 2017”.

(d)                                 Section 1.01 of the Credit Agreement is amended by inserting the following new definition in the appropriate alphabetical order to read as follows:

“Specified Dividend” means a one-time cash dividend paid by the Parent, in accordance with Section 7.04(f), on or prior to December 31, 2012, in an aggregate amount not to exceed $100,000,000.

(e)                                  In Section 2.07 of the Credit Agreement the table is amended in its entirety to read as follows:

(1)  The principal repayment installments listed in the table give effect to the application of prepayments made before the date of the Second Amendment to Credit Agreement.

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(f)                                   Schedule 5.16 of the Credit Agreement is hereby amended in its entirety to read in the form of such Schedule attached hereto as Exhibit A.

(g)                                  Section 6.07 of the Credit Agreement is hereby amended by adding the phrase “and Permitted Parent Dividends” after the term “Permitted Acquisitions”.

(h)                                 Schedule 6.14 of the Credit Agreement is hereby amended in its entirety to read in the form of such Schedule attached hereto as Exhibit B.

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 Lenders;

(b)                                 Secretary’s Certificates.  Receipt by the Administrative Agent of a secretary’s certificate of each Loan Party dated as of the date hereof signed by a Responsible Officer of such Loan Party certifying and attaching the resolutions adopted by such Loan Party approving or consenting to this Amendment and attaching certified organizational documents or certifying that there have been no changes to the organizational documents delivered on the Closing Date;

(c)                                  Good Standings.  Receipt by the Administrative Agent of such documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and is validly existing, in good standing and qualified to engage in business in its state of organization or formation.

(d)                                 Opinions.

(i)                                     Receipt by the Administrative Agent of a favorable opinion of Sidley Austin LLP, counsel to the Loan Parties, addressed to the Administrative Agent and each Lender, as to such matters concerning the Loan Parties and the Loan Documents as the Administrative Agent may reasonably request;

(ii)                                  Receipt by the Administrative Agent of a favorable opinion of Alston & Bird LLP, local Georgia counsel to the Loan Parties, addressed to the Administrative Agent and each Lender, as to such matters concerning the Loan Parties and the Loan Documents as the Administrative Agent may reasonably request; and

(e)                                  Fees and Expenses.  The payment by the Borrower to the Administrative Agent (or one of its Affiliates) of (a) an amendment fee, for the account of each Lender, equal to 7.5 basis points of the aggregate amount of such Lender’s Initial Term Loan and Revolving Credit Commitment as of the date of this Agreement and (b) all other fees and expenses which are due and payable as of the date hereof or which have been separately agreed to, under the Credit Agreement or other Loan Documents, 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).

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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 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.

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9.                                      Counterparts.  This Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed an original, but all of which when taken together shall constitute a single contract.

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]

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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.

KAPSTONE KRAFT PAPER CORPORATION

SECOND AMENDMENT

KAPSTONE KRAFT PAPER CORPORATION

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Exhibit A

SCHEDULE 5.16

REAL PROPERTY

*Indicates a property that constitutes leased office space and that is excluded from the Collateral (i.e., no Mortgage required).

**Indicates a property where, pursuant to Schedule 6.14(f), the Loan Parties were required only to use “commercially reasonable efforts” to obtain and deliver a Mortgage and related real property collateral documents.  The Loan Parties have been unable to obtain a Mortgage and related documents after using such efforts.

Exhibit B

SCHEDULE 6.14

POST –CLOSING OBLIGATIONS

(a)           (i) Complete the “satisfaction and discharge” of the U.S. Corrugated Bonds within 45 days of the Closing Date in a manner that extinguishes all Debt with respect thereto and (ii) deliver to the Administrative Agent evidence of such completion.

(b)           Complete the Post-Acquisition Consolidation on the same Business Day as the Closing Date.

(c)           Within 5 days of the Closing Date (or such later date as the Administrative Agent shall agree), provide evidence that the Administrative Agent, on behalf of the Lenders, has been named as an additional insured with respect to the environmental insurance policies required to be obtained under the Pine Merger Agreement.

(d)           Within 5 days of the Closing Date (or such later date as the Administrative Agent shall agree), provide the Administrative Agent with a revised certificate of property insurance, which shall include the properties of the Target.

(e)           Execute and deliver the Mortgages with respect to the properties owned by the Target on the same Business Day as the Closing Date, except as set forth in (f) below.

(f)            Except at set forth in (xi) below, within [60] days of the Closing Date (or such later date as the Administrative Agent shall agree), use commercially reasonable efforts to provide the Administrative Agent with the following (all in a form satisfactory to the Administrative Agent) with respect to the real property locations of the Loan Parties:

(g)           Within 60 days of the date of the Second Amendment (or such later date as the Administrative Agent shall agree), provide the Administrative Agent with the following (all in a form satisfactory to the Administrative Agent) with respect to the real property locations of the Loan Parties: