8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): December 29, 2006

KAPSTONE PAPER AND PACKAGING CORPORATION

(Exact Name of Registrant as Specified in Charter)

Delaware	000-51150	20-2699372
(State or Other Jurisdiction	(Commission	(IRS Employer
of Incorporation)	File Number)	Identification No.)

c/o Stone Kaplan Investment, LLC
One Northfield Plaza, Suite 480
Northfield, IL	60093
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code:   (847) 441-0929

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01Entry into a Material Definitive Agreement.

On January 1, 2007, in connection with the closing (the “Closing”) of the acquisition of substantially all of the assets, and the assumption of certain liabilities, of the Kraft Papers Business (“KPB”), a division of International Paper Company (“IP”), described in Item 2.01 below, Kapstone Kraft Paper Corporation (“Kapstone Kraft”), the wholly-owned subsidiary of Stone Arcade Acquisition Corp. (“Stone”), entered into the agreements described below.

Transition Services Agreement

Pursuant to the terms of the Transition Services Agreement, IP has agreed to provide operational support to Kapstone Kraft commencing on the date of the Closing. The services include the following: (1) SAP management and support; (2) financial shared services; (3) telecommunications services; (4) technical services and application support services; (5) payroll health and welfare benefits administration services; (6) real estate services; (7) environmental services; (8) treasury transition activities; and (9) Sarbanes-Oxley compliance services, and may include other mutually agreed upon transition services. The term of each of the services range from three months to approximately 18 months. Kapstone Kraft’s goal is to terminate all the services no later than 12 months after the Closing. The total costs for the transition services is approximately $2,500,000 based on the current terms of the respective services. If the services are terminated earlier in accordance with the terms of the Transition Services Agreement, the costs would be correspondingly reduced. A form of the Transition Services Agreement is attached to this Current Report on Form 8-K as Exhibit 10.10.

Assignment of the Lease Agreement, dated January 1, 1997 between the City of Fordyce, AR and IP

Kapstone Kraft has entered into an assignment of the lease for the Ride Rite® Converting facility located in Fordyce, AR. The current lease terms ends in 2017, with options to renew for up to nine years. The current monthly base rent is $8,848.86. Commencing January 1, 2012, the monthly base rent shall be $9,984.00. A copy of the Lease Agreement is attached to this Current Report on Form 8-K as Exhibit 10.11.

Item 2.01Completion of Acquisition or Disposition of Assets.

On January 1, 2007, Stone and Kapstone Kraft consummated the purchase of substantially all of the assets, and the assumption of certain liabilities, of KPB. The assets consist of an unbleached kraft paper manufacturing facility in Roanoke Rapids, North Carolina and Ride Rite® Converting, an inflatable dunnage bag manufacturer located in Fordyce, Arkansas (the “Acquisition”). The purchase price for the Acquisition was approximately $155 million in cash, subject to certain post-closing adjustments, plus two contingent earn-out payments, (A) of up to $35 million and (B) $25 million, based on KPB’s annual earnings before interest, income taxes, depreciation and amortization (“EBITDA”) during the five year period immediately following the Acquisition. The first contingent payment will be equal to 5.3x KPB’s average annual EBITDA for the five year period immediately following the Acquisition, less $165 million and subject to a maximum of $35 million. The second contingent payment is an “all or nothing” payment and is payable if, and only if, KPB’s average annual EBITDA for the same five year period equals or exceeds $49.2 million. Generally, both payments, if earned, will be due and paid at the end of the five year period. Kapstone Kraft obtained a $95 million senior secured credit facility from LaSalle Bank National Association, which was used to fund a portion of the purchase price of the Acquisition and will be used for Kapstone Kraft’s working capital.

In connection with the approval of the Acquisition, on December 29, 2006 at Stone’s Special Meeting of Stockholders, the stockholders also approved (i) an amendment to Stone’s Certificate of Incorporation to change its name from Stone Arcade Acquisition Corporation to KapStone Paper and Packaging Corporation, (ii) an amendment to Stone’s Certificate of Incorporation to remove the preamble and Sections A through D, inclusive, of Article SIXTH from the Certificate of Incorporation after the closing of the Acquisition, and to redesignate Section E of Article SIXTH as Article SIXTH, and (iii) Stone’s 2006 Incentive Plan. A press release announcing the results of Stone’s Special Meeting of Stockholders, was issued on December 29, 2006, a copy of which is attached to this Current Report on Form 8-K as Exhibit 99.1.

2

Subsequent to the closing of the Acquisition, Stone filed an amendment to its Certificate of Incorporation to change its name to KapStone Paper and Packaging Corporation and to remove the provisions relating to procedures governing its first business combination. Stone is hereinafter referred to as the “Company.”

On January 2, 2007, the Company issued a press release announcing the Closing of the Acquisition, a copy of which is attached to this Current Report on Form 8-K as Exhibit 99.2.

BUSINESS

The assets the Company acquired in the Acquisition are described in the Definitive Proxy Statement (No. 000-51444), dated December 15, 2006, in the section entitled “Information about KPB” beginning on page 89, which is incorporated herein by reference.

The employees of the Company are described in the Definitive Proxy Statement (No. 000-51444), dated December 15, 2006, in the sections entitled “Other Information Related to Stone – Employees” on page 84 and “Information about KPB - Employees” on page 96, which are incorporated herein by reference.

RISK FACTORS

The risks associated with the Company’s business are described in the Definitive Proxy Statement (No. 000-51444), dated December 15, 2006, in the section entitled “Risk Factors” on page 23, which is incorporated herein by reference.

3

FINANCIAL INFORMATION

The financial information of the Company is included in the Definitive Proxy Statement (No. 000-51444), dated December 15, 2006, in the sections entitled “Selected Historical Financial Information,” beginning on page 18, “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Stone” beginning on page 86, “Quantitative and Qualitative Disclosures about Market Risk,” beginning on page 88 and “Management’s Discussion and Analysis of Financial Condition and Results of Operations of KPB,” beginning on page 98, which are incorporated herein by reference.

PROPERTIES

The facilities of the Company are described in the Definitive Proxy Statement (No. 000-51444), dated December 15, 2006, in the sections entitled “Other Information Related to Stone — Facilities,” on page 84 and “Information about KPB - Facilities” on page 97, which are incorporated herein by reference.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The beneficial ownership of the Company’s common stock immediately after the consummation of the Acquisition is described in the Definitive Proxy Statement (No. 000-51444), dated December 15, 2006, in the section entitled “Security Ownership of Certain Beneficial Owners and Management” on page 115, which is incorporated herein by reference.

DIRECTORS AND EXECUTIVE OFFICERS

The directors and executive officers of the Company immediately after the consummation of the Acquisition are described in the Definitive Proxy Statement (No. 000-51444), dated December 15, 2006, in the section entitled “Directors and Executive Officers Following Completion of the Acquisition” beginning on page 47, which is incorporated herein by reference.

EXECUTIVE COMPENSATION

The executive compensation of the Company’s executive officers and directors is described in the Definitive Proxy Statement (No. 000-51444), dated December 15, 2006, in the section entitled “Executive Compensation” on page 117, which is incorporated herein by reference.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The description of certain relationships and related transactions of the Company are described in the Annual Report on Form 10-K (No. 000-51444), dated March 23, 2006, in the Section entitled “Certain Relationships and Related Transactions” beginning on page 23, which is incorporated herein by reference, and in the Definitive Proxy Statement (No. 000-52444), dated December 15, 2006, in the section entitled “Related Party Transactions,” on page 85, which is incorporated herein by reference.

LEGAL PROCEEDINGS

The legal proceedings of the Company are described in the Definitive Proxy Statement (No. 000-51444), dated December 15, 2006, in the sections entitled “Other Information Related to Stone – Legal Proceedings,” on page 85 and “Information about KPB – Legal Proceedings” on page 96, which are incorporated herein by reference.

4

MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANT’S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Information about the market price, number of stockholders of record and dividends is described in the Definitive Proxy Statement (No. 000-51444), dated December 15, 2006, in the section entitled “Price Range of Securities and Dividends” on Page 118, which is incorporated herein by reference.

The closing price per share of Stone’s common stock, warrants and units as reported on The Over-the-Counter Bulletin Board on December 28, 2006 was $6.49, $1.75 and $10.00, respectively.

RECENT SALES OF UNREGISTERED SECURITIES

Information about the Company’s recent sales of unregistered securities are described in the Company’s Annual Report on Form 10-K, dated March 23, 2006, in the section entitled “Recent Sales of Unregistered Securities” beginning on page 15 and is incorporated herein by reference.

DESCRIPTION OF REGISTRANT’S SECURITIES

The description of the Company’s units, common stock, warrants and other securities are described in the Registration Statement on Form S-1/A (No. 333-124601), dated August 1, 2005, in the section entitled “Description of Securities” beginning on page 39 and is incorporated herein by reference.

INDEMNIFICATION OF DIRECTORS AND OFFICERS

Our certificate of incorporation provides that all directors, officers, employees and agents of the registrant shall be entitled to be indemnified by us to the fullest extent permitted by Section 145 of the Delaware General Corporation Law.

Section 145 of the Delaware General Corporation Law concerning indemnification of officers, directors, employees and agents is set forth below.

Section 145. Indemnification of officers, directors, employees and agents; insurance.

(a) A corporation shall have power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that the person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with such action, suit or proceeding if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe the person’s conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which the person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that the person’s conduct was unlawful.

(b) A corporation shall have power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that the person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys’ fees) actually and reasonably incurred by the person in connection with the defense or settlement of such action or suit if the

5

person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper.

(c) To the extent that a present or former director or officer of a corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in subsections (a) and (b) of this section, or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection therewith.

(d) Any indemnification under subsections (a) and (b) of this section (unless ordered by a court) shall be made by the corporation only as authorized in the specific case upon a determination that indemnification of the present or former director, officer, employee or agent is proper in the circumstances because the person has met the applicable standard of conduct set forth in subsections (a) and (b) of this section. Such determination shall be made, with respect to a person who is a director or officer at the time of such determination, (1) by a majority vote of the directors who are not parties to such action, suit or proceeding, even though less than a quorum, or (2) by a committee of such directors designated by majority vote of such directors, even though less than a quorum, or (3) if there are no such directors, or if such directors so direct, by independent legal counsel in a written opinion, or (4) by the stockholders.

(e) Expenses (including attorneys’ fees) incurred by an officer or director in defending any civil, criminal, administrative or investigative action, suit or proceeding may be paid by the corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that such person is not entitled to be indemnified by the corporation as authorized in this section. Such expenses (including attorneys’ fees) incurred by former directors and officers or other employees and agents may be so paid upon such terms and conditions, if any, as the corporation deems appropriate.

(f) The indemnification and advancement of expenses provided by, or granted pursuant to, the other subsections of this section shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any bylaw, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in such person’s official capacity and as to action in another capacity while holding such office.

(g) A corporation shall have power to purchase and maintain insurance on behalf of any person who is or was director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against such person and incurred by such person in any such capacity, or arising out of such person’s status as such, whether or not the corporation would have the power to indemnify such person against such liability under this section.

(h) For purposes of this section, references to “the corporation” shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, and employees or agents, so that any person who is or was a director, officer, employee or agent of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, shall stand in the same position under this section with respect to the resulting or surviving corporation as such person would have with respect to such constituent corporation if its separate existence had continued.

(i) For purposes of this section, references to “other enterprises” shall include employee benefit plans; references to “fines” shall include any excise taxes assessed on a person with respect to any employee benefit plan;

6

and references to “serving at the request of the corporation” shall include any service as a director, officer, employee or agent of the corporation which imposes duties on, or involves services by, such director, officer, employee or agent with respect to an employee benefit plan, its participants or beneficiaries; and a person who acted in good faith and in a manner such person reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner “not opposed to the best interests of the corporation” as referred to in this section.

(j) The indemnification and advancement of expenses provided by, or granted pursuant to, this section shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person.

(k) The Court of Chancery is hereby vested with exclusive jurisdiction to hear and determine all actions for advancement of expenses or indemnification brought under this section or under any bylaw, agreement, vote of stockholders or disinterested directors, or otherwise. The Court of Chancery may summarily determine a corporation’s obligation to advance expenses (including attorneys’ fees).”

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers, and controlling persons pursuant to the foregoing provisions, or otherwise, we have been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment of expenses incurred or paid by a director, officer or controlling person in a successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, we will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to the court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

Paragraph B of Article Eighth of our certificate of incorporation provides:

“The Corporation, to the full extent permitted by Section 145 of the GCL, as amended from time to time, shall indemnify all persons whom it may indemnify pursuant thereto. Expenses (including attorneys’ fees) incurred by an officer or director in defending any civil, criminal, administrative, or investigative action, suit or proceeding for which such officer or director may be entitled to indemnification hereunder shall be paid by the Corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified by the Corporation as authorized hereby.”

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The Financial Statements and Exhibits are incorporated by reference from Item 9.01 of this Form 8-K concerning the financial statements and supplementary data of the Company.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

Reference is made to the Current Report on Form 8-K dated April 12, 2006, and amended on April 19, 2006, and is incorporated herein by reference.

FINANCIAL STATEMENTS AND EXHIBITS

The Financial Statements and Exhibits are incorporated by reference from Item 9.01 of this Form 8-K.

7

Item 2.02Results of Operations and Financial Condition.

Reference is made to the disclosure set forth under Item 2.01 of this Current Report on Form 8-K, which disclosure is incorporated herein by reference, concerning Management’s Discussion and Analysis of Results of Operations and Financial Condition.

Item 2.03Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

Reference is made to the disclosure described in the Definitive Proxy Statement (No. 000-51444), dated December 15, 2006, in the sections entitled “Summary of Proxy Statement — Acquisition Financing” on page 16 and “Acquisition Financing” on page 68, which are incorporated herein by reference.

The Credit Agreement, dated as of January 2, 2007, among Kapstone Kraft, Various Financial Institutions and LaSalle Bank National Association is attached hereto as Exhibit 10.9.

Item 5.02Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers; Compensatory Arrangements of Certain Officers.

Effective as of Closing, Mr. Tim Keneally, age 59, was appointed as the Vice President of the Company and President of Kapstone Kraft. Prior to the Acquisition, Mr. Keneally was the Vice President and General Manager of KPB. Mr. Keneally has 34 years of experience in the paper and packaging industry. He had been with IP since the merger of Union Camp Corporation and IP in 1999 and had been a corporate officer of IP since October 1992. Mr. Keneally has no family relationship with any director or executive officer of the Company.

Pursuant to the terms of the Purchase Agreement, in connection with the Acquisition, Mr. Keneally was selected as an officer to join the Company’s management team to manage Kapstone Kraft’s business operations. As a condition to the Closing of the Acquisition, Mr. Keneally entered into an amendment to his Confidentiality and Non-Competition Agreement with IP. IP customarily enters into confidentiality and non-competition agreements with its officers, which provides certain covenants that the officers are bound by after the termination of employment with IP. The amendment allows Mr. Keneally to carry out his duties as a member of the Company’s management without violating his confidentiality and non-competition agreement.

Mr. Keneally has an indirect material interest in the consummation of the Acquisition by virtue of his position as an officer of KPB at the time of the Acquisition, and his appointment as an officer of the Company at the Closing of the Acquisition.

Item 5.06Change in Shell Company Status

The material terms of the transaction by which Stone’s wholly-owned subsidiary, Kapstone Kraft, acquired substantially all of the assets of Roanoke Rapids and Ride Rite ® converting, representing the business of KPB are described in the Definitive Preliminary Proxy statement (No.000-51444), dated December 15, 2006, in the Section entitled “The KPB Purchase Agreement” beginning on page 51 and is incorporated herein by reference.

8

Item 9.01Financial Statements and Exhibits

The financial statements and selected financial information of the Company are included in the Definitive Proxy Statement (No.000-51444), dated December 15, 2006, in the sections entitled “Selected Historical Financial Information,” “Selected Unaudited Pro Forma Financial Statements,” “Unaudited Pro-Forma Condensed Financial Statements” and “Index to Financial Statements” beginning on pages 18, 20, 69 and F-1, respectively, and are incorporated herein by reference.

Exhibit	Description
2.1	Purchase Agreement dated June 23, 2006, by and among International Paper Company, Stone Arcade Acquisition Corporation, and KapStone Kraft Paper Corporation (Included in Annex A of the Definitive Proxy Statement (No. 000-51444), dated December 15, 2006, and incorporated by reference herein.)
2.2*	Letter Amendment to Section 9.1(iv) of the Purchase Agreement, dated December 15, 2006
3.1	Certificate of Amendment of the Amended and Restated Certificate of Incorporation of Stone Arcade Acquisition Corporation. (Included in Annex B of the Definitive Proxy Statement (No. 000-51444), dated December 15, 2006 and incorporated by reference herein.)
10.8	Form of 2006 Equity Incentive Plan (including as Annex C of the Definitive Proxy Statement (No. 000-51444), dated December 15, 2006, and incorporated by reference herein.)
10.9*	Credit Agreement dated as of January 2, 2007, among KapStone Kraft Paper Corporation, Various Financial Institutions and LaSalle Bank National Association
10.10*	Form of Transition Services Agreement, dated as of January 1, 2007
10.11*	Lease Agreement, dated as of January 1, 1997 between the City of Fordyce, Arkansas and International Paper Company
99.1*	Press Release announcing the results of the Stone Arcade Special Meeting of Stockholders filed December 29, 2006.
99.2*	Press Release announcing the Closing filed January 2, 2007.

*       Filed herewith

9

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	STONE ARCADE ACQUISITION CORPORATION
Date: January 4, 2007	By:	/s/ Roger W. Stone
		Name:	Roger W. Stone
		Title:	Chief Executive Officer

10

EXHIBIT INDEX

Exhibit	Description
2.1	Purchase Agreement, dated June 23, 2006, by and among International Paper Company, Stone Arcade Acquisition Corporation, and KapStone Kraft Paper Corporation (Included in Annex A of the Definitive Proxy Statement (No. 000-51444), dated December 15, 2006, and incorporated by reference herein.)
2.2*	Letter Amendment to Section 9.1(iv) of the Purchase Agreement, dated December 15, 2006
3.1	Certificate of Amendment of the Amended and Restated Certificate of Incorporation of Stone Arcade Acquisition Corporation. (Included in Annex B of the Definitive Proxy Statement (No. 000-51444), dated December 15, 2006 and incorporated by reference herein.)
10.8	Form of 2006 Equity Incentive Plan (including as Annex C of the Definitive Proxy Statement (No. 000-51444), dated December 15, 2006, and incorporated by reference herein.)
10.9*	Credit Agreement dated as of January 2, 2007, among KapStone Kraft Paper Corporation, Various Financial Institutions and LaSalle Bank National Association
10.10*	Form of Transition Services Agreement, dated as of January 1, 2007
10.11*	Lease Agreement, dated as of January 1, 1997 between the City of Fordyce, Arkansas and International Paper Company
99.1*	Press Release announcing the results of the Stone Arcade Special Meeting of Stockholders filed December 29, 2006.
99.2*	Press Release announcing the Closing filed January 2, 2007.

*       Filed herewith

11

EX-2.2

Exhibit 2.2

December 15, 2006

International Paper Company
International Paper Plaza
400 Atlantic Street
Stanford, CT  06921
Attention:  C. Cato Ealy

Re:Amendment to Section 9.1(vi) of the Purchase Agreement

Dear Mr. Ealy:

We refer to the Purchase Agreement, dated June 23, 2006 (the “Purchase Agreement”), by and between International Paper Company, Stone Arcade Acquisition Corporation and Kapstone Kraft Paper Corporation.  Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to them in the Purchase Agreement.

In accordance with Section 9.3 of the Purchase Agreement, this letter serves to acknowledge the agreement of the Parties to amend and restate the first clause of Section 9.1(vi) of the Purchase Agreement, and it is hereby amended and restated, to read as follows:

“(vi)by Parent or Seller, at any time after January 5, 2007, if the Closing has not then occurred;”

Except as expressly provided herein, all terms and conditions of the Purchase Agreement are hereby reaffirmed and shall remain in full force and effect.  It is agreed and understood by the Parties that, effective as of the date hereof, each reference to the Purchase Agreement shall be deemed a reference to the Purchase Agreement as it is modified and amended herein.

Sincerely,
Stone Arcade Acquisition Corporation
By:	/s/ Roger W. Stone
Name:	Roger W. Stone
Title:	Chairman and Chief Executive Officer

ACKNOWLEDGED AND AGREED
AS OF THE DATE FIRST WRITTEN ABOVE:

KapStone Kraft Paper Corporation

By:	/s/ Roger W. Stone
Name:	Roger W. Stone
Title:	Chairman and Chief Executive Officer

International Paper Company

By:	/s/ C. Cato Ealy
Name:	C. Cato Ealy
Title:	Senior Vice President

EX-10.9

Exhibit 10.9

CREDIT AGREEMENT

DATED AS OF JANUARY 2, 2007

among

KAPSTONE KRAFT PAPER CORPORATION,

as the Company

THE VARIOUS FINANCIAL INSTITUTIONS PARTY HERETO,

as Lenders,

LASALLE BANK NATIONAL ASSOCIATION,

as Administrative Agent,

and

LASALLE BANK NATIONAL ASSOCIATION,

as Arranger

TABLE OF CONTENTS

		Page
SECTION 1.DEFINITIONS.		1
1.1	Definitions	1
1.2	Other Interpretive Provisions	24
SECTION 2.COMMITMENTS OF THE LENDERS; BORROWING, CONVERSION AND LETTER OF CREDIT PROCEDURES.		25
2.1	Commitments	25
2.2	Loan Procedures	25
2.3	Letter of Credit Procedures	29
2.4	Commitments Several	32
2.5	Certain Conditions	32
SECTION 3.EVIDENCING OF LOANS.		32
3.1	Notes	32
3.2	Recordkeeping	32
SECTION 4.INTEREST.		32
4.1	Interest Rates	32
4.2	Interest Payment Dates	33
4.3	Setting and Notice of LIBOR Rates	33
4.4	Computation of Interest	33
SECTION 5.FEES.		33
5.1	Non-Use Fee	33
5.2	Letter of Credit Fees	33
5.3	Administrative Agent’s Fees	34
SECTION 6.REDUCTION OR TERMINATION OF THE REVOLVING COMMITMENT; PREPAYMENTS.		34
6.1	Reduction or Termination of the Revolving Commitment	34
6.2	Prepayments	35
6.3	Manner of Prepayments	36
6.4	Repayments	37
SECTION 7.MAKING AND PRORATION OF PAYMENTS; SETOFF; TAXES.		37
7.1	Making of Payments	37
7.2	Application of Certain Payments	37
7.3	Due Date Extension	37
7.4	Setoff	37
7.5	Proration of Payments	38
7.6	Taxes	38

SECTION 8.INCREASED COSTS; SPECIAL PROVISIONS FOR LIBOR LOANS.		40
8.1	Increased Costs	40
8.2	Basis for Determining Interest Rate Inadequate or Unfair	41
8.3	Changes in Law Rendering LIBOR Loans Unlawful	41
8.4	Funding Losses	42
8.5	Right of Lenders to Fund through Other Offices	42
8.6	Discretion of Lenders as to Manner of Funding	42
8.7	Mitigation of Circumstances; Replacement of Lenders	42
8.8	Conclusiveness of Statements; Survival of Provisions	43
SECTION 9.REPRESENTATIONS AND WARRANTIES.		43
9.1	Organization	43
9.2	Authorization; No Conflict	43
9.3	Validity and Binding Nature	44
9.4	Financial Condition	44
9.5	No Material Adverse Change	44
9.6	Litigation and Contingent Liabilities	44
9.7	Ownership of Properties; Liens	44
9.8	Equity Ownership; Subsidiaries	44
9.9	Pension Plans	45
9.10	Investment Company Act	45
9.11	Public Utility Holding Company Act	46
9.12	Regulation U	46
9.13	Taxes	46
9.14	Solvency, etc	46
9.15	Environmental Matters	46
9.16	Insurance	47
9.17	Real Property	47
9.18	Information	47
9.19	Intellectual Property	47
9.20	Burdensome Obligations	48
9.21	Labor Matters	48
9.22	No Default	48
9.23	Related Agreements, etc.	48
SECTION 10.AFFIRMATIVE COVENANTS.		49
10.1	Reports, Certificates and Other Information	49
10.2	Books, Records and Inspections	51
10.3	Maintenance of Property; Insurance	52
10.4	Compliance with Laws; Payment of Taxes and Liabilities	53
10.5	Maintenance of Existence, etc	54
10.6	Use of Proceeds	54
10.7	Employee Benefit Plans	54
10.8	Environmental Matters	54
10.9	Further Assurances	54

ii

10.10	Deposit Accounts	55
10.11	PNC Bank Accounts	55
SECTION 11.NEGATIVE COVENANTS.		55
11.1	Debt	56
11.2	Liens	57
11.3	Operating Leases	57
11.4	Restricted Payments	58
11.5	Mergers, Consolidations, Sales	58
11.6	Modification of Organizational Documents	59
11.7	Transactions with Affiliates	59
11.8	Unconditional Purchase Obligations	59
11.9	Inconsistent Agreements	59
11.10	Business Activities; Issuance of Equity	60
11.11	Investments	60
11.12	Restriction of Amendments to Certain Documents	60
11.13	Fiscal Year	60
11.14	Financial Covenants	61
SECTION 12.EFFECTIVENESS; CONDITIONS OF LENDING, ETC.		61
12.1	Initial Credit Extension	61
12.2	Conditions	65
SECTION 13.EVENTS OF DEFAULT AND THEIR EFFECT.		66
13.1	Events of Default	66
13.2	Effect of Event of Default	68
SECTION 14.THE AGENT.		68
14.1	Appointment and Authorization	68
14.2	Issuing Lender	69
14.3	Delegation of Duties	69
14.4	Exculpation of Administrative Agent	69
14.5	Reliance by Administrative Agent	70
14.6	Notice of Default	70
14.7	Credit Decision	70
14.8	Indemnification	71
14.9	Administrative Agent in Individual Capacity	71
14.10	Successor Administrative Agent	72
14.11	Collateral Matters	72
14.12	Administrative Agent May File Proofs of Claim	72
14.13	Other Agents; Arrangers and Managers	73
SECTION 15.GENERAL.		73
15.1	Waiver; Amendments	74
15.2	Confirmations	74

iii

15.3	Notices	74
15.4	Computations	75
15.5	Costs, Expenses and Taxes	75
15.6	Assignments; Participations	75
15.7	Register	77
15.8	GOVERNING LAW	77
15.9	Confidentiality	77
15.10	Severability	78
15.11	Nature of Remedies	78
15.12	Entire Agreement	78
15.13	Counterparts	79
15.14	Successors and Assigns	79
15.15	Captions	79
15.16	Customer Identification - USA Patriot Act Notice	79
15.17	INDEMNIFICATION BY THE COMPANY	79
15.18	Nonliability of Lenders	80
15.19	FORUM SELECTION AND CONSENT TO JURISDICTION	81
15.20	WAIVER OF JURY TRIAL	81

iv

ANNEXES

ANNEX A	Lenders and Pro Rata Shares
ANNEX B	Addresses for Notices
SCHEDULES
SCHEDULE 9.6	Litigation and Contingent Liabilities
SCHEDULE 9.8	Subsidiaries
SCHEDULE 9.16	Insurance
SCHEDULE 9.17	Real Property
SCHEDULE 9.21	Labor Matters
SCHEDULE 11.1	Existing Debt
SCHEDULE 11.2	Existing Liens
SCHEDULE 11.11	Investments
SCHEDULE 12.1	Debt to be Repaid
EXHIBITS
EXHIBIT A	Form of Note (Section 3.1)
EXHIBIT B	Form of Compliance Certificate (Section 10.1.3)
EXHIBIT C	Form of Borrowing Base Certificate (Section 1.1)
EXHIBIT D	Form of Assignment Agreement (Section 15.6.1)
EXHIBIT E	Form of Notice of Borrowing (Section 2.2.2)
EXHIBIT F	Form of Notice of Conversion/Continuation (Section 2.2.3)

v

CREDIT AGREEMENT

THIS CREDIT AGREEMENT dated as of January 2, 2007 (this “Agreement”) is entered into among KAPSTONE KRAFT PAPER CORPORATION, a Delaware corporation (the “Company”), the financial institutions that are or may from time to time become parties hereto (together with their respective successors and assigns, the “Lenders”) and LASALLE BANK NATIONAL ASSOCIATION (in its individual capacity, “LaSalle”), as administrative agent for the Lenders.

The Lenders have agreed to make available to the Company a term loan and a revolving credit facility (which includes letters of credit) upon the terms and conditions set forth herein.

In consideration of the mutual agreements herein contained, the parties hereto agree as follows:

SECTION 1.           DEFINITIONS.

1.1           Definitions. When used herein the following terms shall have the following meanings:

Account Debtor is defined in the Collateral Agreement.

Account or Accounts is defined in the UCC.

Acquisition means any transaction or series of related transactions for the purpose of or resulting, directly or indirectly, in (a) the acquisition of all or substantially all of the assets of a Person, or of all or substantially all of any business or division of a Person, (b) the acquisition of in excess of 50% of the Capital Securities of any Person, or otherwise causing any Person to become a Subsidiary, or (c) a merger or consolidation or any other combination with another Person (other than a Person that is already a Subsidiary).

Adjusted Working Capital means the remainder of: (a)(i) the consolidated current assets of the Company and its Subsidiaries minus (ii) the amount of cash and cash equivalents included in such consolidated current assets; minus (b)(i) consolidated current liabilities of the Company and its Subsidiaries minus (ii) the amount of short-term Debt (including current maturities of long-term Debt) of the Company and its Subsidiaries included in such consolidated current liabilities.

Administrative Agent means LaSalle in its capacity as administrative agent for the Lenders hereunder and any successor thereto in such capacity.

Affected Loan - - see Section 8.3.

Affiliate of any Person means (a) any other Person which, directly or indirectly, controls or is controlled by or is under common control with such Person, (b) any officer or director of such Person and (c) with respect to any Lender, any entity administered or managed by such

Lender or an Affiliate or investment advisor thereof and which is engaged in making, purchasing, holding or otherwise investing in commercial loans. A Person shall be deemed to be “controlled by” any other Person if such Person possesses, directly or indirectly, power to vote 5% or more of the securities (on a fully diluted basis) having ordinary voting power for the election of directors or managers or power to direct or cause the direction of the management and policies of such Person whether by contract or otherwise. Unless expressly stated otherwise herein, neither the Administrative Agent nor any Lender shall be deemed an Affiliate of any Loan Party.

Agent Fee Letter means the Fee letter dated as of June 23, 2006 between the Parent and the Administrative Agent.

Aging Reserve means a reserve against Eligible Accounts in an amount equal to 5% of the unpaid amount of all Accounts owing in respect of Inventory sold by the Company’s Roanoke Rapids division from either a distribution center or a consigned location; provided that such reserve shall be eliminated at such time, if any, as the Administrative Agent determines that the Company has implemented accounting systems which accurately reflect the aging of such Accounts.

Agreement - - see the Preamble.

Applicable Margin means, for any day, the rate per annum set forth below opposite the level (the “Level”) then in effect, it being understood that the Applicable Margin for (i) LIBOR Loans shall be the percentage set forth under the column “LIBOR Margin”, (ii) Base Rate Loans shall be the percentage set forth under the column “Base Rate Margin”, (iii) the Non-Use Fee Rate shall be the percentage set forth under the column “Non-Use Fee Rate” and (iv) the L/C Fee shall be the percentage set forth under the column “L/C Fee Rate”:

	Total Debt to EBITDA Ratio	Term Loan				Revolving Loan				Non-Use Fee Rate		L/C Fee Rate
Level		LIBOR Margin		Base Rate Margin		LIBOR Margin		Base Rate Margin
I	Greater than 2.25:1	2.00	%	0.50	%	1.75	%	0.50	%	0.375	%	1.75	%
II	Greater than 1.75:1 but less than or equal to 2.25:1	1.75	%	0.25	%	1.50	%	0.00	%	0.375	%	1.50	%
III	Greater than 1.25:1 but less than or equal to 1.75:1	1.50	%	0.00	%	1.25	%	0.00	%	0.375	%	1.25	%
IV	Less than or equal to 1.25:1	1.25	%	0.00	%	1.00	%	0.00	%	0.375	%	1.00	%

2

The LIBOR Margin, the Base Rate Margin, the Non-Use Fee Rate and the L/C Fee Rate shall be adjusted, to the extent applicable, on the fifth (5th) Business Day after the Company provides or is required to provide the annual and quarterly financial statements and other information pursuant to Sections 10.1.1 or 10.1.2, as applicable, and the related Compliance Certificate, pursuant to Section 10.1.3. Notwithstanding anything contained in this paragraph to the contrary, (a) if the Company fails to deliver the financial statements and Compliance Certificate in accordance with the provisions of Sections 10.1.1, 10.1.2 and 10.1.3, the LIBOR Margin, the Base Rate Margin, the Non-Use Fee Rate and the L/C Fee Rate shall be based upon Level I above beginning on the date such financial statements and Compliance Certificate were required to be delivered until the fifth (5th) Business Day after such financial statements and Compliance Certificate are actually delivered, whereupon the Applicable Margin shall be determined by the then current Level; (b) no reduction to any Applicable Margin shall become effective at any time when an Event of Default or Unmatured Event of Default has occurred and is continuing; and (c) the initial Applicable Margin on the Closing Date shall be based on Level II until the date on which the financial statements and Compliance Certificate are required to be delivered for the Fiscal Quarter ending March 31, 2007.

Asset Disposition means the sale, lease, assignment or other transfer for value (each, a “Disposition”) by any Loan Party to any Person (other than a Loan Party) of any asset or right of such Loan Party (including, the loss, destruction or damage of any portion thereof or any actual or threatened (in writing to any Loan Party) condemnation, confiscation, requisition, seizure or taking thereof) other than (a) the Disposition of any asset which is to be replaced, and is in fact replaced, within 180 days (or if a binding commitment to replace such asset is entered into within 180 days and such asset is replaced within 360 days) with another asset performing the same or a similar function, (b) the sale or lease of inventory in the ordinary course of business and (c) other Dispositions in any Fiscal Year the Net Proceeds of which do not in the aggregate exceed $500,000.

Assignee - - see Section 15.6.1.

Assignment Agreement - - see Section 15.6.1.

3

Attorney Costs means, with respect to any Person, all reasonable fees and charges of any outside counsel to such Person, all reasonable disbursements of such internal counsel and all court costs and similar legal expenses.

Availability means, as of any date of determination, an amount equal to (a) the lesser of (i) the Revolving Commitment Amount and (ii) the Borrowing Base minus (b) the Revolving Outstandings.

Bank Product Agreements means those certain cash management service agreements entered into from time to time between any Loan Party and LaSalle or its Affiliates in connection with any of the Bank Products.

Bank Product Obligations means all obligations, liabilities, contingent reimbursement obligations, fees, and expenses owing by the Loan Parties to LaSalle or its Affiliates pursuant to or evidenced by the Bank Product Agreements and irrespective of whether for the payment of money, whether direct or indirect, absolute or contingent, due or to become due, now existing or hereafter arising, and including all such amounts that a Loan Party is obligated to reimburse to the Administrative Agent as a result of the Administrative Agent purchasing participations or executing indemnities or reimbursement obligations with respect to the Bank Products provided to the Loan Parties pursuant to the Bank Product Agreements.

Bank Products means any service or facility extended to any Loan Party by LaSalle or its Affiliates including: (a) credit cards, (b) credit card processing services, (c) debit cards, (d) purchase cards, (e) ACH transactions, (f) cash management, including controlled disbursement, accounts or services, or (g) Hedging Agreements.

Base Rate means at any time the greater of (a) the Federal Funds Rate plus 0.5% and (b) the Prime Rate.

Base Rate Loan means any Loan which bears interest at or by reference to the Base Rate.

Base Rate Margin - - see the definition of Applicable Margin.

Borrowing Base means an amount equal to the total of (a) 85% of the unpaid amount (net of such reserves and allowances as the Administrative Agent deems necessary in its reasonable discretion, including without limitation the Aging Reserve, Dilution Reserve and Rebate Reserve) of all Eligible Accounts plus (b) the lesser of (i) 60% of the value of all Eligible Inventory valued at the lower of cost or market (net of such reserves and allowances as the Administrative Agent deems necessary in its reasonable discretion) and (ii) $16,000,000.

Borrowing Base Certificate means a certificate substantially in the form of Exhibit C.

BSA - see Section 10.4.

4

Business Day means any day on which LaSalle is open for commercial banking business in Chicago, Illinois and, in the case of a Business Day which relates to a LIBOR Loan, on which dealings are carried on in the London interbank eurodollar market.

Business has the meaning given such term in the Purchase Agreement.

Capital Expenditures means all expenditures which, in accordance with GAAP, would be required to be capitalized and shown on the consolidated balance sheet of the Company, including expenditures in respect of Capital Leases, but excluding expenditures made in connection with the replacement, substitution or restoration of assets to the extent financed (a) from insurance proceeds (or other similar recoveries) paid on account of the loss of or damage to the assets being replaced or restored or (b) with awards of compensation arising from the taking by eminent domain or condemnation of the assets being replaced.

Capital Lease means, with respect to any Person, any lease of (or other agreement conveying the right to use) any real or personal property by such Person that, in conformity with GAAP, is accounted for as a capital lease on the balance sheet of such Person.

Capital Securities means, with respect to any Person, all shares, interests, participations or other equivalents (however designated, whether voting or non-voting) of such Person’s capital, whether now outstanding or issued or acquired after the Closing Date, including common shares, preferred shares, membership interests in a limited liability company, limited or general partnership interests in a partnership, interests in a Trust, interests in other unincorporated organizations or any other equivalent of such ownership interest.

Cash Collateralize means to deliver cash collateral to the Administrative Agent, to be held as cash collateral for outstanding Letters of Credit, pursuant to documentation satisfactory to the Administrative Agent and in an amount equal to 102% of the aggregate Stated Amount of such Letters of Credit. Derivatives of such term have corresponding meanings.

Cash Equivalent Investment means, at any time, (a) any evidence of Debt, maturing not more than one year after such time, issued or guaranteed by the United States Government or any agency thereof, (b) commercial paper, maturing not more than one year from the date of issue, or corporate demand notes, in each case (unless issued by a Lender or its holding company) rated at least A-l by Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc. or P-l by Moody’s Investors Service, Inc., (c) any certificate of deposit, time deposit or banker’s acceptance, maturing not more than one year after such time, or any overnight Federal Funds transaction that is issued or sold by any Lender or its holding company (or by a commercial banking institution that is a member of the Federal Reserve System and has a combined capital and surplus and undivided profits of not less than $500,000,000), (d) any repurchase agreement entered into with any Lender (or commercial banking institution of the nature referred to in clause (c)) which (i) is secured by a fully perfected security interest in any obligation of the type described in any of clauses (a) through (c) above and (ii) has a market value at the time such repurchase agreement is entered into of not less than 100% of the repurchase obligation of such Lender (or other commercial banking institution) thereunder and (e) money market accounts or mutual funds which invest exclusively in assets satisfying the

5

foregoing requirements, and (f) other short term liquid investments approved in writing by the Administrative Agent.

Change of Control means the occurrence of any of the following events: (a) a majority of the members of the Board of Directors of Parent shall cease to be Continuing Members (as defined below); (b) Parent shall cease to own and control 100% of each class of the outstanding Capital Securities of the Company or (c) the Company shall cease to, directly or indirectly, own and control 100% of each class of the outstanding Capital Securities of each Subsidiary. For purposes of the foregoing, “Continuing Member” means a member of the Board of Directors of Parent who either (i) was a member of Parent’s Board of Directors on the day before the Closing Date and has been such continuously thereafter or (ii) became a member of such Board of Directors after the day before the Closing Date and whose election or nomination for election by the stockholders of Parent was approved by a vote of the majority of the Continuing Members then members of Parent’s Board of Directors.

Closing Date - - see Section 12.1.

Code means the Internal Revenue Code of 1986.

Collateral as defined in the Collateral Agreement of even date herewith executed by the Loan Parties.

Collateral Access Agreement means an agreement in form and substance reasonably satisfactory to the Administrative Agent pursuant to which a mortgagee or lessor of real property on which collateral is stored or otherwise located, or a warehouseman, processor, consignee or other bailee of Inventory or other property owned by any Loan Party, acknowledges the Liens of the Administrative Agent and waives or subordinates any Liens or other interests held by such Person on such property, and, in the case of any such agreement with a mortgagee or lessor, permits the Administrative Agent reasonable access to and use of such real property following the occurrence and during the continuance of an Event of Default to assemble, complete and sell any Collateral stored or otherwise located thereon.

Collateral Agreement means the Collateral Agreement dated as of the date hereof executed and delivered by the Loan Parties, together with any joinders thereto and any other collateral agreement executed by a Loan Party, in each case in form and substance satisfactory to the Administrative Agent.

Collateral Documents means, collectively, the Collateral Agreement, each Mortgage, each Collateral Access Agreement, each control agreement, the Parent Pledge Agreement, the Purchase Agreement Assignment and any other agreement or instrument pursuant to which the Company, any Subsidiary or any other Person grants or purports to grant collateral to the Administrative Agent for the benefit of the Lenders or otherwise relates to such collateral.

Commitment means, as to any Lender, such Lender’s commitment to make Loans, and to issue or participate in Letters of Credit, under this Agreement. The initial amount of each Lender’s commitment to make Loans is set forth on Annex A.

Company - - see the Preamble.

6

Compliance Certificate means a Compliance Certificate in substantially the form of Exhibit B.

Computation Period means each of the following periods: (i) the Fiscal Quarter ending March 31, 2007; (ii) the period of two consecutive Fiscal Quarters ending June 30, 2007; (iii) the period of three consecutive Fiscal Quarters ending September 30, 2007; and (iv) for each Fiscal Quarter ending on or after December 31, 2007, the period of four consecutive Fiscal Quarters ending on the last day of such Fiscal Quarter.

Consolidated Net Income means, with respect to the Company and its Subsidiaries for any period, the net income (or loss) of the Company and its Subsidiaries for such period, excluding any gains from Asset Dispositions, any extraordinary gains and any gains from discontinued operations.

Contingent Liability means, with respect to any Person, each obligation and liability of such Person and all such obligations and liabilities of such Person incurred pursuant to any agreement, undertaking or arrangement by which such Person: (a) guarantees, endorses or otherwise becomes or is contingently liable upon (by direct or indirect agreement, contingent or otherwise, to provide funds for payment, to supply funds to, or otherwise to invest in, a debtor, or otherwise to assure a creditor against loss) the indebtedness, dividend, obligation or other liability of any other Person in any manner (other than by endorsement of instruments in the course of collection), including any indebtedness, dividend or other obligation which may be issued or incurred at some future time; (b) guarantees the payment of dividends or other distributions upon the Capital Securities of any other Person; (c) undertakes or agrees (whether contingently or otherwise): (i) to purchase, repurchase, or otherwise acquire any indebtedness, obligation or liability of any other Person or any property or assets constituting security therefor, (ii) to advance or provide funds for the payment or discharge of any indebtedness, obligation or liability of any other Person (whether in the form of loans, advances, stock purchases, capital contributions or otherwise), or to maintain solvency, assets, level of income, working capital or other financial condition of any other Person, or (iii) to make payment to any other Person other than for value received; (d) agrees to lease property or to purchase securities, property or services from such other Person with the purpose or intent of assuring the owner of such indebtedness or obligation of the ability of such other Person to make payment of the indebtedness or obligation; (e) induces the issuance of any letter of credit for the benefit of such other Person; or (f) undertakes or agrees otherwise to assure a creditor against loss. The amount of any Contingent Liability shall (subject to any limitation set forth herein) be deemed to be the outstanding principal amount (or maximum permitted principal amount, if larger) of the indebtedness, obligation or other liability guaranteed or supported thereby.

Controlled Group means all members of a controlled group of corporations, all members of a controlled group of trades or businesses (whether or not incorporated) under common control and all members of an affiliated service group which, together with the Company or any of its Subsidiaries, are treated as a single employer under Section 414 of the Code or Section 4001 of ERISA.

7

Cumulative Available Excess Cash Flow means, as of any date of determination, the sum of Available Excess Cash Flow (as defined below) for each of the Fiscal Years ended prior to such date of determination for which audited financial statements of the Company and its Subsidiaries have been delivered to the Administrative Agent in accordance with Section 10.1.1 of this Agreement (commencing with the 2007 Fiscal Year). “Available Excess Cash Flow” means (i) with respect to each of the 2007 and 2008 Fiscal Years, 50% of Excess Cash Flow for such Fiscal Year and (ii) with respect to the 2009 Fiscal Year and each Fiscal Year thereafter, 100% of Excess Cash Flow for such Fiscal Year.

Debt of any Person means, without duplication, (a) all indebtedness of such Person for borrowed money, whether or not evidenced by bonds, debentures, notes or similar instruments, (b) all obligations of such Person as lessee under Capital Leases which have been or should be recorded as liabilities on a balance sheet of such Person in accordance with GAAP, (c) all obligations of such Person to pay the deferred purchase price of property or services (excluding trade accounts payable in the ordinary course of business but including the Earn-Out Obligations), (d) all indebtedness secured by a Lien on the property of such Person, whether or not such indebtedness shall have been assumed by such Person; provided that if such Person has not assumed or otherwise become liable for such indebtedness, such indebtedness shall be measured at the fair market value of such property securing such indebtedness at the time of determination, (e) all obligations, contingent or otherwise, with respect to the face amount of all letters of credit (whether or not drawn), bankers’ acceptances and similar obligations issued for the account of such Person (including the Letters of Credit), (f) all Hedging Obligations of such Person, (g) all Contingent Liabilities of such Person, (h) all Debt of any partnership of which such Person is a general partner and (i) any Capital Securities or other equity instrument, whether or not mandatorily redeemable, that under GAAP is characterized as debt, whether pursuant to financial accounting standards board issuance No. 150 or otherwise.

Debt to be Repaid means Debt listed on Schedule 12.1.

Designated Proceeds - - see Section 6.2.2(a).

Dilution Reserve means a reserve against Eligible Accounts in an amount equal to 3% of the unpaid amount of all Accounts owing in respect of sales by the Company’s Roanoke Rapids division; provided that such reserve shall be eliminated at such time, if any, as the Administrative Agent determines that the Company has implemented accounting systems which accurately reflect dilution with respect to such Accounts.

Dollar and the sign “$” mean lawful money of the United States of America.

Earn-Out Obligations means the Company’s payment obligations under Sections 1.11 and 1.12 of the Purchase Agreement.

EBITDA means, for any period, Consolidated Net Income for such period plus, to the extent deducted in determining such Consolidated Net Income for such period (without duplication), (a) Interest Expense, (b) income tax expense, (c) depreciation and amortization, (d) extraordinary losses (or less gains), net of related tax effects, (e) other non-cash charges or losses

8

(or less gains or income) for which no cash outlay (or cash receipt) is foreseeable and (f) expenses and fees incurred to consummate the transactions contemplated by the Loan Documents in an aggregate amount for all periods not exceeding $4,500,000. For purposes of calculating the Total Debt to EBITDA Ratio, (i) EBITDA shall be deemed to be: $13,101,000 for the Fiscal Quarter ending June 30, 2006 and $13,173,000 for the Fiscal Quarter ending September 30, 2006 and (ii) EBITDA for the period from October 1, 2006 to December 31, 2006 shall be determined in a manner consistent with clause (i) above.

Eligible Account means an Account owing to the Company which meets each of the following requirements:

(a)           it arises from the sale or lease of goods or the rendering of services which have been fully performed by the Company; and if it arises from the sale or lease of goods, (i) such goods comply with such Account Debtor’s specifications (if any) and have been delivered to such Account Debtor and (ii) the Company has possession of, or if requested by the Administrative Agent has delivered to the Administrative Agent, delivery receipts evidencing such delivery;

(b)           it (i) is subject to a perfected, first priority Lien in favor of the Administrative Agent and (ii) is not subject to any other assignment, claim or Lien (other than inchoate Liens permitted under Sections 11.2(a) and (e));

(c)           it is a valid, legally enforceable and unconditional obligation of the Account Debtor with respect thereto, and is not subject to the fulfillment of any condition whatsoever or any counterclaim, credit, allowance, discount, rebate, offset or adjustment by the Account Debtor with respect thereto, or to any claim by such Account Debtor denying liability thereunder in whole or in part (provided, that in the event any counterclaim, credit, allowance, discount, rebate, offset or adjustment is asserted or granted, the Account shall only be ineligible pursuant to this clause (c) to the extent of the same);

(d)           there is no bankruptcy, insolvency or liquidation proceeding pending by or against the Account Debtor with respect thereto;

(e)           the Account Debtor with respect thereto is located in (i) the United States or Canada (but in the case of Canada, limited to Account Debtors located in Ontario or any other province in which the Personal Property Security Act has been adopted in substantially the form as in effect in Ontario) or (ii) any other country so long as with respect to such Account (A) the Account Debtor has delivered to, and for the benefit of, the Company an irrevocable letter of credit issued or confirmed by a bank satisfactory to Administrative Agent and payable only in the United States and in United States dollars, sufficient to cover such Account, in form and substance satisfactory to Administrative Agent and, if required by Administrative Agent, the original of such letter of credit has been delivered to Administrative Agent or Administrative Agent’s agent, and Company has assigned the proceeds of such letter of credit to Administrative Agent pursuant to documentation in form and substance acceptable to Administrative Agent or otherwise named Administrative Agent as transferee beneficiary thereunder, as Administrative Agent may specify, (B) such Account is subject to credit insurance payable to Administrative

9

Agent issued by an insurer and on terms and in an amount acceptable to Administrative Agent, or (C) such Account is otherwise acceptable in all respects to Administrative Agent in its sole discretion;

(f)            it is not an Account arising from a “sale on approval,” “sale or return,” “consignment” or “bill and hold” or subject to any other repurchase or return agreement;

(g)           it is not an Account with respect to which possession and/or control of the goods sold giving rise thereto is held, maintained or retained by the Company (or by any agent or custodian of the Company) for the account of or subject to further and/or future direction from the Account Debtor with respect thereto;

(h)           it arises in the ordinary course of business of the Company;

(i)            if the Account Debtor is the United States or any department, agency or instrumentality thereof, the Company has assigned its right to payment of such Account to the Administrative Agent pursuant to the Assignment of Claims Act of 1940, and evidence (satisfactory to the Administrative Agent) of such assignment has been delivered to the Administrative Agent;

(j)            if the Company maintains a credit limit for an Account Debtor, the aggregate dollar amount of Accounts due from such Account Debtor, including such Account, does not exceed such credit limit;

(k)           if the Account is evidenced by chattel paper or an instrument, the originals of such chattel paper or instrument shall have been endorsed and/or assigned and delivered to the Administrative Agent or, in the case of electronic chattel paper, shall be in the control of the Administrative Agent, in each case in a manner satisfactory to the Administrative Agent;

(l)            such Account is evidenced by an invoice delivered to the related Account Debtor and is not more than 90 days (120 days in respect of Accounts owing by Account Debtors approved in writing by the Administrative Agent in its sole discretion) past the original invoice date thereof, in each case according to the original terms of sale;

(m)          it is not an Account with respect to an Account Debtor that is located in any jurisdiction which has adopted a statute or other requirement with respect to which any Person that obtains business from within such jurisdiction must file a notice of business activities report or make any other required filings in a timely manner in order to enforce its claims in such jurisdiction’s courts unless (i) such notice of business activities report has been duly and timely filed or the Company is exempt from filing such report and has provided the Administrative Agent with satisfactory evidence of such exemption or (ii) the failure to make such filings may be cured retroactively by the Company for a nominal fee;

(n)           the Account Debtor with respect thereto is not an Affiliate of the Company;

10

(o)           it is not owed by an Account Debtor with respect to which 25% or more of the aggregate amount of outstanding Accounts owed at such time by such Account Debtor is classified as ineligible under clause (l) of this definition;

(p)           if the aggregate amount of all Accounts owed by the Account Debtor thereon exceeds 25% of the aggregate amount of all Accounts at such time 40% in the case of Accounts owed by Altivity Packaging, LLC and its Subsidiaries, then all Accounts owed by such Account Debtor in excess of such amount shall be deemed ineligible;

(q)           it is otherwise not unacceptable to the Administrative Agent in its reasonable discretion for any other reason.

An Account which is at any time an Eligible Account, but which subsequently fails to meet any of the foregoing requirements, shall forthwith cease to be an Eligible Account. Further, with respect to any Account, if the Administrative Agent or the Required Lenders at any time hereafter determine in its or their reasonable discretion that the prospect of payment or performance by the Account Debtor with respect thereto is materially impaired for any reason whatsoever, such Account shall cease to be an Eligible Account after notice of such determination is given to the Company.

Eligible Inventory means Inventory of the Company which meets each of the following requirements:

(a)           it (i) is subject to a perfected, first priority Lien in favor of the Administrative Agent and (ii) is not subject to any other assignment, claim or Lien (other than inchoate Liens permitted under Sections 11.2(a), (b) and (e));

(b)           it is salable and not slow-moving, obsolete or discontinued or in excess of a 12-month supply;

(c)           it is either (i) in the possession and control of the Company and it is stored and held in facilities owned by the Company or, if such facilities are not so owned, the Administrative Agent is in possession of a Collateral Access Agreement with respect thereto or (ii) on consignment with a customer of the Company pursuant to a valid consignment agreement satisfactory to the Administrative Agent and so long as the Administrative Agent is in possession of a Collateral Access Agreement with respect thereto and such other documentation as the Administrative Agent may require;

(d)           it is not Inventory produced in violation of the Fair Labor Standards Act and subject to the “hot goods” provisions contained in Title 29 U.S.C. §215;

(e)           it is not subject to any agreement or license which would restrict the Administrative Agent’s ability to sell or otherwise dispose of such Inventory;

(f)            it is located in the United States or in any territory or possession of the United States that has adopted Article 9 of the Uniform Commercial Code;

11

(g)           it is not “in transit” to the Company or held by the Company on consignment;

(h)           it is not “work-in-progress” Inventory;

(i)            it is not supply items, repair materials, butt rolls, pallets or packaging;

(j)            it is not identified to any purchase order or contract to the extent progress or advance payments are received with respect to such Inventory;

(k)           it does not breach any of the representations, warranties or covenants pertaining to Inventory set forth in the Loan Documents; and

(l)            the Administrative Agent shall not have determined in its reasonable discretion that it is unacceptable due to age, type, category, quality, quantity and/or any other reason whatsoever.

Inventory which is at any time Eligible Inventory but which subsequently fails to meet any of the foregoing requirements shall forthwith cease to be Eligible Inventory.

Environmental Claims means all claims, however asserted, by any governmental, regulatory or judicial authority or other Person alleging potential liability or responsibility for violation of any Environmental Law, or for release or injury to the environment.

Environmental Laws means all present or future federal, state or local laws, statutes, common law duties, rules, regulations, ordinances and codes, together with all administrative or judicial orders, consent agreements, directed duties, requests, licenses, authorizations and permits of, and agreements with, any governmental authority, in each case relating to any matter arising out of or relating to public health and safety, or pollution or protection of the environment or workplace, including any of the foregoing relating to the presence, use, production, generation, handling, transport, treatment, storage, disposal, distribution, discharge, emission, release, threatened release, control or cleanup of any Hazardous Substance.

ERISA means the Employee Retirement Income Security Act of 1974.

Event of Default means any of the events described in Section 13.1.

Excess Cash Flow means, for any period, (a) EBITDA for such period, minus (b) scheduled repayments of principal of the Term Loan made during such period, minus (c) voluntary prepayments of the Term Loan pursuant to Section 6.2.1 during such period, minus (d) cash payments made in such period with respect to Capital Expenditures, minus (e) all income taxes paid in cash by the Loan Parties during such period, minus (f) cash Interest Expense of the Loan Parties during such period, minus (g) any cash losses (and plus any cash gains) from extraordinary items to the extent excluded from the calculation of EBITDA, minus (h) any increase in Adjusted Working Capital for such period.

12

Excluded Taxes means taxes based upon, or measured by, the Lender’s or Administrative Agent’s (or a branch of the Lender’s or Administrative Agent’s) overall net income, overall net receipts, or overall net profits (including franchise taxes imposed in lieu of such taxes), but only to the extent such taxes are imposed by a taxing authority (a) in a jurisdiction in which such Lender or Administrative Agent is organized, (b) in a jurisdiction which the Lender’s or Administrative Agent’s principal office is located, or (c) in a jurisdiction in which such Lender’s or Administrative Agent’s lending office (or branch) in respect of which payments under this Agreement are made is located.

Federal Funds Rate means, for any day, a fluctuating interest rate equal for each day during such period to the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers, as published for such day (or, if such day is not a Business Day, for the next preceding Business Day) by the Federal Reserve Bank of New York, or, if such rate is not so published for any day which is a Business Day, the average of the quotations for such day on such transactions received by the Administrative Agent from three Federal funds brokers of recognized standing selected by the Administrative Agent. The Administrative Agent’s determination of such rate shall be binding and conclusive absent manifest error.

Fiscal Quarter means a fiscal quarter of a Fiscal Year.

Fiscal Year means the fiscal year of the Company and its Subsidiaries, which period shall be the 12-month period ending on December 31 of each year. References to a Fiscal Year with a number corresponding to any calendar year (e.g., “Fiscal Year 2007”) refer to the Fiscal Year ending on December 31 of such calendar year.

Fixed Charge Coverage Ratio means, for any Computation Period, the ratio of (a) the total for such period of EBITDA minus the sum of income taxes paid in cash by the Loan Parties and all unfinanced Capital Expenditures to (b) the sum for such period of (i) cash Interest Expense plus (ii) required payments of principal of Funded Debt (including the Term Loan but excluding the Revolving Loans and the Parent Revolving Debt).

FRB means the Board of Governors of the Federal Reserve System or any successor thereto.

Funded Debt means, as to any Person, all Debt of such Person that matures more than one year from the date of its creation (or is renewable or extendible, at the option of such Person, to a date more than one year from such date).

GAAP means generally accepted accounting principles set forth from time to time in the opinions and pronouncements of the Accounting Principles Board and the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board (or agencies with similar functions of comparable stature and authority within the U.S. accounting profession) and the Securities and Exchange Commission, which are applicable to the circumstances as of the date of determination.

13

Group - see Section 2.2.1.

Hazardous Substances means (a) any petroleum or petroleum products, radioactive materials, asbestos in any form that is or could become friable, urea formaldehyde foam insulation, dielectric fluid containing levels of polychlorinated biphenyls, radon gas and mold; (b) any chemicals, materials, pollutant or substances defined as or included in the definition of “hazardous substances”, “hazardous waste”, “hazardous materials”, “extremely hazardous substances”, “restricted hazardous waste”, “toxic substances”, “toxic pollutants”, “contaminants”, “pollutants” or words of similar import, under any applicable Environmental Law; and (c) any other chemical, material or substance, the exposure to, or release of which is prohibited, limited or regulated by any governmental authority or for which any duty or standard of care is imposed pursuant to, any Environmental Law.

Hedging Agreement means any interest rate, currency or commodity swap agreement, cap agreement or collar agreement, and any other agreement or arrangement designed to protect a Person against fluctuations in interest rates, currency exchange rates or commodity prices.

Hedging Obligation means, with respect to any Person, any liability of such Person under any Hedging Agreement.

Indemnified Liabilities - - see Section 15.17.

Interest Expense means for any period the consolidated interest expense of the Company and its Subsidiaries for such period (including all imputed interest on Capital Leases).

Interest Period means, as to any LIBOR Loan, the period commencing on the date such Loan is borrowed or continued as, or converted into, a LIBOR Loan and ending on the date one, two, three or six months thereafter as selected by the Company pursuant to Section 2.2.2 or 2.2.3, as the case may be; provided that:

(a)           if any Interest Period would otherwise end on a day that is not a Business Day, such Interest Period shall be extended to the following Business Day unless the result of such extension would be to carry such Interest Period into another calendar month, in which event such Interest Period shall end on the preceding Business Day;

(b)           any Interest Period that begins on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period shall end on the last Business Day of the calendar month at the end of such Interest Period;

(c)           the Company may not select any Interest Period for a Revolving Loan which would extend beyond the scheduled Termination Date; and

14

(d)           the Company may not select any Interest Period for the Term Loan if, after giving effect to such selection, the aggregate principal amount of the Term Loan having Interest Periods ending after any date on which an installment of the Term Loan is scheduled to be repaid would exceed the aggregate principal amount of the Term Loan scheduled to be outstanding after giving effect to such repayment.

Inventory is defined in the Collateral Agreement.

Investment means, with respect to any Person, any investment in another Person, whether by acquisition of any debt or Capital Security, by making any loan or advance, by becoming obligated with respect to a Contingent Liability in respect of obligations of such other Person (other than travel and similar advances to employees in the ordinary course of business) or by making an Acquisition.

Issuing Lender means LaSalle, in its capacity as the issuer of Letters of Credit hereunder, or any Affiliate of LaSalle that may from time to time issue Letters of Credit, and their successors and assigns in such capacity.

LaSalle - - see the Preamble.

L/C Application means, with respect to any request for the issuance of a Letter of Credit, a letter of credit application in the form being used by the Issuing Lender at the time of such request for the type of letter of credit requested.

L/C Fee Rate - - see the definition of Applicable Margin.

Lender - - see the Preamble. References to the “Lenders” shall include the Issuing Lender; for purposes of clarification only, to the extent that LaSalle (or any successor Issuing Lender) may have any rights or obligations in addition to those of the other Lenders due to its status as Issuing Lender, its status as such will be specifically referenced. In addition to the foregoing, for the purpose of identifying the Persons entitled to share in the Collateral and the proceeds thereof under, and in accordance with the provisions of, this Agreement and the Collateral Documents, the term “Lender” shall include Affiliates of LaSalle providing a Bank Product.

Lender Party - - see Section 15.17.

Letter of Credit - - see Section 2.1.3.

LIBOR Loan means any Loan which bears interest at a rate determined by reference to the LIBOR Rate.

LIBOR Margin - - see the definition of Applicable Margin.

LIBOR Office means with respect to any Lender the office or offices of such Lender which shall be making or maintaining the LIBOR Loans of such Lender hereunder. A LIBOR Office of any Lender may be, at the option of such Lender, either a domestic or foreign office.

15

LIBOR Rate means a rate of interest equal to (a) the per annum rate of interest at which United States dollar deposits in an amount comparable to the amount of the relevant LIBOR Loan and for a period equal to the relevant Interest Period are offered in the London Interbank Eurodollar market at 11:00 A.M. (London time) two (2) Business Days prior to the commencement of such Interest Period (or three (3) Business Days prior to the commencement of such Interest Period if banks in London, England were not open and dealing in offshore United States dollars on such second preceding Business Day), as displayed in the Bloomberg Financial Markets system (or other authoritative source selected by the Administrative Agent in its sole discretion) or, if the Bloomberg Financial Markets system or another authoritative source is not available, as the LIBOR Rate is otherwise determined by the Administrative Agent in its sole and absolute discretion, divided by (b) a number determined by subtracting from 1.00 the then stated maximum reserve percentage for determining reserves to be maintained by member banks of the Federal Reserve System for Eurocurrency funding or liabilities as defined in Regulation D (or any successor category of liabilities under Regulation D), such rate to remain fixed for such Interest Period. The Administrative Agent’s determination of the LIBOR Rate shall be conclusive, absent manifest error.

Lien means, with respect to any Person, any interest granted by such Person in any real or personal property, asset or other right owned or being purchased or acquired by such Person (including an interest in respect of a Capital Lease) which secures payment or performance of any obligation and shall include any mortgage, lien, encumbrance, title retention lien, charge or other security interest of any kind, whether arising by contract, as a matter of law, by judicial process or otherwise.

Loan Documents means this Agreement, the Notes, the Letters of Credit, the Master Letter of Credit Agreement, the L/C Applications, the Agent Fee Letter, the Collateral Documents, the Parent Subordination Agreement, and all documents, instruments and agreements delivered in connection with the foregoing.

Loan Party means the Company and each Subsidiary.

Loan or Loans means, as the context may require, the Revolving Loans, the Term Loan and/or Swing Line Loans.

Mandatory Prepayment Event - see Section 6.2.2(a).

Margin Stock means any “margin stock” as defined in Regulation U.

Master Letter of Credit Agreement means, at any time, with respect to the issuance of Letters of Credit, a master letter of credit agreement or reimbursement agreement in the form, if any, being used by the Issuing Lender at such time.

Material Adverse Effect means (a) a material adverse change in, or a material adverse effect upon, the financial condition, operations, assets, business or properties of the Loan Parties taken as a whole, (b) a material impairment of the ability of any Loan Party or Parent to perform any of the Obligations under any Loan Document or (c) a material adverse effect upon any

16

substantial portion of the collateral under the Collateral Documents or upon the legality, validity, binding effect or enforceability against any Loan Party or Parent of any Loan Document.

Mortgage means a mortgage, deed of trust, leasehold mortgage or similar instrument granting the Administrative Agent a Lien on real property of any Loan Party.

Multiemployer Pension Plan means a multiemployer plan, as defined in Section 4001(a)(3) of ERISA, to which the Company or any other member of the Controlled Group may have any liability.

Net Cash Proceeds means:

(a)           with respect to any Asset Disposition, the aggregate cash proceeds (including cash proceeds received pursuant to policies of insurance or by way of deferred payment of principal pursuant to a note, installment receivable or otherwise, but only as and when received) received by any Loan Party pursuant to such Asset Disposition net of (i) the direct costs relating to such sale, transfer or other disposition (including sales commissions and legal, accounting and investment banking fees), (ii) taxes paid or reasonably estimated by the Company to be payable as a result thereof (after taking into account any available tax credits or deductions and any tax sharing arrangements) and (iii) amounts required to be applied to the repayment of any Debt secured by a Lien on the asset subject to such Asset Disposition (other than the Loans);

(b)           with respect to any issuance of Capital Securities, the aggregate cash proceeds received by any Loan Party pursuant to such issuance, net of the direct costs relating to such issuance (including sales and underwriters’ commissions); and

(c)           with respect to any issuance of Debt, the aggregate cash proceeds received by any Loan Party pursuant to such issuance, net of the direct costs of such issuance (including up-front, underwriters’ and placement fees).

Non-U.S. Participant - - see Section 7.6(d).

Non-Use Fee Rate - - see the definition of Applicable Margin.

Note means a promissory note substantially in the form of Exhibit A.

Notice of Borrowing - - see Section 2.2.2.

Notice of Conversion/Continuation - see Section 2.2.3.

Obligations means all obligations (monetary (including post-petition interest, allowed or not) or otherwise) of any Loan Party under this Agreement and any other Loan Document including Attorney Costs and any reimbursement obligations of each Loan Party in respect of Letters of Credit and surety bonds, all Hedging Obligations permitted hereunder which are owed to LaSalle or its Affiliate or Administrative Agent, and all Bank Products Obligations, all in each

17

case howsoever created, arising or evidenced, whether direct or indirect, absolute or contingent, now or hereafter existing, or due or to become due.

OFAC - see Section 10.4.

Operating Lease means any lease of (or other agreement conveying the right to use) any real or personal property by any Loan Party, as lessee, other than any Capital Lease.

Parent means Stone Arcade Acquisition Corporation (to be renamed Kapstone Paper and Packaging Corporation), a Delaware corporation.

Parent Pledge Agreement means the Pledge Agreement dated as of the date hereof executed and delivered by the Parent in form and substance satisfactory to the Administrative Agent.

Parent Revolving Debt means unsecured Debt of the Company to Parent in respect of revolving loans and advances made by Parent to the Company pursuant to the Parent Subordinated Note.

Parent Subordinated Note means that certain Subordinated Promissory Note dated as of the Closing Date by the Company in favor of Parent.

Parent Subordination Agreement means that certain Subordination and Intercreditor Agreement dated as of the date hereof by and among Parent, Company and Administrative Agent, as amended, restated or otherwise modified from time to time pursuant to the terms thereof.

Participant - - see Section 15.6.2.

PBGC means the Pension Benefit Guaranty Corporation and any entity succeeding to any or all of its functions under ERISA.

Pension Plan means a “pension plan”, as such term is defined in Section 3(2) of ERISA, which is subject to Title IV of ERISA or the minimum funding standards of ERISA (other than a Multiemployer Pension Plan), and as to which the Company or any member of the Controlled Group may have any liability, including any liability by reason of having been a substantial employer within the meaning of Section 4063 of ERISA at any time during the preceding five years, or by reason of being deemed to be a contributing sponsor under Section 4069 of ERISA.

Permitted Acquisition means any Proposed Acquisition which satisfies each of the following conditions:

(i)            None of the Loan Parties shall incur or assume any Debt (other than Debt permitted under Section 11.1) or other liabilities in connection with such Proposed Acquisition except for ordinary course trade payables and accrued expenses. No earn-

18

out or similar payment obligations shall be incurred in connection with such Proposed Acquisition unless approved in writing by the Administrative Agent;

(ii)           Before and after giving effect to such acquisition, no Unmatured Default or Event of Default shall have occurred and be continuing;

(iii)          After giving effect to such Proposed Acquisition, Availability shall be at least $10,000,000;

(iv)          The aggregate amount payable in connection with, and other consideration for (in each case, including all transaction costs and all Debt, liabilities and Contingent Liabilities incurred or assumed in connection therewith or otherwise reflected in a consolidated balance sheet of the Company and such acquired Person) such Proposed Acquisition and all other Permitted Acquisitions shall not exceed $30,000,000;

(v)           After giving effect to such Proposed Acquisition, the Company shall be in compliance on a Pro Forma Basis with the financial covenants set forth in Section 11.14, recomputed for the most recent Fiscal Quarter for which financial statements have been delivered;

(vi)          Upon consummation of such Proposed Acquisition, the Administrative Agent, on behalf of the Lenders, shall have a perfected first priority Lien upon all assets acquired in connection therewith, subject only to Permitted Liens;

(vii)         Not less than twenty (20) Business Days prior to consummating such Proposed Acquisition, the Company shall deliver to the Administrative Agent an acquisition summary with respect to such Proposed Acquisition, such summary to include (1) a reasonably detailed description of the business to be acquired (including financial information) and operating results (including financial statements in form and substance reasonably satisfactory to the Administrative Agent), (2) the terms and conditions, including economic terms, of the Proposed Acquisition, and (3) pro forma financial projections for the Loan Parties for the four Fiscal Quarters following the date of such Proposed Acquisition, together with a calculation of the Company’s compliance on a Pro Forma Basis with the financial covenants set forth in subsection 11.14 for such period, in each case in form and substance reasonably satisfactory to the Administrative Agent;

(viii)        The Administrative Agent shall have completed business, legal and environmental due diligence with respect to the proposed business and assets to be acquired, with results reasonably satisfactory to the Administrative Agent; and

(ix)           Prior to consummating such Proposed Acquisition, the Company shall provide the Administrative Agent with all acquisition documents relating thereto and such other information (including officer’s certificates and opinions of counsel) as the Administrative Agent shall reasonably request in order to confirm that the conditions set forth herein have been satisfied.

19

Permitted Lien means a Lien expressly permitted hereunder pursuant to Section 11.2.

Person means any natural person, corporation, partnership, trust, limited liability company, association, governmental authority or unit, or any other entity, whether acting in an individual, fiduciary or other capacity.

Prime Rate means, for any day, the rate of interest in effect for such day as publicly announced from time to time by LaSalle as its prime rate (whether or not such rate is actually charged by LaSalle), which is not intended to be LaSalle’s lowest or most favorable rate of interest at any one time. Any change in the Prime Rate announced by LaSalle shall take effect at the opening of business on the day specified in the public announcement of such change; provided that the Administrative Agent shall not be obligated to give notice of any change in the Prime Rate.

Pro Forma Basis means, with respect to any determination for any period and any Pro Forma Transaction, that such determination shall be made by giving pro forma effect to each such Pro Forma Transaction, as if each such Pro Forma Transaction had been consummated on the first day of such period.

Pro Forma Transaction means any transaction consummated as part of any Permitted Acquisition, together with each other transaction relating thereto and consummated in connection therewith, including any incurrence or repayment of Debt.

Proposed Acquisition means (a) any proposed acquisition that is consensual and approved by the board of directors of such Proposed Acquisition Target, of all or substantially all of the assets or Capital Securities of any Proposed Acquisition Target by the Company or any Subsidiary of the Company or (b) any proposed merger of any Proposed Acquisition Target with or into the Company or any Subsidiary of the Company (and, in the case of a merger with the Company, with the Company being the surviving corporation).

Proposed Acquisition Target means any Person or any brand, line of business, division, branch, operating division or other unit operation of any Person.

Pro Rata Share means:

(a)           with respect to a Lender’s obligation to make Revolving Loans, participate in Letters of Credit, reimburse the Issuing Lender, and receive payments of principal, interest, fees, costs, and expenses with respect thereto, (x) prior to the Revolving Commitment being terminated or reduced to zero, the percentage obtained by dividing (i) such Lender’s Revolving Commitment, by (ii) the aggregate Revolving Commitment of all Lenders and (y) from and after the time the Revolving Commitment has been terminated or reduced to zero, the percentage obtained by dividing (i) the aggregate unpaid principal amount of such Lender’s Revolving Outstandings (after settlement and repayment of all Swing Line Loans by the Lenders) by (ii) the aggregate unpaid principal amount of all Revolving Outstandings;

20

(b)           with respect to a Lender’s obligation to make a Term Loan and receive payments of interest, fees, and principal with respect thereto, (x) prior to the making of the Term Loans, the percentage obtained by dividing (i) such Lender’s Term Loan Commitment, by (ii) the aggregate amount of all Lenders’ Term Loan Commitments, and (y) from and after the making of the Term Loans, the percentage obtained by dividing (i) the principal amount of such Lender’s Term Loan by (ii) the principal amount of all Term Loans of all Lenders; and

(c)           with respect to all other matters as to a particular Lender, the percentage obtained by dividing (i) such Lender’s Revolving Commitment plus such Lender’s Term Loan Commitment, by (ii) the aggregate amount of Revolving Commitment of all Lenders plus the Term Loan Commitment of all Lenders; provided that in the event the Commitments have been terminated or reduced to zero, Pro Rata Share shall be the percentage obtained by dividing (A) the principal amount of such Lender’s Revolving Outstandings (after settlement and repayment of all Swing Line Loans by the Lenders) plus the unpaid principal amount of such Lender’s Term Loan by (B) the principal amount of all outstanding Revolving Outstandings plus the unpaid principal amount of all Term Loans of all Lenders.

Purchase means the purchase by the Company of the Business pursuant to the Purchase Agreement.

Purchase Agreement means that certain Purchase Agreement dated as of June 23, 2006 among the Parent, the Company and Seller, as amended from time to time prior to the Closing Date.

Purchase Agreement Assignment means the Purchase Agreement Assignment between the Company, Parent and the Administrative Agent and acknowledged by Seller, in form and substance satisfactory to the Administrative Agent.

Rebate Reserve means a reserve against Eligible Accounts in an amount equal to 100% of the rebate reserve maintained by the Company on its books and records in respect of Accounts arising from sales by the Company’s Roanoke Rapids division; provided that such reserve shall be eliminated at such time, if any, as the Administrative Agent determines that the Company is accurately reporting the amount of such rebate.

Refunded Swing Line Loan - - see Section 2.2.4(c).

Regulation D means Regulation D of the FRB.

Regulation U means Regulation U of the FRB.

Related Agreements means the Purchase Agreement and all agreements and instruments entered into or delivered in connection therewith, including without limitation all supply agreements and transitional services agreements with Seller.

Related Transactions means the transactions contemplated by the Related Agreements.

21

Replacement Lender - see Section 8.7(b).

Reportable Event means a reportable event as defined in Section 4043 of ERISA and the regulations issued thereunder as to which the PBGC has not waived the notification requirement of Section 4043(a), or the failure of a Pension Plan to meet the minimum funding standards of Section 412 of the Code (without regard to whether the Pension Plan is a plan described in Section 4021(a)(2) of ERISA) or under Section 302 of ERISA.

Required Lenders means, at any time, Lenders whose Pro Rata Shares exceed 662¤3% as determined pursuant to clause (d) of the definition of “Pro Rata Share”.

Revolving Commitment means $35,000,000 as reduced from time to time pursuant to Section 6.1.

Revolving Loan - see Section 2.1.1.

Revolving Loan Availability means the lesser of (i) the Revolving Commitment and (ii) the Borrowing Base.

Revolving Outstandings means, at any time, the sum of (a) the aggregate principal amount of all outstanding Revolving Loans, plus (b) the Stated Amount of all Letters of Credit.

SEC means the Securities and Exchange Commission or any other governmental authority succeeding to any of the principal functions thereof.

Seller means International Paper Company, a New York corporation.

Senior Officer means, with respect to any Loan Party, any of the chief executive officer, the chief financial officer, the chief operating officer, president or the treasurer of such Loan Party.

Stated Amount means, with respect to any Letter of Credit at any date of determination, (a) the maximum aggregate amount available for drawing thereunder under any and all circumstances plus (b) the aggregate amount of all unreimbursed payments and disbursements under such Letter of Credit.

Subsidiary means, with respect to any Person, a corporation, partnership, limited liability company or other entity of which such Person owns, directly or indirectly, such number of outstanding Capital Securities as have more than 50% of the ordinary voting power for the election of directors or other managers of such corporation, partnership, limited liability company or other entity. Unless the context otherwise requires, each reference to Subsidiaries herein shall be a reference to Subsidiaries of the Company.

Swing Line Availability means the lesser of (a) the Swing Line Commitment Amount and (b) Revolving Loan Availability (less Revolving Outstandings at such time).

22

Swing Line Commitment Amount means $5,000,000, as reduced from time to time pursuant to Section 6.1, which commitment constitutes a subfacility of the Revolving Commitment of the Swing Line Lender.

Swing Line Lender means LaSalle.

Swing Line Loan - - see Section 2.2.4.

Taxes means any and all present and future taxes, duties, levies, imposts, deductions, assessments, charges or withholdings, and any and all liabilities (including interest and penalties and other additions to taxes) with respect to the foregoing, but excluding Excluded Taxes.

Term Loan Commitment means $60,000,000.

Term Loan Maturity Date means the earlier of (a) December 31, 2011 or (b) the Termination Date.

Term Loans - - see Section 2.1.2.

Termination Date means the earlier to occur of (a) December 31, 2011, (b) such other date on which the Commitments terminate pursuant to Section 6 or Section 13 or (c) the date which is ninety (90) days prior to the date on which any of the Earn-Out Obligations become due and owing under the Purchase Agreement.

Termination Event means, with respect to a Pension Plan that is subject to Title IV of ERISA, (a) a Reportable Event, (b) the withdrawal of Company or any other member of the Controlled Group from such Pension Plan during a plan year in which Company or any other member of the Controlled Group was a “substantial employer” as defined in Section 4001(a)(2) of ERISA or was deemed such under Section 4068(f) of ERISA, (c) the termination of such Pension Plan, the filing of a notice of intent to terminate the Pension Plan or the treatment of an amendment of such Pension Plan as a termination under Section 4041 of ERISA, (d) the institution by the PBGC of proceedings to terminate such Pension Plan or (e) any event or condition that might constitute grounds under Section 4042 of ERISA for the termination of, or appointment of a trustee to administer, such Pension Plan.

Total Debt means all Debt of the Company and its Subsidiaries, determined on a consolidated basis, excluding (a) contingent obligations in respect of Contingent Liabilities (except to the extent constituting Contingent Liabilities in respect of Debt of a Person other than any Loan Party or in respect of Letters of Credit), (b) Hedging Obligations, (c) Debt of the Company to Subsidiaries and Debt of Subsidiaries to the Company or to other Subsidiaries and (d) the Earn-Out Obligations.

Total Debt to EBITDA Ratio means, as of the last day of any Fiscal Quarter, the ratio of (a) Total Debt as of such day to (b) EBITDA for the period of four consecutive Fiscal Quarters ending on such day.

23

Total Plan Liability means, at any time, the present value of all vested and unvested accrued benefits under all Pension Plans, determined as of the then most recent valuation date for each Pension Plan, using PBGC actuarial assumptions for single employer plan terminations.

type - see Section 2.2.1.

UCC is defined in the Collateral Agreement.

Unfunded Liability means the amount (if any) by which the present value of all vested and unvested accrued benefits under all Pension Plans exceeds the fair market value of all assets allocable to those benefits, all determined as of the then most recent valuation date for each Pension Plan, using PBGC actuarial assumptions for single employer plan terminations.

Unmatured Event of Default means any event that, if it continues uncured, will, with lapse of time or notice or both, constitute an Event of Default.

Wholly-Owned Subsidiary means, as to any Person, a Subsidiary all of the Capital Securities of which (except directors’ qualifying Capital Securities) are at the time directly or indirectly owned by such Person and/or another Wholly-Owned Subsidiary of such Person.

Withholding Certificate - - see Section 7.6(d).

1.2           Other Interpretive Provisions.

(a)           The meanings of defined terms are equally applicable to the singular and plural forms of the defined terms.

(b)           Section, Annex, Schedule and Exhibit references are to this Agreement unless otherwise specified.

(c)           The term “including” is not limiting and means “including without limitation.”

(d)           In the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including”; the words “to” and “until” each mean “to but excluding”, and the word “through” means “to and including.”

(e)           Unless otherwise expressly provided herein, (i) references to agreements (including this Agreement and the other Loan Documents) and other contractual instruments shall be deemed to include all subsequent amendments, restatements, supplements and other modifications thereto, but only to the extent such amendments, restatements, supplements and other modifications are not prohibited by the terms of any Loan Document, and

24

(ii) references to any statute or regulation shall be construed as including all statutory and regulatory provisions amending, replacing, supplementing or interpreting such statute or regulation.

(f)            This Agreement and the other Loan Documents may use several different limitations, tests or measurements to regulate the same or similar matters. All such limitations, tests and measurements are cumulative and each shall be performed in accordance with its terms.

(g)           This Agreement and the other Loan Documents are the result of negotiations among and have been reviewed by counsel to the Administrative Agent, the Company, the Lenders and the other parties thereto and are the products of all parties. Accordingly, they shall not be construed against the Administrative Agent or the Lenders merely because of the Administrative Agent’s or Lenders’ involvement in their preparation.

SECTION 2. COMMITMENTS OF THE LENDERS; BORROWING, CONVERSION AND LETTER OF CREDIT PROCEDURES.

2.1           Commitments. On and subject to the terms and conditions of this Agreement, each of the Lenders, severally and for itself alone, agrees to make loans to, and to issue or participate in letters of credit for the account of, the Company as follows:

2.1.1        Revolving Loan Commitment. Each Lender with a Revolving Loan Commitment agrees to make loans on a revolving basis (“Revolving Loans”) from time to time until the Termination Date in such Lender’s Pro Rata Share of such aggregate amounts as the Company may request from all Lenders; provided that the Revolving Outstandings will not at any time exceed Revolving Loan Availability (less the amount of any Swing Line Loans outstanding at such time).

2.1.2        Term Loan Commitment. Each Lender with a Term Loan Commitment agrees to make a loan to the Company (each such loan, a “Term Loan” and collectively, the “Term Loans”) on the Closing Date in such Lender’s Pro Rata Share of the Term Loan Commitment. The Commitments of the Lenders to make Term Loans shall expire concurrently with the making of the Term Loans on the Closing Date.

2.1.3        L/C Commitment. Subject to Section 2.3.1, the Issuing Lender agrees to issue letters of credit, in each case containing such terms and conditions as are permitted by this Agreement and are reasonably satisfactory to the Issuing Lender (each, a “Letter of Credit”), at the request of and for the account of the Company from time to time before the scheduled Termination Date and, as more fully set forth in Section 2.3.2, each Lender agrees to purchase a participation in each such Letter of Credit; provided that (a) the aggregate Stated Amount of all Letters of Credit shall not at any time exceed $10,000,000 and (b) the Revolving Outstandings shall not at any time exceed Revolving Loan Availability (less the amount of any Swing Line Loans outstanding at such time).

2.2           Loan Procedures.

25

2.2.1        Various Types of Loans. Each Revolving Loan shall be, and the Term Loan may be divided into tranches which are, either a Base Rate Loan or a LIBOR Loan (each a “type” of Loan), as the Company shall specify in the related notice of borrowing or conversion pursuant to Section 2.2.2 or 2.2.3. LIBOR Loans having the same Interest Period which expire on the same day are sometimes called a “Group” or collectively “Groups”. Base Rate Loans and LIBOR Loans may be outstanding at the same time, provided that not more than six (6) different Groups of LIBOR Loans shall be outstanding at any one time. All borrowings, conversions and repayments of Revolving Loans shall be effected so that each Lender will have a ratable share (according to its Pro Rata Share) of all types and Groups of Loans.

2.2.2        Borrowing Procedures. The Company shall give written notice (each such written notice, a “Notice of Borrowing”) substantially in the form of Exhibit E or telephonic notice (followed immediately by a Notice of Borrowing) to the Administrative Agent of each proposed borrowing not later than (a) in the case of a Base Rate borrowing, noon, Chicago time, on the proposed date of such borrowing, and (b) in the case of a LIBOR borrowing, noon, Chicago time, at least three Business Days prior to the proposed date of such borrowing. Each such notice shall be effective upon receipt by the Administrative Agent, shall be irrevocable, and shall specify the date, amount and type of borrowing and, in the case of a LIBOR borrowing, the initial Interest Period therefor. Promptly upon receipt of such notice, the Administrative Agent shall advise each Lender thereof. Not later than 1:00 P.M., Chicago time, on the date of a proposed borrowing, subject to Section 2.2.4, each Lender shall provide the Administrative Agent at the office specified by the Administrative Agent with immediately available funds covering such Lender’s Pro Rata Share of such borrowing and, so long as the Administrative Agent has not received written notice that the conditions precedent set forth in Section 12.2 with respect to such borrowing have not been satisfied, the Administrative Agent shall pay over the funds received by the Administrative Agent to the Company on the requested borrowing date. Each borrowing shall be on a Business Day. Each Base Rate borrowing shall be in an aggregate amount of at least $100,000 and an integral multiple of $50,000, and each LIBOR borrowing shall be in an aggregate amount of at least $1,000,000 and an integral multiple of at least $100,000.

2.2.3        Conversion and Continuation Procedures.

(a)           Subject to Section 2.2.1, the Company may, upon irrevocable written notice to the Administrative Agent in accordance with clause (b) below:

(A)          elect, as of any Business Day, to convert any Loans (or any part thereof in an aggregate amount not less than $1,000,000 or a higher integral multiple of $100,000) into Loans of the other type; or

(B)           elect, as of the last day of the applicable Interest Period, to continue any LIBOR Loans having Interest Periods expiring on such day (or any part thereof in an aggregate amount not less than $1,000,000 or a higher integral multiple of $100,000) for a new Interest Period;

26

provided that after giving effect to any prepayment, conversion or continuation, the aggregate principal amount of each Group of LIBOR Loans shall be at least $1,000,000 and an integral multiple of $100,000.

(b)           The Company shall give written notice (each such written notice, a “Notice of Conversion/Continuation”) substantially in the form of Exhibit F or telephonic notice (followed immediately by a Notice of Conversion/Continuation) to the Administrative Agent of each proposed conversion or continuation not later than (i) in the case of conversion into Base Rate Loans, 11:00 A.M., Chicago time, on the proposed date of such conversion and (ii) in the case of conversion into or continuation of LIBOR Loans, 11:00 A.M., Chicago time, at least three Business Days prior to the proposed date of such conversion or continuation, specifying in each case:

(A)          the proposed date of conversion or continuation;

(B)           the aggregate amount of Loans to be converted or continued;

(C)           the type of Loans resulting from the proposed conversion or continuation; and

(D)          in the case of conversion into, or continuation of, LIBOR Loans, the duration of the requested Interest Period therefor.

(c)           If upon the expiration of any Interest Period applicable to LIBOR Loans, the Company has failed to select timely a new Interest Period to be applicable to such LIBOR Loans, the Company shall be deemed to have elected to convert such LIBOR Loans into Base Rate Loans effective on the last day of such Interest Period.

(d)           The Administrative Agent will promptly notify each Lender of its receipt of a notice of conversion or continuation pursuant to this Section 2.2.3 or, if no timely notice is provided by the Company, of the details of any automatic conversion.

(e)           Any conversion of a LIBOR Loan on a day other than the last day of an Interest Period therefor shall be subject to Section 8.4.

2.2.4        Swing Line Facility.

(a)           The Administrative Agent shall notify the Swing Line Lender upon the Administrative Agent’s receipt of any Notice of Borrowing. Subject to the terms and conditions hereof, the Swing Line Lender may, in its sole discretion, make available from time to time until the Termination Date advances (each, a “Swing Line Loan”) in accordance with any such notice, notwithstanding that after making a requested Swing Line Loan, the sum of the Swing Line Lender’s Pro Rata Share of the Revolving Outstandings and all outstanding Swing Line Loans, may exceed the Swing Line Lender’s Pro Rata Share of the Revolving Commitment. The provisions of this Section 2.2.4 shall not relieve Lenders of their obligations to make

27

Revolving Loans under Section 2.1.1; provided that if the Swing Line Lender makes a Swing Line Loan pursuant to any such notice, such Swing Line Loan shall be in lieu of any Revolving Loan that otherwise may be made by the Lenders pursuant to such notice. The aggregate amount of Swing Line Loans outstanding shall not exceed at any time Swing Line Availability. Until the Termination Date, the Company may from time to time borrow, repay and reborrow under this Section 2.2.4. Each Swing Line Loan shall be made pursuant to a Notice of Borrowing delivered by the Company to the Administrative Agent in accordance with Section 2.2.2. Any such notice must be given no later than 2:00 P.M., Chicago time, on the Business Day of the proposed Swing Line Loan. Unless the Swing Line Lender has received at least one Business Day’s prior written notice from the Required Lenders instructing it not to make a Swing Line Loan, the Swing Line Lender shall, notwithstanding the failure of any condition precedent set forth in Section 12.2, be entitled to fund that Swing Line Loan, and to have such Lender make Revolving Loans in accordance with Section 2.2.4(c) or purchase participating interests in accordance with Section 2.2.4(d). Notwithstanding any other provision of this Agreement or the other Loan Documents, each Swing Line Loan shall constitute a Base Rate Loan.

(b)           The entire unpaid balance of each Swing Line Loan and all other noncontingent Obligations shall be immediately due and payable in full in immediately available funds on the Termination Date if not sooner paid in full.

(c)           The Swing Line Lender, at any time and from time to time no less frequently than once every two weeks, shall on behalf of the Company (and the Company hereby irrevocably authorizes the Swing Line Lender to so act on its behalf) request each Lender with a Revolving Commitment (including the Swing Line Lender) to make a Revolving Loan to the Company (which shall be a Base Rate Loan) in an amount equal to that Lender’s Pro Rata Share of the principal amount of all Swing Line Loans (the “Refunded Swing Line Loan”) outstanding on the date such notice is given. Unless any of the events described in Section 13.1.4 has occurred (in which event the procedures of Section 2.2.4(d) shall apply) and regardless of whether the conditions precedent set forth in this Agreement to the making of a Revolving Loan are then satisfied, each Lender shall disburse directly to the Administrative Agent, its Pro Rata Share on behalf of the Swing Line Lender, prior to 2:00 P.M., Chicago time, in immediately available funds on the date that notice is given (provided that such notice is given by 12:00 p.m., Chicago time, on such date). The proceeds of those Revolving Loans shall be immediately paid to the Swing Line Lender and applied to repay the Refunded Swing Line Loan.

(d)           If, prior to refunding a Swing Line Loan with a Revolving Loan pursuant to Section 2.2.4(c), one of the events described in Section 13.1.4 has occurred, then, subject to the provisions of Section 2.2.4(e) below, each Lender shall, on the date such Revolving Loan was to have been made for the benefit of the Company, purchase from the Swing Line Lender an undivided participation interest in the Swing Line Loan in an amount equal to its Pro Rata Share of such Swing Line Loan. Upon request, each Lender shall promptly transfer to the Swing Line Lender, in immediately available funds, the amount of its participation interest.

28

(e)           Each Lender’s obligation to make Revolving Loans in accordance with Section 2.2.4(c) and to purchase participation interests in accordance with Section 2.2.4(d) shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right that such Lender may have against the Swing Line Lender, the Company or any other Person for any reason whatsoever; (ii) the occurrence or continuance of any Unmatured Event of Default or Event of Default; (iii) any inability of the Company to satisfy the conditions precedent to borrowing set forth in this Agreement at any time or (iv) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. If and to the extent any Lender shall not have made such amount available to the Administrative Agent or the Swing Line Lender, as applicable, by 2:00 P.M., Chicago time, the amount required pursuant to Sections 2.2.4(c) or 2.2.4(d), as the case may be, on the Business Day on which such Lender receives notice from the Administrative Agent of such payment or disbursement (it being understood that any such notice received after noon, Chicago time, on any Business Day shall be deemed to have been received on the next following Business Day), such Lender agrees to pay interest on such amount to the Administrative Agent for the Swing Line Lender’s account forthwith on demand, for each day from the date such amount was to have been delivered to the Administrative Agent to the date such amount is paid, at a rate per annum equal to (a) for the first three days after demand, the Federal Funds Rate from time to time in effect and (b) thereafter, the Base Rate from time to time in effect.

2.3           Letter of Credit Procedures.

2.3.1        L/C Applications. The Company shall execute and deliver to the Issuing Lender the Master Letter of Credit Agreement from time to time in effect. The Company shall give notice to the Administrative Agent and the Issuing Lender of the proposed issuance of each Letter of Credit on a Business Day which is at least three Business Days (or such lesser number of days as the Administrative Agent and the Issuing Lender shall agree in any particular instance in their sole discretion) prior to the proposed date of issuance of such Letter of Credit. Each such notice shall be accompanied by an L/C Application, duly executed by the Company and in all respects satisfactory to the Administrative Agent and the Issuing Lender, together with such other documentation as the Administrative Agent or the Issuing Lender may request in support thereof, it being understood that each L/C Application shall specify, among other things, the date on which the proposed Letter of Credit is to be issued, the expiration date of such Letter of Credit (which shall not be later than the scheduled Termination Date (unless such Letter of Credit is Cash Collateralized on or prior to the Termination Date and has an expiration date no later than one hundred eighty (180) days after the scheduled Termination Date)) and whether such Letter of Credit is to be transferable in whole or in part. Any Letter of Credit outstanding after the scheduled Termination Date which is Cash Collateralized for the benefit of the Issuing Lender shall be the sole responsibility of the Issuing Lender. So long as the Issuing Lender has not received written notice that the conditions precedent set forth in Section 12 with respect to the issuance of such Letter of Credit have not been satisfied, the Issuing Lender shall issue such Letter of Credit on the requested issuance date. The Issuing Lender shall promptly advise the Administrative Agent of the issuance of each Letter of Credit and of any amendment thereto, extension thereof or event or circumstance changing the amount available for drawing

29

thereunder. In the event of any inconsistency between the terms of the Master Letter of Credit Agreement, any L/C Application and the terms of this Agreement, the terms of this Agreement shall control.

2.3.2        Participations in Letters of Credit. Concurrently with the issuance of each Letter of Credit, the Issuing Lender shall be deemed to have sold and transferred to each Lender with a Revolving Loan Commitment, and each such Lender shall be deemed irrevocably and unconditionally to have purchased and received from the Issuing Lender, without recourse or warranty, an undivided interest and participation, to the extent of such Lender’s Pro Rata Share, in such Letter of Credit and the Company’s reimbursement obligations with respect thereto. If the Company does not pay any reimbursement obligation when due, the Company shall be deemed to have immediately requested that the Lenders make a Revolving Loan which is a Base Rate Loan in a principal amount equal to such reimbursement obligations. The Administrative Agent shall promptly notify such Lenders of such deemed request and, without the necessity of compliance with the requirements of Section 2.2.2, Section 12.2 or otherwise such Lender shall make available to the Administrative Agent its Pro Rata Share of such Loan. The proceeds of such Loan shall be paid over by the Administrative Agent to the Issuing Lender for the account of the Company in satisfaction of such reimbursement obligations. For the purposes of this Agreement, the unparticipated portion of each Letter of Credit shall be deemed to be the Issuing Lender’s “participation” therein. The Issuing Lender hereby agrees, upon request of the Administrative Agent or any Lender, to deliver to the Administrative Agent or such Lender a list of all outstanding Letters of Credit issued by the Issuing Lender, together with such information related thereto as the Administrative Agent or such Lender may reasonably request.

2.3.3        Reimbursement Obligations.

(a)           The Company hereby unconditionally and irrevocably agrees to reimburse the Issuing Lender for each payment or disbursement made by the Issuing Lender under any Letter of Credit honoring any demand for payment made by the beneficiary thereunder, in each case on the date that such payment or disbursement is made; provided that the Company may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.2 that such reimbursement be financed with a Revolving Loan or Swing Line Loan in an equivalent amount. Any amount not reimbursed on the date of such payment or disbursement shall bear interest from the date of such payment or disbursement to the date that the Issuing Lender is reimbursed by the Company therefor, payable on demand, at a rate per annum equal to the Base Rate from time to time in effect plus the Base Rate Margin from time to time in effect plus, beginning on the third Business Day after receipt of notice from the Issuing Lender of such payment or disbursement, 2%. The Issuing Lender shall notify the Company and the Administrative Agent whenever any demand for payment is made under any Letter of Credit by the beneficiary thereunder; provided that the failure of the Issuing Lender to so notify the Company or the Administrative Agent shall not affect the rights of the Issuing Lender or the Lenders in any manner whatsoever.

(b)           The Company’s reimbursement obligations hereunder shall be irrevocable and unconditional under all circumstances, including (a) any lack of validity or

30

enforceability of any Letter of Credit, this Agreement or any other Loan Document, (b) the existence of any claim, set-off, defense or other right which any Loan Party may have at any time against a beneficiary named in a Letter of Credit, any transferee of any Letter of Credit (or any Person for whom any such transferee may be acting), the Administrative Agent, the Issuing Lender, any Lender or any other Person, whether in connection with any Letter of Credit, this Agreement, any other Loan Document, the transactions contemplated herein or any unrelated transactions (including any underlying transaction between any Loan Party and the beneficiary named in any Letter of Credit), (c) the validity, sufficiency or genuineness of any document which the Issuing Lender has determined complies on its face with the terms of the applicable Letter of Credit, even if such document should later prove to have been forged, fraudulent, invalid or insufficient in any respect or any statement therein shall have been untrue or inaccurate in any respect, or (d) the surrender or impairment of any security for the performance or observance of any of the terms hereof. Without limiting the foregoing, no action or omission whatsoever by the Administrative Agent or any Lender (excluding any Lender in its capacity as the Issuing Lender) under or in connection with any Letter of Credit or any related matters shall result in any liability of the Administrative Agent or any Lender to the Company, or relieve the Company of any of its obligations hereunder to any such Person.

2.3.4        Funding by Lenders to Issuing Lender. If the Issuing Lender makes any payment or disbursement under any Letter of Credit and (a) the Company has not reimbursed the Issuing Lender in full for such payment or disbursement by 11:00 A.M., Chicago time, on the date of such payment or disbursement, (b) a Revolving Loan may not be made in accordance with Section 2.3.2 or (c) any reimbursement received by the Issuing Lender from the Company is or must be returned or rescinded upon or during any bankruptcy or reorganization of the Company or otherwise, each other Lender with a Revolving Loan Commitment shall be obligated to pay to the Administrative Agent for the account of the Issuing Lender, in full or partial payment of the purchase price of its participation in such Letter of Credit, its Pro Rata Share of such payment or disbursement (but no such payment shall diminish the obligations of the Company under Section 2.3.3), and, upon notice from the Issuing Lender, the Administrative Agent shall promptly notify each other Lender thereof. Each other Lender irrevocably and unconditionally agrees to so pay to the Administrative Agent in immediately available funds for the Issuing Lender’s account the amount of such other Lender’s Pro Rata Share of such payment or disbursement. If and to the extent any Lender shall not have made such amount available to the Administrative Agent by 2:00 P.M., Chicago time, on the Business Day on which such Lender receives notice from the Administrative Agent of such payment or disbursement (it being understood that any such notice received after noon, Chicago time, on any Business Day shall be deemed to have been received on the next following Business Day), such Lender agrees to pay interest on such amount to the Administrative Agent for the Issuing Lender’s account forthwith on demand, for each day from the date such amount was to have been delivered to the Administrative Agent to the date such amount is paid, at a rate per annum equal to (a) for the first three days after demand, the Federal Funds Rate from time to time in effect and (b) thereafter, the Base Rate from time to time in effect. Any Lender’s failure to make available to the Administrative Agent its Pro Rata Share of any such payment or disbursement shall not relieve any other Lender of its obligation hereunder to make available to the Administrative Agent such other Lender’s Pro Rata Share of such payment, but no Lender shall be responsible

31

for the failure of any other Lender to make available to the Administrative Agent such other Lender’s Pro Rata Share of any such payment or disbursement.

2.4           Commitments Several. The failure of any Lender to make a requested Loan on any date shall not relieve any other Lender of its obligation (if any) to make a Loan on such date, but no Lender shall be responsible for the failure of any other Lender to make any Loan to be made by such other Lender.

2.5           Certain Conditions. Except as otherwise provided in Sections 2.2.4 and 2.3.4 of this Agreement, no Lender shall have an obligation to make any Loan, or to permit the continuation of or any conversion into any LIBOR Loan, and the Issuing Lender shall not have any obligation to issue any Letter of Credit, if an Event of Default or Unmatured Event of Default exists.

SECTION 3.           EVIDENCING OF LOANS.

3.1           Notes. The Loans of each Lender shall be evidenced by a Note, with appropriate insertions, payable to the order of such Lender and each in a face principal amount equal to the sum of such Lender’s Revolving Loan Commitment or the principal amount of such Lender’s Term Loans (as applicable).

3.2           Recordkeeping. The Administrative Agent, on behalf of each Lender, shall record in its records, the date and amount of each Loan made by each Lender, each repayment or conversion thereof and, in the case of each LIBOR Loan, the dates on which each Interest Period for such Loan shall begin and end. The aggregate unpaid principal amount so recorded shall be presumptive evidence of the principal amount of the Loans owing and unpaid. The failure to so record any such amount or any error in so recording any such amount shall not, however, limit or otherwise affect the Obligations of the Company hereunder or under any Note to repay the principal amount of the Loans hereunder, together with all interest accruing thereon.

SECTION 4.           INTEREST.

4.1           Interest Rates. The Company promises to pay interest on the unpaid principal amount of each Loan for the period commencing on the date of such Loan until such Loan is paid in full as follows:

(a)           at all times while such Loan is a Base Rate Loan, at a rate per annum equal to the sum of the Base Rate from time to time in effect plus the Base Rate Margin from time to time in effect; and

(b)           at all times while such Loan is a LIBOR Loan, at a rate per annum equal to the sum of the LIBOR Rate applicable to each Interest Period for such Loan plus the LIBOR Margin from time to time in effect;

provided that at any time an Event of Default exists, unless the Required Lenders otherwise consent, the interest rate applicable to each Loan shall, at the direction of the Required Lenders

32

or at the Administrative Agent’s election, be increased by 2% (and, in the case of Obligations not bearing interest, such Obligations shall bear interest at the Base Rate applicable to Revolving Loans plus 2%), provided further that such increase may thereafter be rescinded by the Required Lenders, notwithstanding Section 15.1. Notwithstanding the foregoing, upon the occurrence of an Event of Default under Sections 13.1.1 or 13.1.4, such increase shall occur automatically.

4.2           Interest Payment Dates. Accrued interest on each Base Rate Loan shall be payable in arrears on the last day of each calendar month and at maturity. Accrued interest on each LIBOR Loan shall be payable on the last day of each Interest Period relating to such Loan (and, in the case of a LIBOR Loan with an Interest Period in excess of three months, accrued interest shall be payable on the three-month anniversary of the first day of such Interest Period and on the last day of each Interest Period), upon a prepayment of such Loan, and at maturity. After maturity, and at any time an Event of Default exists, accrued interest on all Loans shall be payable on demand.

4.3           Setting and Notice of LIBOR Rates. The applicable LIBOR Rate for each Interest Period shall be determined by the Administrative Agent, and notice thereof shall be given by the Administrative Agent promptly to the Company and each Lender. Each determination of the applicable LIBOR Rate by the Administrative Agent shall be conclusive and binding upon the parties hereto, in the absence of demonstrable error. The Administrative Agent shall, upon written request of the Company or any Lender, deliver to the Company or such Lender a statement showing the computations used by the Administrative Agent in determining any applicable LIBOR Rate hereunder.

4.4           Computation of Interest. Interest shall be computed for the actual number of days elapsed on the basis of a year of 360 days. The applicable interest rate for each Base Rate Loan shall change simultaneously with each change in the Base Rate.

SECTION 5.           FEES.

5.1           Non-Use Fee. The Company agrees to pay to the Administrative Agent for the account of each Lender a non-use fee, for the period from the Closing Date to the Termination Date, at the Non-Use Fee Rate in effect from time to time of such Lender’s Pro Rata Share (as adjusted from time to time) of the unused amount of the Revolving Commitment. For purposes of calculating usage under this Section, the Revolving Commitment shall be deemed used to the extent of the sum of Revolving Outstandings plus the aggregate principal amount of all outstanding Swing Line Loans. Such non-use fee shall be payable in arrears on the last day of each calendar month and on the Termination Date for any period then ending for which such non-use fee shall not have previously been paid. The non-use fee shall be computed for the actual number of days elapsed on the basis of a year of 360 days.

5.2           Letter of Credit Fees.

(a)           The Company agrees to pay to the Administrative Agent for the account of each Lender a letter of credit fee for each Letter of Credit equal to the L/C Fee Rate in effect from time to time of such Lender’s Pro Rata Share (as adjusted from time to time) of the

33

undrawn amount of such Letter of Credit (computed for the actual number of days elapsed on the basis of a year of 360 days); provided that, unless the Required Lenders otherwise consent, the rate applicable to each Letter of Credit shall, at the direction of the Required Lenders or at the Administrative Agent’s election, be increased by 2% at any time that an Event of Default exists. Such letter of credit fee shall be payable in arrears on the last day of each calendar month and on the Termination Date (or such later date on which such Letter of Credit expires or is terminated) for the period from the date of the issuance of each Letter of Credit (or the last day on which the letter of credit fee was paid with respect thereto) to the date such payment is due or, if earlier, the date on which such Letter of Credit expired or was terminated.

(b)           In addition, with respect to each Letter of Credit, the Company agrees to pay to the Issuing Lender, for its own account, (i) such fees and expenses as the Issuing Lender customarily requires in connection with the issuance, negotiation, processing and/or administration of letters of credit in similar situations and (ii) a letter of credit fronting fee in the amount and at the times agreed to by the Company and the Issuing Lender.

5.3           Administrative Agent’s Fees. The Company agrees to pay to the Administrative Agent such agent’s fees as are mutually agreed to from time to time by the Company and the Administrative Agent including the fees set forth in the Agent Fee Letter.

SECTION 6.           REDUCTION OR TERMINATION OF THE REVOLVING COMMITMENT; PREPAYMENTS.

6.1           Reduction or Termination of the Revolving Commitment.

6.1.1        Voluntary Reduction or Termination of the Revolving Commitment. The Company may from time to time on at least five Business Days’ prior written notice received by the Administrative Agent (which shall promptly advise each Lender thereof) permanently reduce the Revolving Commitment to an amount not less than the Revolving Outstandings plus the outstanding amount of all Swing Line Loans. Any such reduction shall be in an amount not less than $1,000,000 or a higher integral multiple of $100,000. Concurrently with any reduction of the Revolving Commitment to zero, the Company shall pay all interest on the Revolving Loans, all non-use fees and all letter of credit fees and shall Cash Collateralize in full all obligations arising with respect to the Letters of Credit.

6.1.2        [Reserved]

6.1.3        All Reductions of the Revolving Commitment. All reductions of the Revolving Commitment shall reduce the Commitments ratably among the Lenders according to their respective Pro Rata Shares.

6.2           Prepayments.

6.2.1        Voluntary Prepayments. The Company may from time to time prepay the Loans in whole or in part; provided that the Company shall give the Administrative Agent (which shall promptly advise each Lender) notice thereof not later than 11:00 A.M., Chicago

34

time, on the day of such prepayment (which shall be a Business Day), specifying the Loans to be prepaid and the date and amount of prepayment. Any such partial prepayment shall be in an amount equal to $500,000 or a higher integral multiple of $100,000.

6.2.2        Mandatory Prepayments.

(a)           The Company shall make a prepayment of the Term Loan until paid in full upon the occurrence of any of the following (each a “Mandatory Prepayment Event”) at the following times and in the following amounts (such applicable amounts being referred to as “Designated Proceeds”):

(i)            Concurrently with the receipt by any Loan Party of any Net Cash Proceeds from any Asset Disposition, in an amount equal to 100% of such Net Cash Proceeds.

(ii)           Concurrently with the receipt by any Loan Party of any Net Cash Proceeds from any issuance of Capital Securities of any Loan Party (excluding (x) any issuance of Capital Securities pursuant to any employee or director option program, benefit plan or compensation program and (y) any issuance by a Subsidiary to the Company or another Subsidiary), in an amount equal to 100% of such Net Cash Proceeds.

(iii)          Concurrently with the receipt by any Loan Party of any Net Cash Proceeds from any issuance of any Debt of any Loan Party (excluding Debt permitted by Section 11.1), in an amount equal to 100% of such Net Cash Proceeds.

(iv)          Within 100 days after the end of each of Fiscal Year 2007 and Fiscal Year 2008, in an amount equal to 50% of Excess Cash Flow for such Fiscal Year.

(b)           If on any day the Revolving Outstandings plus the outstanding amount of the Swing Line Loan exceeds the Borrowing Base, the Company shall immediately prepay Revolving Loans and/or Cash Collateralize the outstanding Letters of Credit, or do a combination of the foregoing, in an amount sufficient to eliminate such excess.

(c)           If on any day on which the Revolving Commitment is reduced pursuant to Section 6.1 the Revolving Outstandings plus the outstanding amount of the Swing Line Loan exceeds the Revolving Commitment, the Company shall immediately prepay Revolving Loans or Cash Collateralize the outstanding Letters of Credit, or do a combination of the foregoing, in an amount sufficient to eliminate such excess.

6.3           Manner of Prepayments.

6.3.1        All Prepayments. Each voluntary partial prepayment shall be in a principal amount of $500,000 or a higher integral multiple of $100,000. Any partial prepayment of a Group of LIBOR Loans shall be subject to the proviso to Section 2.2.3(a). Any prepayment of a LIBOR Loan on a day other than the last day of an Interest Period therefor shall include

35

interest on the principal amount being repaid and shall be subject to Section 8.4. All prepayments of the Term Loan shall be applied pro rata to the remaining installments thereof. Except as otherwise provided by this Agreement, all principal payments in respect of the Loans (other than the Swing Line Loans) shall be applied first, to repay outstanding Base Rate Loans and then to repay outstanding LIBOR Rate Loans in direct order of Interest Period maturities.

If the Company is required to make a mandatory prepayment of any LIBOR Rate Loans under Section 6.2.2 at a time when no Event of Default has occurred and is continuing, the Company shall have the right, in lieu of making such prepayment in full, to deposit an amount equal to such mandatory prepayment with the Administrative Agent in a cash collateral account maintained (pursuant to documentation reasonably satisfactory to the Administrative Agent) by the Company with, and under the sole dominion and control of, the Administrative Agent. Any amounts so deposited shall be held by the Administrative Agent as Collateral for such LIBOR Rate Loans and shall be applied to the prepayment of the applicable LIBOR Rate Loans at the earlier of the end of the current Interest Periods applicable thereto or, at the Administrative Agent’s election, if an Event of Default is in existence.

6.4           Repayments.

6.4.1        Revolving Loans. The Revolving Loans of each Lender shall be paid in full and the Revolving Commitment shall terminate on the Termination Date.

6.4.2        Term Loans. The Term Loan of each Lender shall be paid in installments equal to such Lender’s Pro Rata Share of the aggregate principal amount of the installments of the Term Loan as follows:

Payment Date	Amount
March 31, 2007	$	1,875,000
June 30, 2007	$	1,875,000
September 30, 2007	$	1,875,000
December 31, 2007	$	1,875,000
March 31, 2008	$	2,000,000
June 30, 2008	$	2,000,000
September 30, 2008	$	2,000,000
December 31, 2008	$	2,000,000
March 31, 2009	$	2,125,000
June 30, 2009	$	2,125,000
September 30, 2009	$	2,125,000
December 31, 2009	$	2,125,000
March 31, 2010	$	2,125,000
June 30, 2010	$	2,125,000
September 30, 2010	$	2,125,000
December 31, 2010	$	2,125,000
March 31, 2011	$	2,250,000
June 30, 2011	$	2,250,000
September 30, 2011	$	2,250,000
December 31, 2011	$	20,750,000

36

Unless sooner paid in full, the outstanding principal balance of the Term Loan shall be paid in full on the Term Loan Maturity Date.

SECTION 7.           MAKING AND PRORATION OF PAYMENTS; SETOFF; TAXES.

7.1           Making of Payments. All payments of principal or interest on the Notes, and of all fees, shall be made by the Company to the Administrative Agent in immediately available funds at the office specified by the Administrative Agent not later than 1:00 p.m., Chicago time, on the date due, and shall be applied by the Administrative Agent to the Obligations on the date received if received prior to that hour; and funds received after that hour shall be deemed to have been received by the Administrative Agent (and applied to the Obligations) on the following Business Day. The Administrative Agent shall promptly remit to each Lender its share of all such payments received in collected funds by the Administrative Agent for the account of such Lender. All payments under Section 8.1 shall be made by the Company directly to the Lender entitled thereto without setoff, counterclaim or other defense.

7.2           Application of Certain Payments. So long as no Unmatured Event of Default or Event of Default has occurred and is continuing, (a) payments matching specific scheduled payments then due shall be applied to those scheduled payments and (b) voluntary and mandatory prepayments shall be applied as set forth in Sections 6.2 and 6.3. After the occurrence and during the continuance of an Unmatured Event of Default or Event of Default, all amounts collected or received by the Administrative Agent or any Lender as proceeds from the sale of, or other realization upon, all or any part of the Collateral shall be applied as the Administrative Agent shall determine in its discretion or, in the absence of a specific determination by the Administrative Agent, as set forth in the Guaranty and Collateral Agreement. Concurrently with each remittance to any Lender of its share of any such payment, the Administrative Agent shall advise such Lender as to the application of such payment.

7.3           Due Date Extension. If any payment of principal or interest with respect to any of the Loans, or of any fees, falls due on a day which is not a Business Day, then such due date shall be extended to the immediately following Business Day (unless, in the case of a LIBOR Loan, such immediately following Business Day is the first Business Day of a calendar month, in which case such due date shall be the immediately preceding Business Day) and, in the case of principal, additional interest shall accrue and be payable for the period of any such extension.

7.4           Setoff. The Company, for itself and each other Loan Party, agrees that the Administrative Agent and, with the Administrative Agent’s written consent, each Lender have all rights of set-off and bankers’ lien provided by applicable law, and in addition thereto, the Company, for itself and each other Loan Party, agrees that at any time any Event of Default exists, the Administrative Agent and, with the Administrative Agent’s written consent, each Lender may apply to the payment of any Obligations of the Company and each other Loan Party

37

hereunder, whether or not then due, any and all balances, credits, deposits, accounts or moneys of the Company and each other Loan Party then or thereafter with the Administrative Agent or such Lender.

7.5           Proration of Payments. If any Lender shall obtain any payment or other recovery (whether voluntary, involuntary, by application of offset or otherwise, on account of (a) principal of or interest on any Loan, but excluding (i) any payment pursuant to Section 8.7 or 15.6 and (ii) payments of interest on any Affected Loan) or (b) its participation in any Letter of Credit) in excess of its applicable Pro Rata Share of payments and other recoveries obtained by all Lenders on account of principal of and interest on the Loans (or such participation) then held by them, then such Lender shall purchase from the other Lenders such participations in the Loans (or sub-participations in Letters of Credit) held by them as shall be necessary to cause such purchasing Lender to share the excess payment or other recovery ratably with each of them; provided that if all or any portion of the excess payment or other recovery is thereafter recovered from such purchasing Lender, the purchase shall be rescinded and the purchase price restored to the extent of such recovery.

7.6           Taxes.

(a)           All payments made by the Company hereunder or under any Loan Documents shall be made without setoff, counterclaim, or other defense. To the extent permitted by applicable law, all payments hereunder or under the Loan Documents (including any payment of principal, interest, or fees) to, or for the benefit, of any person shall be made by the Company free and clear of and without deduction or withholding for, or account of, any Taxes now or hereinafter imposed by any taxing authority.

(b)           If the Company makes any payment hereunder or under any Loan Document in respect of which it is required by applicable law to deduct or withhold any Taxes, the Company shall increase the payment hereunder or under any such Loan Document such that after the reduction for the amount of Taxes withheld (and any taxes withheld or imposed with respect to the additional payments required under this Section 7.6(b)), the amount paid to the Lenders or the Administrative Agent equals the amount that was payable hereunder or under any such Loan Document without regard to this Section 7.6(b). To the extent the Company withholds any Taxes on payments hereunder or under any Loan Document, the Company shall pay the full amount deducted to the relevant taxing authority within the time allowed for payment under applicable law and shall deliver to the Administrative Agent within 30 days after it has made payment to such authority a receipt issued by such authority (or other evidence satisfactory to the Administrative Agent) evidencing the payment of all amounts so required to be deducted or withheld from such payment.

(c)           If any Lender or the Administrative Agent is required by law to make any payments of any Taxes on or in relation to any amounts received or receivable hereunder or under any other Loan Document, or any Tax is assessed against a Lender or the Administrative Agent with respect to amounts received or receivable hereunder or under any other Loan Document, the Company will indemnify such person against (i) such Tax (and any

38

reasonable counsel fees and expenses associated with such Tax) and (ii) any taxes imposed as a result of the receipt of the payment under this Section 7.6(c). A certificate prepared in good faith as to the amount of such payment by such Lender or the Administrative Agent shall, absent manifest error, be final, conclusive, and binding on all parties.

(d)           (i) To the extent permitted by applicable law, each Lender that is not a United States person within the meaning of Code Section 7701(a)(30) (a “Non-U.S. Participant”) shall deliver to the Company and the Administrative Agent on or prior to the Closing Date (or in the case of a Lender that is an Assignee, on the date of such assignment to such Lender) two accurate and complete original signed copies of IRS Form W-8BEN, W-8ECI, or W-8IMY (or any successor or other applicable form prescribed by the IRS) certifying to such Lender’s entitlement to a complete exemption from, or a reduced rate in, United States withholding tax on interest payments to be made hereunder or any Loan. If a Lender that is a Non-U.S. Participant is claiming a complete exemption from withholding on interest pursuant to Code Sections 871(h) or 881(c), the Lender shall deliver (along with two accurate and complete original signed copies of IRS Form W-8BEN) a certificate in form and substance reasonably acceptable to Administrative Agent (any such certificate, a “Withholding Certificate”). In addition, each Lender that is a Non-U.S. Participant agrees that from time to time after the Closing Date, (or in the case of a Lender that is an Assignee, after the date of the assignment to such Lender), when a lapse in time (or change in circumstances occurs) renders the prior certificates hereunder obsolete or inaccurate in any material respect, such Lender shall, to the extent permitted under applicable law, deliver to the Company and the Administrative Agent two new and accurate and complete original signed copies of an IRS Form W-8BEN, W-8ECI, or W-8IMY (or any successor or other applicable forms prescribed by the IRS), and if applicable, a new Withholding Certificate, to confirm or establish the entitlement of such Lender or the Administrative Agent to an exemption from, or reduction in, United States withholding tax on interest payments to be made hereunder or any Loan.

(ii)           Each Lender that is not a Non-U.S. Participant (other than any such Lender which is taxed as a corporation for U.S. federal income tax purposes) shall provide two properly completed and duly executed copies of IRS Form W-9 (or any successor or other applicable form) to the Company and the Administrative Agent certifying that such Lender is exempt from United States backup withholding tax. To the extent that a form provided pursuant to this Section 7.6(d)(ii) is rendered obsolete or inaccurate in any material respects as result of change in circumstances with respect to the status of a Lender, such Lender shall, to the extent permitted by applicable law, deliver to the Company and the Administrative Agent revised forms necessary to confirm or establish the entitlement to such Lender’s or Agent’s exemption from United States backup withholding tax.

(iii)          The Company shall not be required to pay additional amounts to a Lender, or indemnify any Lender, under this Section 7.6 to the extent that such obligations would not have arisen but for the failure of such Lender to comply with Section 7.6(d).

39

(iv)          Each Lender agrees to indemnify the Administrative Agent and hold the Administrative Agent harmless for the full amount of any and all present or future Taxes and related liabilities (including penalties, interest, additions to tax and expenses, and any Taxes imposed by any jurisdiction on amounts payable to the Administrative Agent under this Section 7.6) which are imposed on or with respect to principal, interest or fees payable to such Lender hereunder and which are not paid by the Company pursuant to this Section 7.6, whether or not such Taxes or related liabilities were correctly or legally asserted. This indemnification shall be made within 30 days from the date the Administrative Agent makes written demand therefor.

SECTION 8.           INCREASED COSTS; SPECIAL PROVISIONS FOR LIBOR LOANS.

8.1           Increased Costs.

(a)           If, after the date hereof, the adoption of, or any change in, any applicable law, rule or regulation, or any change in the interpretation or administration of any applicable law, rule or regulation by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency: (i) shall impose, modify or deem applicable any reserve (including any reserve imposed by the FRB, but excluding any reserve included in the determination of the LIBOR Rate pursuant to Section 4), special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by any Lender; or (ii) shall impose on any Lender any other condition affecting its LIBOR Loans, its Note or its obligation to make LIBOR Loans; and the result of anything described in clauses (i) and (ii) above is to increase the cost to (or to impose a cost on) such Lender (or any LIBOR Office of such Lender) of making or maintaining any LIBOR Loan, or to reduce the amount of any sum received or receivable by such Lender (or its LIBOR Office) under this Agreement or under its Note with respect thereto, then upon demand by such Lender (which demand shall be accompanied by a statement setting forth the basis for such demand and a calculation of the amount thereof in reasonable detail, a copy of which shall be furnished to the Administrative Agent), the Company shall pay directly to such Lender such additional amount as will compensate such Lender for such increased cost or such reduction, so long as such amounts have accrued on or after the day which is 180 days prior to the date on which such Lender first made demand therefor.

(b)           If any Lender shall reasonably determine that any change in, or the adoption or phase-in of, any applicable law, rule or regulation regarding capital adequacy, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or the compliance by any Lender or any Person controlling such Lender with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Lender’s or such controlling Person’s capital as a consequence of such Lender’s obligations hereunder or under any Letter of Credit to a level below that which such Lender or such

40

controlling Person could have achieved but for such change, adoption, phase-in or compliance (taking into consideration such Lender’s or such controlling Person’s policies with respect to capital adequacy) by an amount deemed by such Lender or such controlling Person to be material, then from time to time, upon demand by such Lender (which demand shall be accompanied by a statement setting forth the basis for such demand and a calculation of the amount thereof in reasonable detail, a copy of which shall be furnished to the Administrative Agent), the Company shall pay to such Lender such additional amount as will compensate such Lender or such controlling Person for such reduction so long as such amounts have accrued on or after the day which is 180 days prior to the date on which such Lender first made demand therefor.

8.2           Basis for Determining Interest Rate Inadequate or Unfair. If:

(a)           the Administrative Agent reasonably determines (which determination shall be binding and conclusive on the Company) that by reason of circumstances affecting the interbank LIBOR market adequate and reasonable means do not exist for ascertaining the applicable LIBOR Rate; or

(b)           the Required Lenders advise the Administrative Agent that the LIBOR Rate as determined by the Administrative Agent will not adequately and fairly reflect the cost to such Lenders of maintaining or funding LIBOR Loans for such Interest Period (taking into account any amount to which such Lenders may be entitled under Section 8.1) or that the making or funding of LIBOR Loans has become impracticable as a result of an event occurring after the date of this Agreement which in the opinion of such Lenders materially affects such Loans;

then the Administrative Agent shall promptly notify the other parties thereof and, so long as such circumstances shall continue, (i) no Lender shall be under any obligation to make or convert any Base Rate Loans into LIBOR Loans and (ii) on the last day of the current Interest Period for each LIBOR Loan, such Loan shall, unless then repaid in full, automatically convert to a Base Rate Loan.

8.3           Changes in Law Rendering LIBOR Loans Unlawful. If any change in, or the adoption of any new, law or regulation, or any change in the interpretation of any applicable law or regulation by any governmental or other regulatory body charged with the administration thereof, should make it (or in the good faith judgment of any Lender cause a substantial question as to whether it is) unlawful for any Lender to make, maintain or fund LIBOR Loans, then such Lender shall promptly notify each of the other parties hereto and, so long as such circumstances shall continue, (a) such Lender shall have no obligation to make or convert any Base Rate Loan into a LIBOR Loan (but shall make Base Rate Loans concurrently with the making of or conversion of Base Rate Loans into LIBOR Loans by the Lenders which are not so affected, in each case in an amount equal to the amount of LIBOR Loans which would be made or converted into by such Lender at such time in the absence of such circumstances) and (b) on the last day of the current Interest Period for each LIBOR Loan of such Lender (or, in any event, on such earlier date as may be required by the relevant law, regulation or interpretation), such LIBOR

41

Loan shall, unless then repaid in full, automatically convert to a Base Rate Loan. Each Base Rate Loan made by a Lender which, but for the circumstances described in the foregoing sentence, would be a LIBOR Loan (an “Affected Loan”) shall remain outstanding for the period corresponding to the Group of LIBOR Loans of which such Affected Loan would be a part absent such circumstances.

8.4           Funding Losses. The Company hereby agrees that upon demand by any Lender (which demand shall be accompanied by a statement setting forth the basis for the amount being claimed, a copy of which shall be furnished to the Administrative Agent), the Company will indemnify such Lender against any net loss or expense which such Lender may sustain or incur (including any net loss or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund or maintain any LIBOR Loan), as reasonably determined by such Lender, as a result of (a) any payment, prepayment or conversion of any LIBOR Loan of such Lender on a date other than the last day of an Interest Period for such Loan (including any conversion pursuant to Section 8.3) or (b) any failure of the Company to borrow, convert or continue any Loan on a date specified therefor in a notice of borrowing, conversion or continuation pursuant to this Agreement. For this purpose, all notices to the Administrative Agent pursuant to this Agreement shall be deemed to be irrevocable.

8.5           Right of Lenders to Fund through Other Offices. Each Lender may, if it so elects, fulfill its commitment as to any LIBOR Loan by causing a foreign branch or Affiliate of such Lender to make such Loan; provided that in such event for the purposes of this Agreement such Loan shall be deemed to have been made by such Lender and the obligation of the Company to repay such Loan shall nevertheless be to such Lender and shall be deemed held by it, to the extent of such Loan, for the account of such branch or Affiliate.

8.6           Discretion of Lenders as to Manner of Funding. Notwithstanding any provision of this Agreement to the contrary, each Lender shall be entitled to fund and maintain its funding of all or any part of its Loans in any manner it sees fit, it being understood, however, that for the purposes of this Agreement all determinations hereunder shall be made as if such Lender had actually funded and maintained each LIBOR Loan during each Interest Period for such Loan through the purchase of deposits having a maturity corresponding to such Interest Period and bearing an interest rate equal to the LIBOR Rate for such Interest Period.

8.7           Mitigation of Circumstances; Replacement of Lenders.

(a)           Each Lender shall promptly notify the Company and the Administrative Agent of any event of which it has knowledge which will result in, and will use reasonable commercial efforts available to it (and not, in such Lender’s sole judgment, otherwise disadvantageous to such Lender) to mitigate or avoid, (i) any obligation by the Company to pay any amount pursuant to Sections 7.6 or 8.1 or (ii) the occurrence of any circumstances described in Sections 8.2 or 8.3 (and, if any Lender has given notice of any such event described in clause (i) or (ii) above and thereafter such event ceases to exist, such Lender shall promptly so notify the Company and the Administrative Agent). Without limiting the foregoing, each Lender will designate a different funding office if such designation will avoid (or reduce the cost to the

42

Company of) any event described in clause (i) or (ii) above and such designation will not, in such Lender’s sole judgment, be otherwise disadvantageous to such Lender.

(b)           If the Company becomes obligated to pay additional amounts to any Lender pursuant to Sections 7.6 or 8.1, or any Lender gives notice of the occurrence of any circumstances described in Sections 8.2 or 8.3, the Company may designate another bank which is acceptable to the Administrative Agent and the Issuing Lender in their reasonable discretion (such other bank being called a “Replacement Lender”) to purchase the Loans of such Lender and such Lender’s rights hereunder, without recourse to or warranty by, or expense to, such Lender, for a purchase price equal to the outstanding principal amount of the Loans payable to such Lender plus any accrued but unpaid interest on such Loans and all accrued but unpaid fees owed to such Lender and any other amounts payable to such Lender under this Agreement, and to assume all the obligations of such Lender hereunder, and, upon such purchase and assumption (pursuant to an Assignment Agreement), such Lender shall no longer be a party hereto or have any rights hereunder (other than rights with respect to indemnities and similar rights applicable to such Lender prior to the date of such purchase and assumption) and shall be relieved from all obligations to the Company hereunder, and the Replacement Lender shall succeed to the rights and obligations of such Lender hereunder.

8.8           Conclusiveness of Statements; Survival of Provisions. Determinations and statements of any Lender pursuant to Sections 8.1, 8.2, 8.3 or 8.4 shall be conclusive absent demonstrable error. Lenders may use reasonable averaging and attribution methods in determining compensation under Sections 8.1 and 8.4, and the provisions of such Sections shall survive repayment of the Obligations, cancellation of any Notes, expiration or termination of the Letters of Credit and termination of this Agreement.

SECTION 9.           REPRESENTATIONS AND WARRANTIES.

To induce the Administrative Agent and the Lenders to enter into this Agreement and to induce the Lenders to make Loans and issue and participate in Letters of Credit hereunder, the Company represents and warrants to the Administrative Agent and the Lenders that, both before and after giving effect to the Related Transactions:

9.1           Organization. Each Loan Party is validly existing and in good standing under the laws of its jurisdiction of organization; and each Loan Party is duly qualified to do business in each jurisdiction where, because of the nature of its activities or properties, such qualification is required, except for such jurisdictions where the failure to so qualify would not have a Material Adverse Effect.

9.2           Authorization; No Conflict. Each Loan Party is duly authorized to execute and deliver each Loan Document to which it is a party, the Company is duly authorized to borrow monies hereunder and each Loan Party is duly authorized to perform its Obligations under each Loan Document to which it is a party. The execution, delivery and performance by each Loan Party of each Loan Document to which it is a party, and the borrowings by the Company hereunder, do not and will not (a) 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

43

effect), (b) conflict with (i) any provision of law, (ii) the charter, by-laws or other organizational documents of any Loan Party or (iii) any agreement, indenture, instrument or other document, or any judgment, order or decree, which is binding upon any Loan Party or any of their respective properties or (c) require, or result in, the creation or imposition of any Lien on any asset of any Loan Party (other than Liens in favor of the Administrative Agent created pursuant to the Collateral Documents).

9.3           Validity and Binding Nature. Each of this Agreement and each other Loan Document to which any Loan Party is a party is the legal, valid and binding obligation of such Person, enforceable against such Person in accordance with its terms, subject to bankruptcy, insolvency and similar laws affecting the enforceability of creditors’ rights generally and to general principles of equity.

9.4           Financial Condition. The audited consolidated financial statements of the Business as at December 31, 2003, December 31, 2004 and December 31, 2005, respectively, and the unaudited consolidated financial statements of the Business as at March 31, 2006, copies of each of which have been delivered to each Lender, were prepared in accordance with GAAP (subject, in the case of such unaudited statements, to the absence of footnotes and to normal year-end adjustments) and present fairly the consolidated financial condition of the Business as at such dates and the results of its operations for the periods then ended.

9.5           No Material Adverse Change. Since December 31, 2005, there has been no material adverse change in the Business or, after giving effect to the Related Transactions, in the financial condition, operations, assets, business, properties or prospects of the Loan Parties taken as a whole.

9.6           Litigation and Contingent Liabilities. No litigation (including derivative actions), arbitration proceeding or governmental investigation or proceeding is pending or, to the Company’s knowledge, threatened against any Loan Party which, if adversely determined, might reasonably be expected to have a Material Adverse Effect, except as set forth in Schedule 9.6. Other than any liability incident to such litigation or proceedings, no Loan Party has any material contingent liabilities not listed on Schedule 9.6 or permitted by Section 11.1.

9.7           Ownership of Properties; Liens. Each Loan Party owns good and, in the case of real property, marketable title to all of its properties and assets, real and personal, tangible and intangible, of any nature whatsoever (including patents, trademarks, trade names, service marks and copyrights), free and clear of all Liens, charges and claims (including infringement claims with respect to patents, trademarks, service marks, copyrights and the like) except as permitted by Section 11.2.

9.8           Equity Ownership; Subsidiaries. All issued and outstanding Capital Securities of each Loan Party are duly authorized and validly issued, fully paid, non-assessable, and free and clear of all Liens other than those in favor of the Administrative Agent, and such securities were issued in compliance with all applicable state and federal laws concerning the issuance of securities, except where the failure to so comply would not have a Material Adverse Effect. Schedule 9.8 sets forth the authorized Capital Securities of each Loan Party as of the Closing

44

Date. All of the issued and outstanding Capital Securities of the Company are owned by Parent, and all of the issued and outstanding Capital Securities of each Wholly-Owned Subsidiary is, directly or indirectly, owned by the Company. There are no pre-emptive or other outstanding rights, options, warrants, conversion rights or other similar agreements or understandings for the purchase or acquisition of any Capital Securities of any Loan Party.

9.9           Pension Plans.

(a)           The Unfunded Liability of all Pension Plans does not in the aggregate exceed the greater of (i) twenty percent of the Total Plan Liability for all such Pension Plans and (ii) $5,000,000. Each Pension Plan complies in all material respects with all applicable requirements of law and regulations. No contribution failure under Section 412 of the Code, Section 302 of ERISA or the terms of any Pension Plan has occurred with respect to any Pension Plan, sufficient to give rise to a Lien under Section 302(f) of ERISA, or otherwise to have a Material Adverse Effect. There are no pending or, to the knowledge of Company, threatened, claims, actions, investigations or lawsuits against any Pension Plan, any fiduciary of any Pension Plan, or Company or other any member of the Controlled Group with respect to a Pension Plan or a Multiemployer Pension Plan which could reasonably be expected to have a Material Adverse Effect. Neither the Company nor any other member of the Controlled Group has engaged in any prohibited transaction (as defined in Section 4975 of the Code or Section 406 of ERISA) in connection with any Pension Plan or Multiemployer Pension Plan which could reasonably be expected to have a Material Adverse Effect. Within the past five years, neither the Company nor any other member of the Controlled Group has engaged in a transaction which resulted in a Pension Plan with an Unfunded Liability being transferred out of the Controlled Group, which could reasonably be expected to have a Material Adverse Effect. No Termination Event has occurred or is reasonably expected to occur with respect to any Pension Plan, which could reasonably be expected to have a Material Adverse Effect.

(b)           All contributions (if any) have been made to any Multiemployer Pension Plan that are required to be made by the Company or any other member of the Controlled Group under the terms of the plan or of any collective bargaining agreement or by applicable law; neither the Company nor any other member of the Controlled Group has withdrawn or partially withdrawn from any Multiemployer Pension Plan, incurred any withdrawal liability with respect to any such plan or received notice of any claim or demand for withdrawal liability or partial withdrawal liability from any such plan, and no condition has occurred which, if continued, could result in a withdrawal or partial withdrawal from any such plan; and neither the Company nor any other member of the Controlled Group has received any notice that any Multiemployer Pension Plan is in reorganization, that increased contributions may be required to avoid a reduction in plan benefits or the imposition of any excise tax, that any such plan is or has been funded at a rate less than that required under Section 412 of the Code, that any such plan is or may be terminated, or that any such plan is or may become insolvent.

9.10         Investment Company Act. No Loan Party is an “investment company” or a company “controlled” by an “investment company” or a “subsidiary” of an “investment company,” within the meaning of the Investment Company Act of 1940.

45

9.11         Public Utility Holding Company Act. No Loan Party is a “holding company”, or a “subsidiary company” of a “holding company,” or an “affiliate” of a “holding company” or of a “subsidiary company” of a “holding company,” within the meaning of the Public Utility Holding Company Act of 1935.

9.12         Regulation U. The Company is not engaged principally, or as one of its important activities, in the business of extending credit for the purpose of purchasing or carrying Margin Stock.

9.13         Taxes. Each Loan Party has timely filed all tax returns and reports required by law to have been filed by it and has paid all taxes and governmental charges due and payable with respect to such return, except any such taxes or charges which are being diligently contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP shall have been set aside on its books. The Loan Parties have made adequate reserves on their books and records in accordance with GAAP for all taxes that have accrued but which are not yet due and payable. No Loan Party has participated in any transaction that relates to a year of the taxpayer (which is still open under the applicable statute of limitations) which is a “reportable transaction” within the meaning of Treasury Regulation Section 1.6011-4(b)(2) (irrespective of the date when the transaction was entered into).

9.14         Solvency, etc. On the Closing Date, and immediately prior to and after giving effect to the issuance of each Letter of Credit and each borrowing hereunder and the use of the proceeds thereof, with respect to each Loan Party, individually, (a) the fair value of its assets is greater than the amount of its liabilities (including disputed, contingent and unliquidated liabilities) as such value is established and liabilities evaluated in accordance with GAAP, (b) the present fair saleable value of its assets is not less than the amount that will be required to pay the probable liability on its debts as they become absolute and matured, (c) it is able to pay its debts and other liabilities (including disputed, contingent and unliquidated liabilities) as they mature in the normal course of business, (d) it does not intend to, and does not believe that it will, incur debts or liabilities beyond its ability to pay as such debts and liabilities mature and (e) it is not engaged in business or a transaction, and is not about to engage in business or a transaction, for which its property would constitute unreasonably small capital.

9.15         Environmental Matters. The on-going operations of each Loan Party comply in all respects with all Environmental Laws, except such non-compliance which could not (if enforced in accordance with applicable law) reasonably be expected to result, either individually or in the aggregate, in a Material Adverse Effect. Each Loan Party has obtained, and maintained in good standing, all licenses, permits, authorizations, registrations and other approvals required under any Environmental Law and required for their respective ordinary course operations, and for their reasonably anticipated future operations, and each Loan Party is in compliance with all terms and conditions thereof, except where the failure to do so could not reasonably be expected to result in material liability to any Loan Party and could not reasonably be expected to result, either individually or in the aggregate, in a Material Adverse Effect. No Loan Party or any of its properties or operations is subject to, or reasonably anticipates the issuance of, any written order from or agreement with any Federal, state or local governmental authority, nor subject to any

46

judicial or docketed administrative or other proceeding, respecting any Environmental Law, Environmental Claim or Hazardous Substance. There are no Hazardous Substances or other conditions or circumstances existing with respect to any property, arising from operations prior to the Closing Date, or relating to any waste disposal, of any Loan Party that would reasonably be expected to result, either individually or in the aggregate, in a Material Adverse Effect. No Loan Party has any underground storage tanks that are not properly registered or permitted under applicable Environmental Laws or that at any time have released, leaked, disposed of or otherwise discharged Hazardous Substances.

9.16         Insurance. Set forth on Schedule 9.16 is a complete and accurate summary of the property and casualty insurance program of the Loan Parties as of the Closing Date (including the names of all insurers, policy numbers, expiration dates, amounts and types of coverage, annual premiums, exclusions, deductibles, self-insured retention, and a description in reasonable detail of any self-insurance program, retrospective rating plan, fronting arrangement or other risk assumption arrangement involving any Loan Party). Each Loan Party and its properties are, to such Loan Party’s knowledge, insured with financially sound and reputable insurance companies which are not Affiliates of the Loan Parties, in such amounts, with such deductibles and covering such risks as are customarily carried by companies engaged in similar businesses and owning similar properties in localities where such Loan Parties operate.

9.17         Real Property. Set forth on Schedule 9.17 is a complete and accurate list, as of the Closing Date, of the address of all real property owned or leased by any Loan Party, together with, in the case of leased property, the name and mailing address of the lessor of such property.

9.18         Information. All written information heretofore or contemporaneously herewith furnished by any Loan Party to the Administrative Agent or any Lender for purposes of or in connection with this Agreement and the transactions contemplated hereby is, and all written information hereafter furnished by or on behalf of any Loan Party to the Administrative Agent or any Lender pursuant hereto or in connection herewith will be, true and accurate in every material respect on the date as of which such information is dated or certified, and none of such information is or will be incomplete by omitting to state any material fact necessary to make such information not misleading in light of the circumstances under which made (it being recognized by the Administrative Agent and the Lenders that any projections and forecasts provided by the Company are based on good faith estimates and assumptions believed by the Company to be reasonable as of the date of the applicable projections or assumptions and that actual results during the period or periods covered by any such projections and forecasts may materially differ from projected or forecasted results).

9.19         Intellectual Property. Each Loan Party owns and possesses or has a license or other right to use all patents, patent rights, trademarks, trademark rights, trade names, trade name rights, service marks, service mark rights and copyrights as are necessary for the conduct of the businesses of the Loan Parties, without any infringement upon rights of others which could reasonably be expected to have a Material Adverse Effect.

47

9.20         Burdensome Obligations. No Loan Party is a party to any agreement or contract or subject to any restriction contained in its organizational documents which could reasonably be expected to have a Material Adverse Effect.

9.21         Labor Matters. Except as set forth on Schedule 9.21, no Loan Party is subject to any labor or collective bargaining agreement. There are no existing or threatened strikes, lockouts or other labor disputes involving any Loan Party that singly or in the aggregate could reasonably be expected to have a Material Adverse Effect. Hours worked by and payment made to employees of the Loan Parties are not in violation of the Fair Labor Standards Act or any other applicable law, rule or regulation dealing with such matters.

9.22         No Default. No Event of Default or Unmatured Event of Default exists or would result from the incurrence by any Loan Party of any Debt hereunder or under any other Loan Document.

9.23         Related Agreements, etc.

(a)           The Company has heretofore furnished the Administrative Agent a true and correct copy of the Related Agreements.

(b)           Each Loan Party and, to the Company’s knowledge, each other party to the Related Agreements, has duly taken all necessary corporate, partnership or other organizational action to authorize the execution, delivery and performance of the Related Agreements and the consummation of transactions contemplated thereby.

(c)           The Related Transactions will comply with all applicable legal requirements, and all necessary governmental, regulatory, creditor, shareholder, partner and other material consents, approvals and exemptions required to be obtained by the Loan Parties and, to the Company’s knowledge, each other party to the Related Agreements in connection with the Related Transactions will be, prior to consummation of the Related Transactions, duly obtained and will be in full force and effect. As of the date of the Related Agreements, all applicable waiting periods with respect to the Related Transactions will have expired without any action being taken by any competent governmental authority which restrains, prevents or imposes material adverse conditions upon the consummation of the Related Transactions.

(d)           The execution and delivery of the Related Agreements did not, and the consummation of the Related Transactions will not, violate any statute or regulation of the United States (including any securities law) or of any state or other applicable jurisdiction, or any order, judgment or decree of any court or governmental body binding on any Loan Party or, to the Company’s knowledge, any other party to the Related Agreements, or result in a breach of, or constitute a default under, any material agreement, indenture, instrument or other document, or any judgment, order or decree, to which any Loan Party is a party or by which any Loan Party is bound or, to the Company’s knowledge, to which any other party to the Related Agreements is a party or by which any such party is bound.

48

(e)           No statement or representation made in the Related Agreements by any Loan Party or, to the Company’s knowledge, any other Person, contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they are made, not misleading.

SECTION 10.         AFFIRMATIVE COVENANTS.

Until the expiration or termination of the Commitments and thereafter until all Obligations hereunder and under the other Loan Documents are paid in full and all Letters of Credit have been terminated or Cash Collateralized, the Company agrees that, unless at any time the Required Lenders shall otherwise expressly consent in writing, it will:

10.1         Reports, Certificates and Other Information. Furnish to the Administrative Agent and each Lender:

10.1.1      Annual Report. Promptly when available and in any event within 90 days after the close of each Fiscal Year: (a) a copy of the annual audit report of the Company and its Subsidiaries for such Fiscal Year, including therein consolidated balance sheets and statements of earnings and cash flows of the Company and its Subsidiaries as at the end of such Fiscal Year, certified without adverse reference to going concern value and without qualification by independent auditors of recognized standing selected by the Company and reasonably acceptable to the Administrative Agent, together with a comparison with the budget for such Fiscal Year and a comparison with the previous Fiscal Year; and (b) a consolidating balance sheet of the Company and its Subsidiaries as of the end of such Fiscal Year and consolidating statement of earnings and cash flows for the Company and its Subsidiaries for such Fiscal Year, certified as true and correct in all material respects in accordance with GAAP by a Senior Officer of the Company. Any comparisons delivered in accordance with this Section 10.1.1 with respect to any period preceding the Closing Date shall be made with respect to the Business for such period.

10.1.2      Interim Reports. (a) Promptly when available and in any event within 45 days after the end of each Fiscal Quarter, consolidated and consolidating balance sheets of the Company and its Subsidiaries as of the end of such Fiscal Quarter, together with consolidated and consolidating statements of earnings and cash flows for such Fiscal Quarter and for the period beginning with the first day of such Fiscal Year and ending on the last day of such Fiscal Quarter, together with a comparison with the corresponding period of the previous Fiscal Year and a comparison with the budget for such period of the current Fiscal Year, certified as true and correct in all material respects in accordance with GAAP by a Senior Officer of the Company; and (b) promptly when available and in any event within 30 days after the end of each month, consolidated and consolidating balance sheets of the Company and its Subsidiaries as of the end of such month, together with consolidated and consolidating statements of earnings and a consolidated statement of cash flows for such month and for the period beginning with the first day of such Fiscal Year and ending on the last day of such month, together with a comparison with the corresponding period of the previous Fiscal Year and a comparison with the budget for such period of the current Fiscal Year. Any comparisons delivered in accordance with this

49

Section 10.1.2 with respect to any period preceding the Closing Date shall be made with respect to the Business for such period.

10.1.3      Compliance Certificates. Contemporaneously with the furnishing of a copy of each annual audit report pursuant to Section 10.1.1 and each set of quarterly statements pursuant to Section 10.1.2, a duly completed compliance certificate in the form of Exhibit B, with appropriate insertions, dated the date of such annual report or such quarterly statements and signed by a Senior Officer of the Company, containing (i) a computation of each of the financial ratios and restrictions set forth in Section 11.14 and to the effect that such officer has not become aware of any Event of Default or Unmatured Event of Default that has occurred and is continuing or, if there is any such event, describing it and the steps, if any, being taken to cure it and (ii) a written statement of the Company’s management setting forth a discussion of the Company’s financial condition, changes in financial condition and results of operations.

10.1.4      Reports to the SEC and to Shareholders. Promptly upon the filing or sending thereof, copies of all regular, periodic or special reports of any Loan Party filed with the SEC; copies of all registration statements of any Loan Party filed with the SEC (other than on Form S-8); and copies of all proxy statements or other communications made to security holders generally.

10.1.5      Notice of Default, Litigation and ERISA Matters. Promptly upon becoming aware of any of the following, written notice describing the same and the steps being taken by the Company or the Subsidiary affected thereby with respect thereto:

(a)           the occurrence of an Event of Default or an Unmatured Event of Default;

(b)           any litigation, arbitration or governmental investigation or proceeding not previously disclosed by the Company to the Administrative Agent which has been instituted or, to the knowledge of the Company, is threatened against any Loan Party or to which any of the properties of any thereof is subject which might reasonably be expected to have a Material Adverse Effect;

(c)           the institution of any steps by any member of the Controlled Group or any other Person to terminate any Pension Plan, or the failure of any member of the Controlled Group to make a required contribution to any Pension Plan (if such failure is sufficient to give rise to a Lien under Section 302(f) of ERISA) or to any Multiemployer Pension Plan, or the taking of any action with respect to a Pension Plan which could result in the requirement that the Company furnish a bond or other security to the PBGC or such Pension Plan, or the occurrence of any event with respect to any Pension Plan or Multiemployer Pension Plan which could result in the incurrence by any member of the Controlled Group of any material liability, fine or penalty (including any claim or demand for withdrawal liability or partial withdrawal from any Multiemployer Pension Plan), or any material increase in the contingent liability of the Company with respect to any post-retirement welfare benefit plan or other employee benefit plan of the Company or another member of the Controlled Group, or any notice that any Multiemployer Pension Plan is in reorganization, that increased contributions

50

may be required to avoid a reduction in plan benefits or the imposition of an excise tax, that any such plan is or has been funded at a rate less than that required under Section 412 of the Code, that any such plan is or may be terminated, or that any such plan is or may become insolvent but only to the extent that the event(s) described in this subsection individually or in the aggregate might reasonably be expected to have a Material Adverse Effect;

(d)           any cancellation or material change in any insurance maintained by any Loan Party; or

(e)           any other event (including (i) any violation of any Environmental Law or the assertion of any Environmental Claim or (ii) the enactment or effectiveness of any law, rule or regulation) which might reasonably be expected to have a Material Adverse Effect.

10.1.6      Borrowing Base Certificates. Within 10 days of the end of each month, a Borrowing Base Certificate dated as of the end of such month and executed by a Senior Officer of the Company on behalf of the Company (provided that (a) the Company may deliver a Borrowing Base Certificate more frequently if it chooses and (b) at any time an Event of Default exists, the Administrative Agent may require the Company to deliver Borrowing Base Certificates more frequently).

10.1.7      Management Reports. Promptly upon receipt thereof, copies of all detailed financial and management reports submitted to the Company by independent accountants in connection with each annual or interim audit made by such auditors of the books of the Company.

10.1.8      Projections. As soon as practicable, and in any event not later than the commencement of each Fiscal Year, financial projections for the Company and its Subsidiaries for such Fiscal Year (including monthly operating and cash flow budgets) prepared in a manner consistent with the projections delivered by the Company to the Administrative Agent prior to the Closing Date or otherwise in a manner reasonably satisfactory to the Administrative Agent, accompanied by a certificate of a Senior Officer of the Company on behalf of the Company to the effect that (a) such projections were prepared by the Company in good faith, (b) the Company has a reasonable basis for the assumptions contained in such projections and (c) such projections have been prepared in accordance with such assumptions.

10.1.9      Related Transactions. Promptly following receipt, copies of any notices (including notices of default or acceleration) received in connection with the Related Transactions.

10.1.10    Other Information. Promptly from time to time, such other information concerning the Loan Parties as the Administrative Agent may reasonably request.

10.2         Books, Records and Inspections. Keep, and cause each other Loan Party to keep, its books and records in accordance with sound business practices sufficient to allow the preparation of financial statements in accordance with GAAP; permit, and cause each other Loan Party to permit, the Administrative Agent or any Lender (so long as such Lender’s visit or inspection is made concurrently with Administrative Agent) or any representative thereof to inspect the properties and operations of the Loan Parties; and permit, and cause each other Loan Party to permit, at any reasonable time and with reasonable notice (or at any time without notice if an Event of Default exists), the Administrative Agent or any Lender (so long as such Lender’s visit or

51

inspection is made concurrently with Administrative Agent) or any representative thereof to visit any or all of its offices, to discuss its financial matters with its officers and its independent auditors (and the Company hereby authorizes such independent auditors to discuss such financial matters with any Lender or the Administrative Agent or any representative thereof), and to examine (and, at the expense of the Loan Parties, photocopy extracts from) any of its books or other records; and permit, and cause each other Loan Party to permit, the Administrative Agent and its representatives to inspect the Inventory and other tangible assets of the Loan Parties, to perform appraisals of the equipment of the Loan Parties, and to inspect, audit, check and make copies of and extracts from the books, records, computer data, computer programs, journals, orders, receipts, correspondence and other data relating to Inventory, Accounts and any other collateral. All such inspections or audits by the Administrative Agent shall be at the Company’s expense; provided that following the Closing Date and so long as no Event of Default has occurred and is continuing, the Borrower shall only be required to reimburse the Administrative Agent for the cost of (1) two inspections in any Fiscal Year and (ii) one appraisal in any Fiscal year.

10.3         Maintenance of Property; Insurance.

(a)           Keep, and cause each other Loan Party to keep, all property useful and necessary in the business of the Loan Parties in good working order and condition, ordinary wear and tear excepted.

(b)           Maintain, and cause each other Loan Party to maintain, with responsible insurance companies, such insurance coverage as may be required by any law or governmental regulation or court decree or order applicable to it and such other insurance, to such extent and against such hazards and liabilities, as is customarily maintained by companies similarly situated, but which shall insure against all risks and liabilities of the type identified on Schedule 9.16 and shall have insured amounts no less than, and deductibles no higher than, those set forth on such schedule; and, upon request of the Administrative Agent, furnish to the Administrative Agent a certificate setting forth in reasonable detail the nature and extent of all insurance maintained by the Loan Parties. The Company shall cause each issuer of an insurance policy to provide the Administrative Agent with an endorsement (i) showing the Administrative Agent as loss payee with respect to each policy of property or casualty insurance and naming the Administrative Agent as an additional insured with respect to each policy of liability insurance, (ii) providing that 30 days’ notice will be given to the Administrative Agent prior to any cancellation of, material reduction or change in coverage provided by or other material modification to such policy and (iii) reasonably acceptable in all other respects to the Administrative Agent. The Company shall execute and deliver to the Administrative Agent a collateral assignment, in form and substance satisfactory to the Administrative Agent, of each business interruption insurance policy maintained by the Company.

52

(c)           UNLESS THE COMPANY PROVIDES THE ADMINISTRATIVE AGENT WITH EVIDENCE OF THE INSURANCE COVERAGE REQUIRED BY THIS AGREEMENT, THE ADMINISTRATIVE AGENT MAY, FOLLOWING WRITTEN NOTICE TO THE COMPANY, PURCHASE INSURANCE AT THE COMPANY’S EXPENSE TO PROTECT THE ADMINISTRATIVE AGENT’S AND THE LENDERS’ INTERESTS IN THE COLLATERAL. THIS INSURANCE MAY, BUT NEED NOT, PROTECT ANY LOAN PARTY’S INTERESTS. THE COVERAGE THAT THE ADMINISTRATIVE AGENT PURCHASES MAY NOT PAY ANY CLAIM THAT IS MADE AGAINST ANY LOAN PARTY IN CONNECTION WITH THE COLLATERAL. THE COMPANY MAY LATER CANCEL ANY INSURANCE PURCHASED BY THE ADMINISTRATIVE AGENT, BUT ONLY AFTER PROVIDING THE ADMINISTRATIVE AGENT WITH EVIDENCE THAT THE COMPANY HAS OBTAINED INSURANCE AS REQUIRED BY THIS AGREEMENT. IF THE ADMINISTRATIVE AGENT PURCHASES INSURANCE FOR THE COLLATERAL, THE COMPANY WILL BE RESPONSIBLE FOR THE COSTS OF THAT INSURANCE, INCLUDING INTEREST AND ANY OTHER CHARGES THAT MAY BE IMPOSED WITH THE PLACEMENT OF THE INSURANCE, UNTIL THE EFFECTIVE DATE OF THE CANCELLATION OR EXPIRATION OF THE INSURANCE. THE COSTS OF THE INSURANCE MAY BE ADDED TO THE PRINCIPAL AMOUNT OF THE LOANS OWING HEREUNDER. THE COSTS OF THE INSURANCE MAY BE MORE THAN THE COST OF THE INSURANCE THE LOAN PARTIES MAY BE ABLE TO OBTAIN ON THEIR OWN.

10.4         Compliance with Laws; Payment of Taxes and Liabilities. (a) Comply, and cause each other Loan Party to comply, in all material respects with all applicable laws, rules, regulations, decrees, orders, judgments, licenses and permits, except where failure to comply could not reasonably be expected to have a Material Adverse Effect; (b) without limiting clause (a) above, ensure, and cause each other Loan Party to ensure, that no person who owns a controlling interest in or otherwise controls a Loan Party is or shall be (i) listed on the Specially Designated Nationals and Blocked Person List maintained by the Office of Foreign Assets Control (“OFAC”), Department of the Treasury, and/or any other similar lists maintained by OFAC pursuant to any authorizing statute, Executive Order or regulation or (ii) a person designated under Section 1(b), (c) or (d) of Executive Order No. 13224 (September 23, 2001), any related enabling legislation or any other similar Executive Orders, (c) without limiting clause (a) above, comply, and cause each other Loan Party to comply, with all applicable Bank Secrecy Act (“BSA”) and anti-money laundering laws and regulations and (d) pay, and cause each other Loan Party to pay, prior to delinquency, all taxes and other governmental charges against it or any collateral, as well as claims of any kind which, if unpaid, could become a Lien on any of its property; provided that the foregoing shall not require any Loan Party to pay any such tax or charge so long as it shall contest the validity thereof in good faith by appropriate proceedings and shall set aside on its books adequate reserves with respect thereto in accordance with GAAP and, in the case of a claim which could become a Lien on any collateral, such contest proceedings shall stay the foreclosure of such Lien or the sale of any portion of the collateral to satisfy such claim.

53

10.5         Maintenance of Existence, etc. Maintain and preserve, and (subject to Section 11.5) cause each other Loan Party to maintain and preserve, (a) its existence and good standing in the jurisdiction of its organization and (b) its qualification to do business and good standing in each jurisdiction where the nature of its business makes such qualification necessary (other than such jurisdictions in which the failure to be qualified or in good standing could not reasonably be expected to have a Material Adverse Effect).

10.6         Use of Proceeds. Use the proceeds of the Loans, and the Letters of Credit, solely to finance the Related Transactions, for working capital purposes, for Capital Expenditures and for other general business purposes; and not use or permit any proceeds of any Loan to be used, either directly or indirectly, for the purpose, whether immediate, incidental or ultimate, of “purchasing or carrying” any Margin Stock.

10.7         Employee Benefit Plans.

(a)           Maintain, and cause each other member of the Controlled Group to maintain, each Pension Plan in compliance with all applicable requirements of law and regulations except where the failure to maintain could not reasonably be expected to have a Material Adverse Effect.

(b)           Make, and cause each other member of the Controlled Group to make, on a timely basis, all required contributions to any Multiemployer Pension Plan.

(c)           Not, and not permit any other member of the Controlled Group to (i) seek a waiver of the minimum funding standards of ERISA, (ii) terminate or withdraw from any Pension Plan or Multiemployer Pension Plan or (iii) take any other action with respect to any Pension Plan that would reasonably be expected to entitle the PBGC to terminate, impose liability in respect of, or cause a trustee to be appointed to administer, any Pension Plan, unless the actions or events described in clauses (i), (ii) and (iii) individually or in the aggregate would not have a Material Adverse Effect.

10.8         Environmental Matters. If any release or threatened release or other disposal of Hazardous Substances shall occur or shall have occurred on any real property or any other assets of any Loan Party, the Company shall, or shall cause the applicable Loan Party to, cause the prompt containment and removal of such Hazardous Substances and the remediation of such real property or other assets as necessary to comply in all material respects with all Environmental Laws and to preserve the value of such real property or other assets. Without limiting the generality of the foregoing, the Company shall, and shall cause each other Loan Party to, comply in all material respects with any Federal or state judicial or administrative order requiring the performance at any real property of any Loan Party of activities in response to the release or threatened release of a Hazardous Substance. To the extent that the transportation of Hazardous Substances is permitted by this Agreement, the Company shall, and shall cause its Subsidiaries to, dispose of such Hazardous Substances, or of any other wastes, only at licensed disposal facilities operating in compliance with Environmental Laws.

10.9         Further Assurances.

54

(a)           Take, and cause each other Loan Party and Parent 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 Company and each domestic Subsidiary (as well as all Capital Securities of the Company and each domestic Subsidiary and 65% of all Capital Securities of each direct foreign Subsidiary) and guaranteed by each domestic Subsidiary (including, upon the acquisition or creation thereof, any Subsidiary acquired or created after the Closing Date), in each case as the Administrative Agent may determine, including (a) 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 and (b) the delivery of certificated securities and other Collateral with respect to which perfection is obtained by possession.

(b)           Cause all collections from Accounts to be directed to (i) a bank account maintained with the Administrative Agent or (ii), subject to the provisions set forth in Section 10.11 below, to the Company’s lockbox and/or deposit account(s) maintained at PNC Bank, National Association (such lockbox and account(s) collectively referred to herein as the “PNC Accounts”) and cause each financial institution (other than the Administrative Agent) at which the Company or any Subsidiary maintains any deposit account or other similar account (other than petty cash accounts or payroll accounts as long as such payroll accounts are maintained as zero balance accounts) to deliver to the Administrative Agent a writing, in form and substance satisfactory to the Administrative Agent, (x) acknowledging and consenting to the security interest of the Administrative Agent in such account and all cash, checks, drafts and other instruments or writings for the payment of money from time to time therein, (y) confirming such financial institution’s agreement to follow the instructions of the Administrative Agent with respect to all such cash, checks, drafts and other instruments or writings for the payment of money following (other than with respect to the PNC Accounts which shall be subject to the Administrative Agent’s full dominion and control) receipt from the Administrative Agent of notice of the occurrence of any Event of Default or Unmatured Event of Default and (z) waiving all rights of setoff and banker’s lien on all items held in any such account (other than with respect to payment of fees and expenses for account services).

10.10       Deposit Accounts. Except for the PNC Accounts or unless the Administrative Agent otherwise consents in writing, in order to facilitate the Administrative Agent’s and the Lenders’ maintenance and monitoring of their security interests in the collateral, maintain all of their principal deposit accounts with the Administrative Agent.

10.11       PNC Bank Accounts. Not later than December 31, 2007, Company shall submit to all Account Debtors remitting payments to the Company’s PNC Accounts all proper notices and requests to cause such Account Debtors to remit such payments directly to a deposit account maintained with the Administrative Agent.

SECTION 11.         NEGATIVE COVENANTS

55

Until the expiration or termination of the Commitments and thereafter until all Obligations hereunder and under the other Loan Documents are paid in full and all Letters of Credit have been terminated or Cash Collateralized, the Company agrees that, unless at any time the Required Lenders shall otherwise expressly consent in writing, it will:

11.1         Debt. Not, and not permit any other Loan Party to, create, incur, assume or suffer to exist any Debt, except:

(a)           Obligations under this Agreement and the other Loan Documents;

(b)           Debt secured by Liens permitted by Section 11.2(d), and extensions, renewals and refinancings thereof; provided that the aggregate amount of all such Debt at any time outstanding shall not exceed $2,000,000;

(c)           Debt of the Company to any domestic Wholly-Owned Subsidiary or Debt of any domestic Wholly-Owned Subsidiary to the Company or another domestic Wholly-Owned Subsidiary; provided that such Debt shall be evidenced by a demand note in form and substance reasonably satisfactory to the Administrative Agent and pledged and delivered to the Administrative Agent pursuant to the Collateral Documents as additional collateral security for the Obligations, and the obligations under such demand note shall be subordinated to the Obligations of the Company hereunder in a manner reasonably satisfactory to the Administrative Agent;

(d)           the Earn-Out Obligations;

(e)           Hedging Obligations approved by Administrative Agent and incurred in favor of LaSalle or an Affiliate thereof for bona fide hedging purposes and not for speculation;

(f)            Debt described on Schedule 11.1 and any extension, renewal or refinancing thereof so long as the principal amount thereof is not increased;

(g)           the Debt to be Repaid (so long as such Debt is repaid on the Closing Date with the proceeds of the initial Loans hereunder);

(h)           Contingent Liabilities arising with respect to customary indemnification obligations in favor purchasers in connection with dispositions permitted under Section 11.5;

(i)            Parent Revolving Debt in an aggregate outstanding amount not at any time exceeding $30,000,000; and

(j)            other unsecured subordinated Debt, in addition to the Debt listed above, in an aggregate outstanding amount not at any time exceeding $10,000,000.

56

11.2         Liens. Not, and not permit any other Loan Party to, create or permit to exist any Lien on any of its real or personal properties, assets or rights of whatsoever nature (whether now owned or hereafter acquired), except:

(a)           Liens for taxes or other governmental charges not at the time delinquent or thereafter payable without penalty or being contested in good faith by appropriate proceedings and, in each case, for which it maintains adequate reserves;

(b)           Liens arising in the ordinary course of business (such as (i) Liens of landlords, carriers, warehousemen, mechanics and materialmen and other similar Liens imposed by law and (ii) Liens in the form of deposits or pledges incurred in connection with worker’s compensation, unemployment compensation and other types of social security (excluding Liens arising under ERISA) or in connection with surety bonds, bids, performance bonds and similar obligations) for sums not overdue or being contested in good faith by appropriate proceedings and not involving any advances or borrowed money or the deferred purchase price of property or services and, in each case, for which it maintains adequate reserves;

(c)           Liens described on Schedule 11.2 as of the Closing Date;

(d)           subject to the limitation set forth in Section 11.1(b), (i) Liens arising in connection with Capital Leases (and attaching only to the property being leased), (ii) Liens existing on property at the time of the acquisition thereof by any Loan Party (and not created in contemplation of such acquisition) and (iii) Liens that constitute purchase money security interests on any property securing debt incurred for the purpose of financing all or any part of the cost of acquiring such property, provided that any such Lien attaches to such property within 20 days of the acquisition thereof and attaches solely to the property so acquired;

(e)           attachments, appeal bonds, judgments and other similar Liens, for sums not exceeding $1,000,000 arising in connection with court proceedings, provided the execution or other enforcement of such Liens is effectively stayed and the claims secured thereby are being actively contested in good faith and by appropriate proceedings;

(f)            easements, rights of way, restrictions, minor defects or irregularities in title and other similar Liens not interfering in any material respect with the ordinary conduct of the business of any Loan Party;

(g)           Liens arising under the Loan Documents; and

(h)           the replacement, extension or renewal of any Lien permitted by clause (c) above upon or in the same property subject thereto arising out of the extension, renewal or replacement of the Debt secured thereby (without increase in the amount thereof).

11.3         Operating Leases. Not permit the aggregate amount of all rental payments under Operating Leases made (or scheduled to be made) by the Loan Parties (on a consolidated basis) to exceed $5,000,000 in any Fiscal Year.

57

11.4         Restricted Payments. Not, and not permit any other Loan Party to, (a) make any distribution to any holders of its Capital Securities, (b) purchase or redeem any of its Capital Securities, (c) pay any management fees or similar fees or expenses to any of its equityholders or any Affiliate thereof, (d) make any redemption, prepayment, defeasance, repurchase or any other payment in respect of any Parent Subordinated Debt or (e) set aside funds for any of the foregoing. Notwithstanding the foregoing:

(i)            the Company may reimburse Parent for out-of-pocket costs and expenses incurred by Parent on behalf of or for the benefit of the Company, and for fees charged by Parent to the Company, in an aggregate amount not to exceed $4,000,000 during any Fiscal Year.

(ii)           subject to the Parent Subordination Agreement, the Company may pay scheduled installments of accrued and unpaid interest on the Parent Subordinated Note at the non-default rate of interest set forth in the Parent Subordinated Note;

(iii)          subject to the Parent Subordination Agreement, the Company may at any time and from time to time repay all or any portion of the outstanding principal balance of the Parent Revolving Debt;

(iv)          any Subsidiary may pay dividends or make other distributions to the Company or to a domestic Wholly-Owned Subsidiary;

(v)           so long as the Company files a consolidated income tax return with Parent, the Company may make distributions to Parent to permit Parent to pay federal and state income taxes then due and owing; provided that the amount of such distribution shall not be greater, nor the receipt by the Company of tax benefits less, than they would have been had the Borrower not filed a consolidated return with Parent; and

(vi)          Borrower may make other cash distributions to Parent from time to time so long as (A) no Event of Default or Unmatured Default has occurred and is continuing on the date of any such distribution or would result therefrom, (B) after giving effect to any such distribution (and any Debt incurred to fund such distribution), Borrower is in compliance on a pro forma basis with the financial covenants set forth in Section 11.14 as of the last day of the most recent Fiscal Quarter, (C) after giving effect to any such distribution (and any Revolving Loan made to fund such distribution). Availability is at least $10,000,000 and (D) after giving effect to any such distribution, the aggregate amount of all such distributions made following the Closing Date shall not exceed Cumulative Available Excess Cash Flow as of the date of such distribution.

11.5         Mergers, Consolidations, Sales

(A)          . Not, and not permit any other Loan Party to, (a) be a party to any merger or consolidation, or purchase or otherwise acquire all or substantially all of the assets or any Capital Securities of any class of, or any partnership or joint venture interest in, any other Person other than in connection with a Permitted Acquisition, (b) sell, transfer, convey or lease all or any substantial part of its assets or Capital Securities (including the sale of Capital Securities of any Subsidiary) except for sales of inventory in the ordinary course of

58

business and obsolete or worn-out equipment, or (c) sell or assign with or without recourse any receivables, except for (i) any such merger, consolidation, sale, transfer, conveyance, lease or assignment of or by any Wholly-Owned Subsidiary into the Company or into any other domestic Wholly-Owned Subsidiary; (ii) any such purchase or other acquisition by the Company or any domestic Wholly-Owned Subsidiary of the assets or Capital Securities of any Wholly-Owned Subsidiary; (iii) sales and dispositions of assets (including the Capital Securities of Subsidiaries) for at least fair market value (as determined by the Board of Directors of the Company) so long as the net book value of all assets sold or otherwise disposed of in any Fiscal Year does not exceed 10% of the net book value of the consolidated assets of the Loan Parties as of the last day of the preceding Fiscal Year.

11.6         Modification of Organizational Documents. Not permit the charter, by-laws or other organizational documents of any Loan Party to be amended or modified in any way which could reasonably be expected to materially adversely affect the interests of the Lenders; not change, or allow any Loan Party to change, its state of formation or its organizational form.

11.7         Transactions with Affiliates. Not, and not permit any other Loan Party to, enter into, or cause, suffer or permit to exist any transaction, arrangement or contract with any of its other Affiliates (other than the Loan Parties) which is on terms which are less favorable than are obtainable from any Person which is not one of its Affiliates; provided, that the transactions contemplated under the Parent Subordinated Note shall not be deemed violative of this Section 11.7.

11.8         Unconditional Purchase Obligations. Not, and not permit any other Loan Party to, enter into or be a party to any contract for the purchase of materials, supplies or other property or services if such contract requires that payment be made by it regardless of whether delivery is ever made of such materials, supplies or other property or services.

11.9         Inconsistent Agreements. Not, and not permit any other Loan Party to, enter into any agreement containing any provision which would (a) be violated or breached by any borrowing by the Company hereunder or by the performance by any Loan Party of any of its Obligations hereunder or under any other Loan Document, (b) prohibit any Loan Party from granting to the Administrative Agent and the Lenders, a Lien on any of its assets or (c) create or permit to exist or become effective any encumbrance or restriction on the ability of any Subsidiary to (i) pay dividends or make other distributions to the Company or any other Subsidiary, or pay any Debt owed to the Company or any other Subsidiary, (ii) make loans or advances to any Loan Party or (iii) transfer any of its assets or properties to any Loan Party, other than (A) customary restrictions and conditions contained in agreements relating to the sale of all or a substantial part of the assets of any Subsidiary pending such sale, provided that such restrictions and conditions apply only to the Subsidiary to be sold and such sale is permitted hereunder (B) restrictions or conditions imposed by any agreement relating to purchase money Debt, Capital Leases and other secured Debt permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Debt and (C) customary provisions in leases and other contracts restricting the assignment thereof.

59

11.10       Business Activities; Issuance of Equity.   Not, and not permit any other Loan Party to, engage in any line of business other than the businesses engaged in on the date hereof and businesses reasonably related thereto. Not, and not permit any other Loan Party to, issue any Capital Securities other than any issuance by a Subsidiary to the Company or another Subsidiary in accordance with Section 11.4.

11.11       Investments.   Not, and not permit any other Loan Party to, make or permit to exist any Investment in any other Person, except the following:

(a)           contributions by the Company to the capital of any Wholly-Owned Subsidiary, or by any Subsidiary to the capital of any other domestic Wholly-Owned Subsidiary, so long as the recipient of any such capital contribution has guaranteed the Obligations and such guaranty is secured by a pledge of all of its Capital Securities and substantially all of its real and personal property, in each case in accordance with Section 10.10;

(b)           Investments constituting Debt permitted by Section 11.1;

(c)           Contingent Liabilities constituting Debt permitted by Section 11.1 or Liens permitted by Section 11.2;

(d)           Cash Equivalent Investments;

(e)           bank deposits in the ordinary course of business, provided that the aggregate amount of all such deposits which are maintained with any bank other than a Lender shall not at any time exceed $50,000;

(f)            Investments in securities of Account Debtors received pursuant to any plan of reorganization or similar arrangement upon the bankruptcy or insolvency of such account debtors; and

(g)           Investments listed on Schedule 11.11 as of the Closing Date.

provided that (x) any Investment which when made complies with the requirements of the definition of the term “Cash Equivalent Investment” may continue to be held notwithstanding that such Investment if made thereafter would not comply with such requirements; and (y) no Investment otherwise permitted by clause (b) or (c) shall be permitted to be made if, immediately before or after giving effect thereto, any Event of Default or Unmatured Event of Default exists.

11.12       Restriction of Amendments to Certain Documents.   Not amend or otherwise modify, or waive any rights under, the Related Agreements if, in any case, such amendment, modification or waiver could be adverse to the interests of the Lenders. Without limiting the generality of the foregoing, the Company shall not amend the Purchase Agreement in any manner which would accelerate the payment of the Earn-Out Obligations and the Company shall not prepay the Earn-Out Obligations.

11.13       Fiscal Year.   Not change its Fiscal Year.

60

11.14       Financial Covenants.

11.14.1   EBITDA.   Not Permit EBITDA for any Computation Period to be less than the applicable amount set forth below for such Computation Period:

Computation Period Ending	EBITDA
March 31, 2007	$	7,053,000
June 30, 2007	$	14,105,000
September 30, 2007	$	21,753,000
December 31, 2007	$	29,400,000
March 31, 2008	$	29,995,000
June 30, 2008	$	30,590,000
September 30, 2008	$	30,205,000
December 31, 2008	$	29,820,000

11.14.2   Fixed Charge Coverage Ratio.   Not permit the Fixed Charge Coverage Ratio for any Computation Period to be less than 1.10:1.

11.14.3   Total Debt to EBITDA Ratio.   Not permit the Total Debt to EBITDA Ratio as of the last day of any Fiscal Quarter to exceed the applicable ratio set forth below for the four consecutive Fiscal Quarters ending on such date:

Fiscal Quarter Ending	Total Debt to EBITDA Ratio
March 31, 2007 through and including June 30, 2008	3.50:1.0
September 30, 2008 and thereafter	3:00:1.0

11.14.4   Capital Expenditures.   Not permit the aggregate amount of all Capital Expenditures made by the Loan Parties in any Fiscal Year to exceed $15,000,000. If the Loan Parties do not utilize the entire amount of Capital Expenditures permitted in any Fiscal Year, the Loan Parties may carry forward, to the immediately succeeding Fiscal Year only, such unutilized amount (with Capital Expenditures made by the Loan Parties in such succeeding Fiscal Year applied last to such unutilized amount).

SECTION 12.         EFFECTIVENESS; CONDITIONS OF LENDING, ETC.

The obligation of each Lender to make its Loans and of the Issuing Lender to issue Letters of Credit is subject to the following conditions precedent:

12.1         Initial Credit Extension.   The obligation of the Lenders to make the initial Loans and the obligation of the Issuing Lender to issue its initial Letter of Credit (whichever first occurs) is, in addition to the conditions precedent specified in Section 12.2, subject to the conditions precedent that (a) all Debt to be Repaid has been (or concurrently with the initial

61

borrowing will be) paid in full, and that all agreements and instruments governing the Debt to be Repaid and that all Liens securing such Debt to be Repaid have been (or concurrently with the initial borrowing will be) terminated and (b) the Administrative Agent shall have received (i) evidence, reasonably satisfactory to the Administrative Agent, that the Company has received cash equity contributions from Parent in an amount not less than $90,000,000 in connection with the Purchase, which shall be satisfactory in all respects to the Administrative Agent; (ii) evidence, reasonably satisfactory to the Administrative Agent, that (A) the Company has completed, or concurrently with the initial credit extension hereunder will complete, the Related Transactions in accordance with the terms of the Related Agreements (without any amendment thereto or waiver thereunder that is in a manner adverse to the Lenders unless consented to by the Lenders) and in accordance with applicable law, (B) the sum of (x) the aggregate consideration for the Purchase (exclusive of the Earn-Out Obligations) plus (y) all Debt to be Repaid shall not exceed $155,000,000 and (C) the aggregate fees and expenses in connection with the Related Transactions and the transactions hereunder shall not exceed $5,000,000; and (iii) all of the following, each duly executed and dated the Closing Date (or such earlier date as shall be satisfactory to the Administrative Agent), in form and substance satisfactory to the Administrative Agent (and the date on which all such conditions precedent have been satisfied or waived in writing by the Administrative Agent and the Lenders is called the “Closing Date”):

12.1.1   Notes.   A Note for each Lender.

12.1.2   Authorization Documents.   For each Loan Party, such Person’s (a) charter (or similar formation document), certified by the appropriate governmental authority; (b) good standing certificates in its state of incorporation (or formation) and in each other state requested by the Administrative Agent; (c) bylaws (or similar governing document); (d) resolutions of its board of directors (or similar governing body) approving and authorizing such Person’s execution, delivery and performance of the Loan Documents to which it is party and the transactions contemplated thereby; and (e) signature and incumbency certificates of its officers executing any of the Loan Documents (it being understood that the Administrative Agent and each Lender may conclusively rely on each such certificate until formally advised by a like certificate of any changes therein), all certified by its secretary or an assistant secretary (or similar officer) as being in full force and effect without modification.

12.1.3   Consents, etc.   Certified copies of all documents evidencing any necessary corporate or partnership action, consents and governmental approvals (if any) required for the execution, delivery and performance by the Loan Parties of the documents referred to in this Section 12.

12.1.4   Letter of Direction.   A letter of direction containing funds flow information with respect to the proceeds of the Loans on the Closing Date.

12.1.5   Collateral Agreement.   A counterpart of the Collateral Agreement executed by each Loan Party, together with all instruments, transfer powers and other items required to be delivered in connection therewith.

62

12.1.6   Parent Pledge Agreement.   A counterpart of the Parent Pledge Agreement executed by Parent and acknowledged by the Company, together with all certificates, transfer powers and other items required to be delivered in connection therewith.

12.1.7   [Reserved]

12.1.8   Real Estate Documents.   With respect to each parcel of real property owned by any Loan Party, a duly executed Mortgage providing for a fully perfected Lien, in favor of the Administrative Agent, in all right, title and interest of the Company or such Subsidiary in such real property, together with:

(a)           an ALTA Loan Title Insurance Policy, issued by an insurer acceptable to the Administrative Agent, insuring the Administrative Agent’s first priority Lien on such real property and containing such endorsements as the Administrative Agent may reasonably require (it being understood that the amount of coverage, exceptions to coverage and status of title set forth in such policy shall be acceptable to the Administrative Agent);

(b)           copies of all documents of record concerning such real property as shown on the commitment for the ALTA Loan Title Insurance Policy referred to above;

(c)           original or certified copies of all insurance policies required to be maintained with respect to such real property by this Agreement, the applicable Mortgage or any other Loan Document;

(d)           a survey certified to the Administrative Agent meeting such standards as the Administrative Agent may reasonably establish and otherwise reasonably satisfactory to the Administrative Agent;

(e)           a flood insurance policy concerning such real property, if required by the Flood Disaster Protection Act of 1973; and

(f)            an appraisal, prepared by an independent appraiser engaged directly by the Administrative Agent, of such parcel of real property or interest in real property, which appraisal shall satisfy the requirements of the Financial Institutions Reform, Recovery and Enforcement Act, if applicable, and shall evidence compliance with the supervisory loan-to-value limits set forth in the Federal Deposit Insurance Corporation Improvement Act of 1991, if applicable.

Additionally, in the case of any leased or mortgaged real property, a Collateral Access Agreement from the landlord or mortgagee, as applicable, of such property.

12.1.9   Consignee Agreements; Collateral Access Agreements.

12.1.10   Purchase Agreement Assignment.   A counterpart of the Purchase Agreement Assignment executed by the Company, Parent and Seller.

63

12.1.11   Opinions of Counsel.   Opinions of counsel for each Loan Party, including local counsel reasonably requested by the Administrative Agent, and all other opinions issued pursuant to the Related Transactions.

12.1.12   Insurance.   Evidence of the existence of insurance required to be maintained pursuant to Section 10.3(b), together with evidence that the Administrative Agent has been named as a lender’s loss payee and an additional insured on all related insurance policies.

12.1.13   Copies of Documents.   Copies of the Related Agreements certified by the secretary or assistant secretary (or similar officer) of the Company as being true, accurate and complete.

12.1.14   Payment of Fees.   Evidence of payment by the Company of all accrued and unpaid fees, costs and expenses to the extent then due and payable on the Closing Date, together with all Attorney Costs of the Administrative Agent to the extent invoiced prior to the Closing Date, plus such additional amounts of Attorney Costs as shall constitute the Administrative Agent’s reasonable estimate of Attorney Costs incurred or to be incurred by the Administrative Agent through the closing proceedings (provided that such estimate shall not thereafter preclude final settling of accounts between the Company and the Administrative Agent).

12.1.15   Solvency Certificate.   A Solvency Certificate executed by a Senior Officer of the Company.

12.1.16   Pro Forma.   A consolidated pro forma balance sheet of the Company as at the Closing Date, adjusted to give effect to the consummation of the Related Transactions and the financings contemplated hereby as if such transactions had occurred on such date, consistent in all material respects with the sources and uses of cash as previously described to the Lenders and the forecasts previously provided to the Lenders.

12.1.17   Initial Revolving Outstandings.   After giving effect to the funding of the initial Loans and the consummation of the Related Transactions and the payment of all fees and expenses in connection therewith, the Revolving Outstandings as of the Closing Date shall not be greater than $10,000,000.

12.1.18   Maximum Leverage Ratio.   The Administrative Agent shall have received evidence satisfactory to the Administrative Agent that the ratio of Total Debt as of the Closing Date to EBITDA for the eleven-month period ending November 30, 2006, determined on a pro forma basis after giving effect to the Loans and the Related Transactions (and any adjustments to EBITDA approved by Administrative Agent) shall not exceed 2.00:1.

12.1.19   Environmental Reports.   Environmental site assessment reports requested by the Administrative Agent.

12.1.20   Search Results; Lien Terminations.   Certified copies of Uniform Commercial Code search reports dated a date reasonably near to the Closing Date, listing all

64

effective financing statements which name any Loan Party or Seller (under their present names and any previous names) as debtors, together with (a) copies of such financing statements, (b) payoff letters evidencing repayment in full of all Debt to be Repaid, the termination of all agreements relating thereto and the release of all Liens granted in connection therewith, with Uniform Commercial Code or other appropriate termination statements and documents effective to evidence the foregoing (other than Liens permitted by Section 11.2) and (c) such other Uniform Commercial Code termination statements as the Administrative Agent may reasonably request.

12.1.21   Filings, Registrations and Recordings.   The Administrative Agent shall have received each document (including Uniform Commercial Code financing statements) required by the Collateral Documents or under law or reasonably requested by the Administrative Agent to be filed, registered or recorded in order to create in favor of the Administrative Agent, for the benefit of the Lenders, a perfected Lien on the collateral described therein, prior to any other Liens (subject only to Liens permitted pursuant to Section 11.2), in proper form for filing, registration or recording.

12.1.22   Borrowing Base Certificate.   A Borrowing Base Certificate dated as of the Closing Date.

12.1.23   Closing Certificate, Consents and Permits.   A certificate executed by an officer of the Company on behalf of the Company certifying (a) the matters set forth in Section 12.2.1 as of the Closing Date and (b) the occurrence of the closing of the Related Transactions and that such closing has been consummated in accordance with the terms of the Related Agreements without waiver of any material condition thereof; together with evidence that (i) all necessary governmental, regulatory, creditor, shareholder, partner and other material consents, approvals and exemptions required to be obtained by the Company in connection with the Related Transactions have been duly obtained and are in full force and effect and (ii) all material permits necessary for the operation of any business(es) acquired in connection with the Related Transactions have been obtained.

12.1.24   Other.   Such other documents as the Administrative Agent or any Lender may reasonably request.

12.2         Conditions.   The obligation (a) of each Lender to make each Loan and (b) of the Issuing Lender to issue each Letter of Credit is subject to the following further conditions precedent that:

12.2.1      Compliance with Warranties, No Default, etc.   Both before and after giving effect to any borrowing and the issuance of any Letter of Credit, the following statements shall be true and correct:

(a)           the representations and warranties of each Loan Party set forth in this Agreement and the other Loan Documents shall be true and correct in all material respects with the same effect as if then made (except to the extent stated to relate to a specific earlier date,

65

in which case such representations and warranties shall be true and correct as of such earlier date); and

(b)           no Event of Default or Unmatured Event of Default shall have then occurred and be continuing.

12.2.2      Confirmatory Certificate.   If requested by the Administrative Agent or any Lender, the Administrative Agent shall have received (in sufficient counterparts to provide one to each Lender) a certificate dated the date of such requested Loan or Letter of Credit and signed by a duly authorized representative of the Company as to the matters set out in Section 12.2.1 (it being understood that each request by the Company for the making of a Loan or the issuance of a Letter of Credit shall be deemed to constitute a representation and warranty by the Company that the conditions precedent set forth in Section 12.2.1 will be satisfied at the time of the making of such Loan or the issuance of such Letter of Credit), together with such other documents as the Administrative Agent or any Lender may reasonably request in support thereof.

SECTION 13.         EVENTS OF DEFAULT AND THEIR EFFECT.

13.1         Events of Default.   Each of the following shall constitute an Event of Default under this Agreement:

13.1.1      Non-Payment of the Loans, etc.   Default in the payment when due of the principal of any Loan; or default, and continuance thereof for five days, in the payment when due of any interest, fee, reimbursement obligation with respect to any Letter of Credit or other amount payable by the Company hereunder or under any other Loan Document.

13.1.2      Non-Payment of Other Debt.   Any default shall occur under the terms applicable to any Debt of any Loan Party in an aggregate amount (for all such Debt so affected and including undrawn committed or available amounts and amounts owing to all creditors under any combined or syndicated credit arrangement) exceeding $2,500,000 and such default shall (a) consist of the failure to pay such Debt when due, whether by acceleration or otherwise, or (b) accelerate the maturity of such Debt or permit the holder or holders thereof, or any trustee or agent for such holder or holders, to cause such Debt to become due and payable (or require any Loan Party to purchase or redeem such Debt or post cash collateral in respect thereof) prior to its expressed maturity.

13.1.3      Other Material Obligations.   Default in the payment when due, or in the performance or observance of, any material obligation of, or condition agreed to by, any Loan Party with respect to any material purchase or lease of goods or services where such default, singly or in the aggregate with all other such defaults, could reasonably be expected to have a Material Adverse Effect.

13.1.4      Bankruptcy, Insolvency, etc.   The Parent or any Loan Party becomes insolvent or generally fails to pay, or admits in writing its inability or refusal to pay, debts as they become due; or any Loan Party applies for, consents to, or the Parent acquiesces in the appointment of a trustee, receiver or other custodian for such Person or any property thereof, or

66

makes a general assignment for the benefit of creditors; or, in the absence of such application, consent or acquiescence, a trustee, receiver or other custodian is appointed for the Parent or any Loan Party or for a substantial part of the property of any thereof and is not discharged within 60 days; or any bankruptcy, reorganization, debt arrangement, or other case or proceeding under any bankruptcy or insolvency law, or any dissolution or liquidation proceeding, is commenced in respect of the Parent or any Loan Party, and if such case or proceeding is not commenced by such Person, it is consented to or acquiesced in by such Person, or remains for 60 days undismissed; or the Parent or any Loan Party takes any action to authorize, or in furtherance of, any of the foregoing.

13.1.5      Non-Compliance with Loan Documents.   (a) Failure by any Loan Party to comply with or to perform any covenant set forth in Sections 10.1.5, 10.3(b) or 10.5 or Section 11; (b) failure by Parent to comply with or perform any provision of the Parent Pledge Agreement; or (c) failure by any Loan Party to comply with or to perform any other provision of this Agreement or any other Loan Document (and not constituting an Event of Default under any other provision of this Section 13) and continuance of such failure described in this clause (b) for 30 days.

13.1.6      Representations; Warranties.   Any representation or warranty made by the Parent or any Loan Party herein or in any other Loan Document is breached or is false or misleading in any material respect, or any schedule, certificate, financial statement, report, notice or other writing furnished by the Parent or any Loan Party to the Administrative Agent or any Lender in connection herewith is false or misleading in any material respect on the date as of which the facts therein set forth are stated or certified.

13.1.7      Pension Plans.   (a) Any Person institutes steps to terminate a Pension Plan if as a result of such termination the Company or any member of the Controlled Group could be required to make a contribution to such Pension Plan, or could incur a liability or obligation to such Pension Plan, in excess of $2,500,000; (b) a contribution failure occurs with respect to any Pension Plan sufficient to give rise to a Lien under Section 302(f) of ERISA; (c) the Unfunded Liability exceeds twenty percent of the Total Plan Liability, or (d) there shall occur any withdrawal or partial withdrawal from a Multiemployer Pension Plan and the withdrawal liability (without unaccrued interest) to Multiemployer Pension Plans as a result of such withdrawal (including any outstanding withdrawal liability that the Company or any member of the Controlled Group have incurred on the date of such withdrawal) exceeds $2,500,000.

13.1.8      Judgments.   One or more judgments or orders for the payment of money (not paid or fully covered by insurance maintained in accordance with the requirements of this Agreement and as to which the relevant insurance company has acknowledged coverage) aggregating in excess of $2,500,000 shall be rendered against any or all Loan Parties and either (a) enforcement proceedings shall have been commenced by any creditor upon any such judgments or orders or (b) there shall be any period of thirty (30) consecutive days during which a stay of enforcement of any such judgments or orders, by reason of a pending appeal, bond or otherwise, shall not be in effect;

67

13.1.9Invalidity of Collateral Documents, etc.Any Collateral Document shall cease to be in full force and effect in any material respect; or any Loan Party (or any Person by, through or on behalf of the Parent or any Loan Party) shall contest in any manner the validity, binding nature or enforceability of any material provision of any Collateral Document.

13.1.10   Invalidity of Subordination Provisions, etc. Any subordination provision in the Parent Subordination Agreement shall cease to be in full force and effect, or any Loan Party or Parent shall contest in any manner the validity, binding nature or enforceability of any such provision.

13.1.11Change of Control.A Change of Control shall occur.

13.1.12Material Adverse Effect.The occurrence of any event having a Material Adverse Effect.

13.2Effect of Event of Default.If any Event of Default described in Section 13.1.4 shall occur in respect of the Company, the Commitments shall immediately terminate and the Loans and all other Obligations hereunder shall become immediately due and payable and the Company shall become immediately obligated to Cash Collateralize all Letters of Credit, all without presentment, demand, protest or notice of any kind; and, if any other Event of Default shall occur and be continuing, the Administrative Agent may (and, upon the written request of the Required Lenders shall) declare the Commitments to be terminated in whole or in part and/or declare all or any part of the Loans and all other Obligations hereunder to be due and payable and/or demand that the Company immediately Cash Collateralize all or any Letters of Credit, whereupon the Commitments shall immediately terminate (or be reduced, as applicable) and/or the Loans and other Obligations hereunder shall become immediately due and payable (in whole or in part, as applicable) and/or the Company shall immediately become obligated to Cash Collateralize the Letters of Credit (all or any, as applicable), all without presentment, demand, protest or notice of any kind. The Administrative Agent shall promptly advise the Company of any such declaration, but failure to do so shall not impair the effect of such declaration. Any cash collateral delivered hereunder shall be held by the Administrative Agent (without liability for interest thereon) and applied to the Obligations arising in connection with any drawing under a Letter of Credit. After the expiration or termination of all Letters of Credit, such cash collateral shall be applied by the Administrative Agent to any remaining Obligations hereunder and any excess shall be delivered to the Company or as a court of competent jurisdiction may elect.

SECTION 14.         THE AGENT.

14.1Appointment and Authorization.Each Lender hereby irrevocably (subject to Section 14.10) appoints, designates and authorizes the Administrative Agent to take such action on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers and perform such duties as are expressly delegated to it by the terms of this Agreement or any other Loan Document, together with such powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary contained elsewhere in this Agreement or in any other Loan Document, the Administrative Agent shall not have any duty or responsibility

68

except those expressly set forth herein, nor shall the Administrative Agent have or be deemed to have any fiduciary relationship with any Lender or participant, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against the Administrative Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent” herein and in other Loan Documents with reference to the Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties.

14.2Issuing Lender.The Issuing Lender shall act on behalf of the Lenders (according to their Pro Rata Shares) with respect to any Letters of Credit issued by it and the documents associated therewith. The Issuing Lender shall have all of the benefits and immunities (a) provided to the Administrative Agent in this Section 14 with respect to any acts taken or omissions suffered by the Issuing Lender in connection with Letters of Credit issued by it or proposed to be issued by it and the applications and agreements for letters of credit pertaining to such Letters of Credit as fully as if the term “Administrative Agent”, as used in this Section 14, included the Issuing Lender with respect to such acts or omissions and (b) as additionally provided in this Agreement with respect to the Issuing Lender.

14.3Delegation of Duties.The Administrative Agent may execute any of its duties under this Agreement or any other Loan Document by or through agents, employees or attorneys-in-fact and shall be entitled to advice of counsel and other consultants or experts concerning all matters pertaining to such duties. The Administrative Agent shall not be responsible for the negligence or misconduct of any agent or attorney-in-fact that it selects in the absence of gross negligence or willful misconduct.

14.4Exculpation of Administrative Agent.None of the Administrative Agent nor any of its directors, officers, employees or agents shall (a) be liable for any action taken or omitted to be taken by any of them under or in connection with this Agreement or any other Loan Document or the transactions contemplated hereby (except to the extent resulting from its own gross negligence or willful misconduct in connection with its duties expressly set forth herein as determined by a final, nonappealable judgment by a court of competent jurisdiction), or (b) be responsible in any manner to any Lender or participant for any recital, statement, representation or warranty made by any Loan Party or Affiliate of the Company, or any officer thereof, contained in this Agreement or in any other Loan Document, or in any certificate, report, statement or other document referred to or provided for in, or received by the Administrative Agent under or in connection with, this Agreement or any other Loan Document, or the validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document (or the creation, perfection or priority of any Lien or security interest therein), or for any failure of the Company or any other party to any Loan Document to perform its Obligations hereunder or thereunder. The Administrative Agent shall not be under any obligation to any Lender to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document, or to inspect the properties, books or records of the Company or any of the Company’s Subsidiaries or Affiliates.

69

14.5Reliance by Administrative Agent.The Administrative Agent shall be entitled to rely, and shall be fully protected in relying, upon any writing, communication, signature, resolution, representation, notice, consent, certificate, electronic mail message, affidavit, letter, telegram, facsimile, telex or telephone message, statement or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons, and upon advice and statements of legal counsel (including counsel to the Company), independent accountants and other experts selected by the Administrative Agent. The Administrative Agent shall be fully justified in failing or refusing to take any action under this Agreement or any other Loan Document unless it shall first receive such advice or concurrence of the Required Lenders as it deems appropriate and, if it so requests, confirmation from the Lenders of their obligation to indemnify the Administrative Agent against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. The Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or any other Loan Document in accordance with a request or consent of the Required Lenders and such request and any action taken or failure to act pursuant thereto shall be binding upon each Lender. For purposes of determining compliance with the conditions specified in Section 12, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received written notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

14.6Notice of Default.The Administrative Agent shall not be deemed to have knowledge or notice of the occurrence of any Event of Default or Unmatured Event of Default except with respect to defaults in the payment of principal, interest and fees required to be paid to the Administrative Agent for the account of the Lenders, unless the Administrative Agent shall have received written notice from a Lender or the Company referring to this Agreement, describing such Event of Default or Unmatured Event of Default and stating that such notice is a “notice of default”. The Administrative Agent will notify the Lenders of its receipt of any such notice. The Administrative Agent shall take such action with respect to such Event of Default or Unmatured Event of Default as may be requested by the Required Lenders in accordance with Section 13; provided that unless and until the Administrative Agent has received any such request, the Administrative Agent may (but shall not be obligated to) take such action, or refrain from taking such action, with respect to such Event of Default or Unmatured Event of Default as it shall deem advisable or in the best interest of the Lenders.

14.7Credit Decision.Each Lender acknowledges that the Administrative Agent has not made any representation or warranty to it, and that no act by the Administrative Agent hereafter taken, including any consent and acceptance of any assignment or review of the affairs of the Loan Parties, shall be deemed to constitute any representation or warranty by the Administrative Agent to any Lender as to any matter, including whether the Administrative Agent has disclosed material information in its possession. Each Lender represents to the Administrative Agent that it has, independently and without reliance upon the Administrative Agent and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and

70

other condition and creditworthiness of the Loan Parties, and made its own decision to enter into this Agreement and to extend credit to the Company hereunder. Each Lender also represents that it will, independently and without reliance upon the Administrative Agent and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement and the other Loan Documents, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the Company. Except for notices, reports and other documents expressly herein required to be furnished to the Lenders by the Administrative Agent, the Administrative Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, property, financial or other condition or creditworthiness of the Company which may come into the possession of the Administrative Agent.

14.8Indemnification.Whether or not the transactions contemplated hereby are consummated, each Lender shall indemnify upon demand the Administrative Agent and its directors, officers, employees and agents (to the extent not reimbursed by or on behalf of the Company and without limiting the obligation of the Company to do so), according to its applicable Pro Rata Share, from and against any and all Indemnified Liabilities (as hereinafter defined); provided that no Lender shall be liable for any payment to any such Person of any portion of the Indemnified Liabilities to the extent determined by a final, nonappealable judgment by a court of competent jurisdiction to have resulted from the applicable Person’s own gross negligence or willful misconduct. No action taken in accordance with the directions of the Required Lenders shall be deemed to constitute gross negligence or willful misconduct for purposes of this Section. Without limitation of the foregoing, each Lender shall reimburse the Administrative Agent upon demand for its ratable share of any costs or out-of-pocket expenses (including Attorney Costs and Taxes) incurred by the Administrative Agent in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement, any other Loan Document, or any document contemplated by or referred to herein, to the extent that the Administrative Agent is not reimbursed for such expenses by or on behalf of the Company. The undertaking in this Section shall survive repayment of the Loans, cancellation of the Notes, expiration or termination of the Letters of Credit, any foreclosure under, or modification, release or discharge of, any or all of the Collateral Documents, termination of this Agreement and the resignation or replacement of the Administrative Agent.

14.9Administrative Agent in Individual Capacity.LaSalle and its Affiliates may make loans to, issue letters of credit for the account of, accept deposits from, acquire equity interests in and generally engage in any kind of banking, trust, financial advisory, underwriting or other business with the Loan Parties and Affiliates as though LaSalle were not the Administrative

71

Agent hereunder and without notice to or consent of any Lender. Each Lender acknowledges that, pursuant to such activities, LaSalle or its Affiliates may receive information regarding the Company or its Affiliates (including information that may be subject to confidentiality obligations in favor of the Company or such Affiliate) and acknowledge that the Administrative Agent shall be under no obligation to provide such information to them. With respect to their Loans (if any), LaSalle and its Affiliates shall have the same rights and powers under this Agreement as any other Lender and may exercise the same as though LaSalle were not the Administrative Agent, and the terms “Lender” and “Lenders” include LaSalle and its Affiliates, to the extent applicable, in their individual capacities.

14.10Successor Administrative Agent.The Administrative Agent may resign as Administrative Agent upon 30 days’ notice to the Lenders. If the Administrative Agent resigns under this Agreement, the Required Lenders shall, with (so long as no Event of Default exists) the consent of the Company (which shall not be unreasonably withheld or delayed), appoint from among the Lenders a successor agent for the Lenders. If no successor agent is appointed prior to the effective date of the resignation of the Administrative Agent, the Administrative Agent may appoint, after consulting with the Lenders and the Company, a successor agent from among the Lenders. Upon the acceptance of its appointment as successor agent hereunder, such successor agent shall succeed to all the rights, powers and duties of the retiring Administrative Agent and the term “Administrative Agent” shall mean such successor agent, and the retiring Administrative Agent’s appointment, powers and duties as Administrative Agent shall be terminated. After any retiring Administrative Agent’s resignation hereunder as Administrative Agent, the provisions of this Section 14 and Sections 15.5 and 15.16 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement. If no successor agent has accepted appointment as Administrative Agent by the date which is 30 days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above.

14.11Collateral Matters.The Lenders irrevocably authorize the Administrative Agent, at its option and in its discretion, (a) to release any Lien granted to or held by the Administrative Agent under any Collateral Document (i) upon termination of the Commitments and payment in full of all Loans and all other obligations of the Company hereunder and the expiration or termination of all Letters of Credit; (ii) constituting property sold or to be sold or disposed of as part of or in connection with any disposition permitted hereunder; or (iii) subject to Section 15.1, if approved, authorized or ratified in writing by the Required Lenders; or (b) to subordinate its interest in any Collateral to any holder of a Lien on such Collateral which is permitted by Section 11.2(d)(i) or (d)(iii) (it being understood that the Administrative Agent may conclusively rely on a certificate from the Company in determining whether the Debt secured by any such Lien is permitted by Section 11.1(b)). Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Administrative Agent’s authority to release, or subordinate its interest in, particular types or items of Collateral pursuant to this Section 14.11. Each Lender hereby authorizes the Administrative Agent to give blockage notices in connection with any Subordinated Debt at the direction of Required Lenders and agrees that it will not act unilaterally to deliver such notices.

14.12Administrative Agent May File Proofs of Claim.In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment,

72

composition or other judicial proceeding relative to any Loan Party, the Administrative Agent (irrespective of whether the principal of any Loan shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Administrative Agent shall have made any demand on the Company) shall be entitled and empowered, by intervention in such proceeding or otherwise:

(a)           to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans, and all other Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Lenders and the Administrative Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of the Lenders and the Administrative Agent and their respective agents and counsel and all other amounts due the Lenders and the Administrative Agent under Sections 5, 15.5 and 15.17) allowed in such judicial proceedings; and

(b)           to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same;

and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender to make such payments to the Administrative Agent and, in the event that the Administrative Agent shall consent to the making of such payments directly to the Lenders, to pay to the Administrative Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Administrative Agent and its agents and counsel, and any other amounts due the Administrative Agent under Sections 5, 15.5 and 15.17.

Nothing contained herein shall be deemed to authorize the Administrative Agent to authorize or consent to or accept or adopt on behalf of any Lender any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of any Lender or to authorize the Administrative Agent to vote in respect of the claim of any Lender in any such proceeding.

14.13Other Agents; Arrangers and Managers.None of the Lenders or other Persons identified on the facing page or signature pages of this Agreement as a “syndication agent,” “documentation agent,” “co-agent,” “book manager,” “lead manager,” “arranger,” “lead arranger” or “co-arranger”, if any, shall have any right, power, obligation, liability, responsibility or duty under this Agreement other than, in the case of such Lenders, those applicable to all Lenders as such. Without limiting the foregoing, none of the Lenders or other Persons so identified shall have or be deemed to have any fiduciary relationship with any Lender. Each Lender acknowledges that it has not relied, and will not rely, on any of the Lenders or other Persons so identified in deciding to enter into this Agreement or in taking or not taking action hereunder.

SECTION 15.         GENERAL.

73

15.1Waiver; Amendments.No delay on the part of the Administrative Agent or any Lender in the exercise of any right, power or remedy shall operate as a waiver thereof, nor shall any single or partial exercise by any of them of any right, power or remedy preclude other or further exercise thereof, or the exercise of any other right, power or remedy. No amendment, modification or waiver of, or consent with respect to, any provision of this Agreement or the other Loan Documents shall in any event be effective unless the same shall be in writing and acknowledged by Lenders having an aggregate Pro Rata Shares of not less than the aggregate Pro Rata Shares expressly designated herein with respect thereto or, in the absence of such designation as to any provision of this Agreement, by the Required Lenders, and then any such amendment, modification, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. No amendment, modification, waiver or consent shall (a) extend or increase the Commitment of any Lender without the written consent of such Lender; (b) extend the date scheduled for payment of any principal (excluding mandatory prepayments) of or interest on the Loans or any fees payable hereunder without the written consent of each Lender directly affected thereby; (c) reduce the principal amount of any Loan, the rate of interest thereon or any fees payable hereunder, without the consent of each Lender directly affected thereby (except for periodic adjustments of interest rates and fees resulting from a change in the Applicable Margin as provided for in this Agreement); (d) increase the advance rates set forth in the definition of “Borrowing Base”; or (e) release all or any substantial part of the Collateral granted under the Collateral Documents, change the definition of Required Lenders, any provision of this Section 15.1 or reduce the aggregate Pro Rata Share required to effect an amendment, modification, waiver or consent, without, in each case, the written consent of all Lenders. No provision of Sections 6.2.2 or 6.3 with respect to the timing or application of mandatory prepayments of the Loans shall be amended, modified or waived without the consent of Lenders having a majority of the aggregate Pro Rata Shares of the Term Loans affected thereby. No provision of Section 14 or other provision of this Agreement affecting the Administrative Agent in its capacity as such shall be amended, modified or waived without the consent of the Administrative Agent. No provision of this Agreement relating to the rights or duties of the Issuing Lender in its capacity as such shall be amended, modified or waived without the consent of the Issuing Lender. No provision of this Agreement relating to the rights or duties of the Swing Line Lender in its capacity as such shall be amended, modified or waived without the consent of the Swing Line Lender.

15.2Confirmations.The Company and each holder of a Note agree from time to time, upon written request received by it from the other, to confirm to the other in writing (with a copy of each such confirmation to the Administrative Agent) the aggregate unpaid principal amount of the Loans then outstanding under such Note.

15.3Notices.Except as otherwise provided in Sections 2.2.2 and 2.2.3, all notices hereunder shall be in writing (including facsimile transmission) and shall be sent to the applicable party at its address shown on Annex B or at such other address as such party may, by written notice received by the other parties, have designated as its address for such purpose. Notices sent by facsimile transmission shall be deemed to have been given when sent; notices sent by mail shall be deemed to have been given three Business Days after the date when sent by registered or certified mail, postage prepaid; and notices sent by hand delivery or overnight

74

courier service shall be deemed to have been given when received. For purposes of Sections 2.2.2 and 2.2.3, the Administrative Agent shall be entitled to rely on telephonic instructions from any person that the Administrative Agent in good faith believes is an authorized officer or employee of the Company, and the Company shall hold the Administrative Agent and each other Lender harmless from any loss, cost or expense resulting from any such reliance.

15.4Computations.Where the character or amount of any asset or liability or item of income or expense is required to be determined, or any consolidation or other accounting computation is required to be made, for the purpose of this Agreement, such determination or calculation shall, to the extent applicable and except as otherwise specified in this Agreement, be made in accordance with GAAP, consistently applied; provided that if the Company notifies the Administrative Agent that the Company wishes to amend any covenant in Sections 10 or 11.14 (or any related definition) to eliminate or to take into account the effect of any change in GAAP on the operation of such covenant (or if the Administrative Agent notifies the Company that the Required Lenders wish to amend Sections 10 or 11.14 (or any related definition) for such purpose), then the Company’s compliance with such covenant shall be determined on the basis of GAAP in effect immediately before the relevant change in GAAP became effective, until either such notice is withdrawn or such covenant (or related definition) is amended in a manner satisfactory to the Company and the Required Lenders.

15.5Costs, Expenses and Taxes.The Company agrees to pay on demand all reasonable out-of-pocket costs and expenses of the Administrative Agent (including Attorney Costs and any Taxes) in connection with the preparation, execution, syndication, delivery and administration (including perfection and protection of any Collateral and the costs of Intralinks (or other similar service), if applicable) of this Agreement, the other Loan Documents and all other documents provided for herein or delivered or to be delivered hereunder or in connection herewith (including any amendment, supplement or waiver to any Loan Document), whether or not the transactions contemplated hereby or thereby shall be consummated, and all reasonable out-of-pocket costs and expenses (including Attorney Costs and any Taxes) incurred by the Administrative Agent and each Lender after an Event of Default in connection with the collection of the Obligations or the enforcement of this Agreement the other Loan Documents or any such other documents or during any workout, restructuring or negotiations in respect thereof. In addition, the Company agrees to pay, and to save the Administrative Agent and the Lenders harmless from all liability for, any fees of the Company’s auditors in connection with any reasonable exercise by the Administrative Agent and the Lenders of their rights pursuant to Section 10.2. All Obligations provided for in this Section 15.5 shall survive repayment of the Loans, cancellation of the Notes, expiration or termination of the Letters of Credit and termination of this Agreement.

15.6   Assignments; Participations.

15.6.1   Assignments.

(a)           Any Lender may at any time assign to one or more Persons (any such Person, an “Assignee”) all or any portion of such Lender’s Loans and Commitments, with

75

the prior written consent of the Administrative Agent, the Issuing Lender (for an assignment of the Revolving Loans and the Revolving Commitment) and, so long as no Event of Default exists, the Company (which consents shall not be unreasonably withheld or delayed and shall not be required for an assignment by a Lender to a Lender or an Affiliate of a Lender). Except as the Administrative Agent may otherwise agree, any such assignment shall be in a minimum aggregate amount equal to $5,000,000 or, if less, the remaining Commitment and Loans held by the assigning Lender. The Company and the Administrative Agent shall be entitled to continue to deal solely and directly with such Lender in connection with the interests so assigned to an Assignee until the Administrative Agent shall have received and accepted an effective assignment agreement in substantially the form of Exhibit D hereto (an “Assignment Agreement”) executed, delivered and fully completed by the applicable parties thereto and a processing fee of $3,500 from such Assignee. No assignment may be made to any Person if at the time of such assignment the Company would be obligated to pay any greater amount under Sections 7.6 or 8 to the Assignee than the Company is then obligated to pay to the assigning Lender under such Sections (and if any assignment is made in violation of the foregoing, the Company will not be required to pay such greater amounts). Any attempted assignment not made in accordance with this Section 15.6.1 shall be treated as the sale of a participation under Section 15.6.2. The Company shall be deemed to have granted its consent to any assignment requiring its consent hereunder unless the Company has expressly objected to such assignment within five Business Days after notice thereof.

(b)           From and after the date on which the conditions described above have been met, (i) such Assignee shall be deemed automatically to have become a party hereto and, to the extent that rights and obligations hereunder have been assigned to such Assignee pursuant to such Assignment Agreement, shall have the rights and obligations of a Lender hereunder and (ii) the assigning Lender, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment Agreement, shall be released from its rights (other than its indemnification rights) and obligations hereunder. Upon the request of the Assignee (and, as applicable, the assigning Lender) pursuant to an effective Assignment Agreement, the Company shall execute and deliver to the Administrative Agent for delivery to the Assignee (and, as applicable, the assigning Lender) a Note in the principal amount of the Assignee’s Pro Rata Share of the Revolving Commitment plus the principal amount of the Assignee’s Term Loan (and, as applicable, a Note in the principal amount of the Pro Rata Share of the Revolving Commitment retained by the assigning Lender plus the principal amount of the Term Loan retained by the assigning Lender). Each such Note shall be dated the effective date of such assignment. Upon receipt by the assigning Lender of such Note, the assigning Lender shall return to the Company any prior Note held by it.

(c)           Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement to secure obligations of such Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank, and this Section shall not apply to any such pledge or assignment of a security interest; provided that no such pledge or assignment of a security interest shall release a Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto.

76

15.6.2Participations.Any Lender may at any time sell to one or more Persons participating interests in its Loans, Commitments or other interests hereunder (any such Person, a “Participant”). In the event of a sale by a Lender of a participating interest to a Participant, (a) such Lender’s obligations hereunder shall remain unchanged for all purposes, (b) the Company and the Administrative Agent shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations hereunder and (c) all amounts payable by the Company shall be determined as if such Lender had not sold such participation and shall be paid directly to such Lender. No Participant shall have any direct or indirect voting rights hereunder except with respect to any event described in Section 15.1 expressly requiring the unanimous vote of all Lenders or, as applicable, all affected Lenders. Each Lender agrees to incorporate the requirements of the preceding sentence into each participation agreement which such Lender enters into with any Participant. The Company agrees that if amounts outstanding under this Agreement are due and payable (as a result of acceleration or otherwise), each Participant shall be deemed to have the right of set-off in respect of its participating interest in amounts owing under this Agreement and with respect to any Letter of Credit to the same extent as if the amount of its participating interest were owing directly to it as a Lender under this Agreement; provided that such right of set-off shall be subject to the obligation of each Participant to share with the Lenders, and the Lenders agree to share with each Participant, as provided in Section 7.5. The Company also agrees that each Participant shall be entitled to the benefits of Section 7.6 or 8 as if it were a Lender (provided that on the date of the participation no Participant shall be entitled to any greater compensation pursuant to Section 7.6 or 8 than would have been paid to the participating Lender on such date if no participation had been sold and that each Participant complies with Section 7.6(d) as if it were an Assignee).

15.7Register.The Administrative Agent shall maintain a copy of each Assignment Agreement delivered and accepted by it and register (the “Register”) for the recordation of names and addresses of the Lenders and the Commitment of each Lender from time to time and whether such Lender is the original Lender or the Assignee. No assignment shall be effective unless and until the Assignment Agreement is accepted and registered in the Register. All records of transfer of a Lender’s interest in the Register shall be conclusive, absent manifest error, as to the ownership of the interests in the Loans. The Administrative Agent shall not incur any liability of any kind with respect to any Lender with respect to the maintenance of the Register.

15.8GOVERNING LAW.THIS AGREEMENT AND EACH NOTE SHALL BE A CONTRACT MADE UNDER AND GOVERNED BY THE INTERNAL LAWS OF THE STATE OF ILLINOIS APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED ENTIRELY WITHIN SUCH STATE, WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES.

15.9Confidentiality.As required by federal law and the Administrative Agent’s policies and practices, the Administrative Agent may need to obtain, verify, and record certain customer identification information and documentation in connection with opening or maintaining accounts, or establishing or continuing to provide services. The Administrative Agent and each Lender agree to use commercially reasonable efforts (equivalent to the efforts

77

the Administrative Agent or such Lender applies to maintain the confidentiality of its own confidential information) to maintain as confidential all information provided to them by any Loan Party and designated as confidential, except that the Administrative Agent and each Lender may disclose such information (a) to Persons employed or engaged by the Administrative Agent or such Lender in evaluating, approving, structuring or administering the Loans and the Commitments; (b) to any assignee or participant or potential assignee or participant that has agreed to comply with the covenant contained in this Section 15.9 (and any such assignee or participant or potential assignee or participant may disclose such information to Persons employed or engaged by them as described in clause (a) above); (c) as required or requested by any federal or state regulatory authority or examiner, or any insurance industry association, or as reasonably believed by the Administrative Agent or such Lender to be compelled by any court decree, subpoena or legal or administrative order or process; (d) as, on the advice of the Administrative Agent’s or such Lender’s counsel, is required by law; (e) in connection with the exercise of any right or remedy under the Loan Documents or in connection with any litigation to which the Administrative Agent or such Lender is a party; (f) to any nationally recognized rating agency that requires access to information about a Lender’s investment portfolio in connection with ratings issued with respect to such Lender; (g) to any Affiliate of the Administrative Agent, the Issuing Lender or any other Lender who may provide Bank Products to the Loan Parties; or (h) that ceases to be confidential through no fault of the Administrative Agent or any Lender. Notwithstanding the foregoing, the Company consents to the publication by the Administrative Agent or any Lender of a tombstone or similar advertising material relating to the financing transactions contemplated by this Agreement, and the Administrative Agent reserves the right to provide to industry trade organizations information necessary and customary for inclusion in league table measurements.

15.10Severability.Whenever possible each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement shall be prohibited by or invalid under applicable law, such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Agreement. All obligations of the Company and rights of the Administrative Agent and the Lenders expressed herein or in any other Loan Document shall be in addition to and not in limitation of those provided by applicable law.

15.11Nature of Remedies.All Obligations of the Company and rights of the Administrative Agent and the Lenders expressed herein or in any other Loan Document shall be in addition to and not in limitation of those provided by applicable law. No failure to exercise and no delay in exercising, on the part of the Administrative Agent or any Lender, any right, remedy, power or privilege hereunder, shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.

15.12Entire Agreement.This Agreement, together with the other Loan Documents, embodies the entire agreement and understanding among the parties hereto and supersedes all prior or contemporaneous agreements and understandings of such Persons, verbal or written, relating to the subject matter hereof and thereof (except as relates to the fees described in Section

78

5.3) and any prior arrangements made with respect to the payment by the Company of (or any indemnification for) any fees, costs or expenses payable to or incurred (or to be incurred) by or on behalf of the Administrative Agent or the Lenders.

15.13Counterparts.This Agreement may be executed in any number of counterparts and by the different parties hereto on separate counterparts and each such counterpart shall be deemed to be an original, but all such counterparts shall together constitute but one and the same Agreement. Receipt of an executed signature page to this Agreement by facsimile or other electronic transmission shall constitute effective delivery thereof. Electronic records of executed Loan Documents maintained by the Lenders shall deemed to be originals.

15.14Successors and Assigns.This Agreement shall be binding upon the Company, the Lenders and the Administrative Agent and their respective successors and assigns, and shall inure to the benefit of the Company, the Lenders and the Administrative Agent and the successors and assigns of the Lenders and the Administrative Agent. No other Person shall be a direct or indirect legal beneficiary of, or have any direct or indirect cause of action or claim in connection with, this Agreement or any of the other Loan Documents. The Company may not assign or transfer any of its rights or Obligations under this Agreement without the prior written consent of the Administrative Agent and each Lender.

15.15Captions.Section captions used in this Agreement are for convenience only and shall not affect the construction of this Agreement.

15.16Customer Identification - USA Patriot Act Notice.Each Lender and LaSalle (for itself and not on behalf of any other party) hereby notifies the Loan Parties that, pursuant to the requirements of the USA Patriot Act, Title III of Pub. L. 107-56, signed into law October 26, 2001 (the “Act”), it is required to obtain, verify and record information that identifies the Loan Parties, which information includes the name and address of the Loan Parties and other information that will allow such Lender or LaSalle, as applicable, to identify the Loan Parties in accordance with the Act.

15.17INDEMNIFICATION BY THE COMPANY.IN CONSIDERATION OF THE EXECUTION AND DELIVERY OF THIS AGREEMENT BY THE ADMINISTRATIVE AGENT AND THE LENDERS AND THE AGREEMENT TO EXTEND THE COMMITMENTS PROVIDED HEREUNDER, THE COMPANY HEREBY AGREES TO INDEMNIFY, EXONERATE AND HOLD THE ADMINISTRATIVE AGENT, EACH LENDER AND EACH OF THE OFFICERS, DIRECTORS, EMPLOYEES, AFFILIATES AND AGENTS OF THE ADMINISTRATIVE AGENT AND EACH LENDER (EACH A “LENDER PARTY”) FREE AND HARMLESS FROM AND AGAINST ANY AND ALL ACTIONS, CAUSES OF ACTION, SUITS, LOSSES, LIABILITIES, DAMAGES AND EXPENSES, INCLUDING ATTORNEY COSTS (COLLECTIVELY, THE “INDEMNIFIED LIABILITIES”), INCURRED BY THE LENDER PARTIES OR ANY OF THEM AS A RESULT OF, OR ARISING OUT OF, OR RELATING TO (A) ANY TENDER OFFER, MERGER, PURCHASE OF CAPITAL SECURITIES, PURCHASE OF ASSETS

79

(INCLUDING THE RELATED TRANSACTIONS) OR OTHER SIMILAR TRANSACTION FINANCED OR PROPOSED TO BE FINANCED IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, WITH THE PROCEEDS OF ANY OF THE LOANS, (B) THE USE, HANDLING, RELEASE, EMISSION, DISCHARGE, TRANSPORTATION, STORAGE, TREATMENT OR DISPOSAL OF ANY HAZARDOUS SUBSTANCE AT ANY PROPERTY OWNED OR LEASED BY ANY LOAN PARTY, (C) ANY VIOLATION OF ANY ENVIRONMENTAL LAWS WITH RESPECT TO CONDITIONS AT ANY PROPERTY OWNED OR LEASED BY ANY LOAN PARTY OR THE OPERATIONS CONDUCTED THEREON, (D) THE INVESTIGATION, CLEANUP OR REMEDIATION OF OFFSITE LOCATIONS AT WHICH ANY LOAN PARTY OR THEIR RESPECTIVE PREDECESSORS ARE ALLEGED TO HAVE DIRECTLY OR INDIRECTLY DISPOSED OF HAZARDOUS SUBSTANCES OR (E) THE EXECUTION, DELIVERY, PERFORMANCE OR ENFORCEMENT OF THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT BY ANY OF THE LENDER PARTIES, EXCEPT FOR ANY SUCH INDEMNIFIED LIABILITIES ARISING ON ACCOUNT OF THE APPLICABLE LENDER PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT AS DETERMINED BY A FINAL, NONAPPEALABLE JUDGMENT BY A COURT OF COMPETENT JURISDICTION. IF AND TO THE EXTENT THAT THE FOREGOING UNDERTAKING MAY BE UNENFORCEABLE FOR ANY REASON, THE COMPANY HEREBY AGREES TO MAKE THE MAXIMUM CONTRIBUTION TO THE PAYMENT AND SATISFACTION OF EACH OF THE INDEMNIFIED LIABILITIES WHICH IS PERMISSIBLE UNDER APPLICABLE LAW. ALL OBLIGATIONS PROVIDED FOR IN THIS SECTION 15.17 SHALL SURVIVE REPAYMENT OF THE LOANS, CANCELLATION OF THE NOTES, EXPIRATION OR TERMINATION OF THE LETTERS OF CREDIT, ANY FORECLOSURE UNDER, OR ANY MODIFICATION, RELEASE OR DISCHARGE OF, ANY OR ALL OF THE COLLATERAL DOCUMENTS AND TERMINATION OF THIS AGREEMENT.

15.18Nonliability of Lenders.The relationship between the Company on the one hand and the Lenders and the Administrative Agent on the other hand shall be solely that of borrower and lender. Neither the Administrative Agent nor any Lender has any fiduciary relationship with or duty to any Loan Party arising out of or in connection with this Agreement or any of the other Loan Documents, and the relationship between the Loan Parties, on the one hand, and the Administrative Agent and the Lenders, on the other hand, in connection herewith or therewith is solely that of debtor and creditor. Neither the Administrative Agent nor any Lender undertakes any responsibility to any Loan Party to review or inform any Loan Party of any matter in connection with any phase of any Loan Party’s business or operations. The Company agrees, on behalf of itself and each other Loan Party, that neither the Administrative Agent nor any Lender shall have liability to any Loan Party (whether sounding in tort, contract or otherwise) for losses suffered by any Loan Party in connection with, arising out of, or in any way related to the transactions contemplated and the relationship established by the Loan Documents, or any act, omission or event occurring in connection therewith, unless it is determined in a final non-appealable judgment by a court of competent jurisdiction that such losses resulted from the gross negligence or willful misconduct of the party from which recovery is sought. NO LENDER

80

PARTY SHALL BE LIABLE FOR ANY DAMAGES ARISING FROM THE USE BY OTHERS OF ANY INFORMATION OR OTHER MATERIALS OBTAINED THROUGH INTRALINKS OR OTHER SIMILAR INFORMATION TRANSMISSION SYSTEMS IN CONNECTION WITH THIS AGREEMENT, NOR SHALL ANY LENDER PARTY HAVE ANY LIABILITY WITH RESPECT TO, AND THE COMPANY ON BEHALF OF ITSELF AND EACH OTHER LOAN PARTY, HEREBY WAIVES, RELEASES AND AGREES NOT TO SUE FOR ANY SPECIAL, PUNITIVE, EXEMPLARY, INDIRECT OR CONSEQUENTIAL DAMAGES RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR ARISING OUT OF ITS ACTIVITIES IN CONNECTION HEREWITH OR THEREWITH (WHETHER BEFORE OR AFTER THE CLOSING DATE). The Company acknowledges that it has been advised by counsel in the negotiation, execution and delivery of this Agreement and the other Loan Documents to which it is a party. No joint venture is created hereby or by the other Loan Documents or otherwise exists by virtue of the transactions contemplated hereby among the Lenders or among the Loan Parties and the Lenders.

15.19FORUM SELECTION AND CONSENT TO JURISDICTION.ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, SHALL BE BROUGHT AND MAINTAINED EXCLUSIVELY IN THE COURTS OF THE STATE OF ILLINOIS OR IN THE UNITED STATES DISTRICT COURT FOR THE NORTHERN DISTRICT OF ILLINOIS; PROVIDED THAT NOTHING IN THIS AGREEMENT SHALL BE DEEMED OR OPERATE TO PRECLUDE THE ADMINISTRATIVE AGENT FROM BRINGING SUIT OR TAKING OTHER LEGAL ACTION IN ANY OTHER JURISDICTION. THE COMPANY HEREBY EXPRESSLY AND IRREVOCABLY SUBMITS TO THE JURISDICTION OF THE COURTS OF THE STATE OF ILLINOIS AND OF THE UNITED STATES DISTRICT COURT FOR THE NORTHERN DISTRICT OF ILLINOIS FOR THE PURPOSE OF ANY SUCH LITIGATION AS SET FORTH ABOVE. THE COMPANY FURTHER IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS BY REGISTERED MAIL, POSTAGE PREPAID, OR BY PERSONAL SERVICE WITHIN OR WITHOUT THE STATE OF ILLINOIS. THE COMPANY HEREBY EXPRESSLY AND IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY SUCH LITIGATION BROUGHT IN ANY SUCH COURT REFERRED TO ABOVE AND ANY CLAIM THAT ANY SUCH LITIGATION HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.

15.20WAIVER OF JURY TRIAL.EACH OF THE COMPANY, THE ADMINISTRATIVE AGENT AND EACH LENDER HEREBY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING TO ENFORCE OR DEFEND ANY RIGHTS UNDER THIS AGREEMENT, ANY NOTE, ANY OTHER LOAN DOCUMENT AND ANY AMENDMENT, INSTRUMENT, DOCUMENT OR AGREEMENT DELIVERED OR WHICH MAY IN THE FUTURE BE DELIVERED IN CONNECTION HEREWITH OR THEREWITH OR ARISING FROM ANY LENDING

81

RELATIONSHIP EXISTING IN CONNECTION WITH ANY OF THE FOREGOING, AND AGREES THAT ANY SUCH ACTION OR PROCEEDING SHALL BE TRIED BEFORE A COURT AND NOT BEFORE A JURY.

[Signature Pages Follow]

82

The parties hereto have caused this Agreement to be duly executed and delivered by their duly authorized officers as of the date first set forth above.

KAPSTONE KRAFT PAPER CORPORATION
By:	/s/ Matthew Kaplan
Title:	President

[Signature Page to the Credit Agreement]

LASALLE BANK NATIONAL ASSOCIATION,
as Administrative Agent, as Swing Line Lender, as
Issuing Lender and as a Lender
By:	/s/ Manas Athanikar
Title:	Assistant Vice President

[Signature Page to the Credit Agreement]

BANK OF AMERICA, N.A., as a Lender
By:	/s/ Charles R. Dickerson
Title:	Managing Director

ALLIED IRISH BANKS, P.L.C., as a Lender
By:	/s/ Shreya Shah
Title:	Vice President

REGIONS BANK, as a Lender
By:	/s/ Wendy B. Nelson
Title:	Attorney-in-Fact

[Signature Page to the Credit Agreement]

ANNEX A

LENDERS AND PRO RATA SHARES

Lender	Revolving Commitment Amount			Pro Rata Share*		Term Loan Commitment		Pro Rata Share*
LaSalle Bank National Association	$		**		%	$			%
Regions Bank	$				%	$			%
Bank of America, N.A.	$				%	$			%
Allied Irish Banks, p.l.c.	$				%	$			%
TOTALS	$	35,000,000		100	%	$	60,000,000	100	%

*Carry out to nine decimal places.

**Includes Swing Line Commitment Amount of $5,000,000.

Annex A-1

ANNEX B

ADDRESSES FOR NOTICES

KAPSTONE KRAFT PAPER CORPORATION

One Northfield Plaza
Suite 480
Northfield, IL 60093
Attention:  Roger Stone

Telephone: 847-441-0929

Facsimile: 847-441-8267

LASALLE BANK NATIONAL ASSOCIATION, as Administrative Agent, Issuing Lender and a Lender

Notices of Borrowing , Conversion, Continuation and Letter of Credit Issuance

135 South LaSalle Street
Chicago, Illinois 60603
Attention:  Damatria Gilbert
Telephone: (312) 904-8277
Facsimile:  (312) 821-8710

All Other Notices

135 South LaSalle Street
Chicago, Illinois 60603
Attention:  Manas Athanikar
Telephone: (312) 904-2609
Facsimile:  (312) 904-5483

Annex B-1

EXHIBIT A-1

FORM OF

[REVOLVING] [TERM] NOTE

_______,_______

$__________________ Chicago, Illinois

The undersigned, for value received, promises to pay to the order of ______________ (the “Lender”) at the principal office of LaSalle Bank National Association (the “Administrative Agent”) in Chicago, Illinois the aggregate unpaid amount of all [Revolving] [Term] Loans made to the undersigned by the Lender pursuant to the Credit Agreement referred to below (as shown on the schedule attached hereto (and any continuation thereof) or in the records of the Lender), such principal amount to be payable on the dates set forth in the Credit Agreement.

The undersigned further promises to pay interest on the unpaid principal amount of each [Revolving] [Term] Loan from the date of such Loan until such Loan is paid in full, payable at the rate(s) and at the time(s) set forth in the Credit Agreement.  Payments of both principal and interest are to be made in lawful money of the United States of America.

This Note evidences indebtedness incurred under, and is subject to the terms and provisions of, the Credit Agreement, dated as of January 2, 2007 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”; terms not otherwise defined herein are used herein as defined in the Credit Agreement), among the undersigned, certain financial institutions (including the Lender) and the Administrative Agent, to which Credit Agreement reference is hereby made for a statement of the terms and provisions under which this Note may or must be paid prior to its due date or its due date accelerated.

This Note is made under and governed by the laws of the State of Illinois applicable to contracts made and to be performed entirely within such State.

KAPSTONE KRAFT PAPER CORPORATION

By:

Title:

Exhibit A-1

EXHIBIT B

FORM OF COMPLIANCE CERTIFICATE

To:          LaSalle Bank National Association, as Administrative Agent

Please refer to the Credit Agreement dated as of January 2, 2007 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”) among Kapstone Kraft Paper Corporation (the “Company”), various financial institutions and LaSalle Bank National Association, as Administrative Agent.  Terms used but not otherwise defined herein are used herein as defined in the Credit Agreement.

I.                Reports.  Enclosed herewith is a copy of the [annual audited/quarterly/monthly] report of the Company as at                      ,            (the “Computation Date”), which report fairly presents in all material respects the financial condition and results of operations [(subject to the absence of footnotes and to normal year-end adjustments)] of the Company as of the Computation Date and has been prepared in accordance with GAAP consistently applied.

II.                Financial Tests.  The Company hereby certifies and warrants to you that the following is a true and correct computation as at the Computation Date of the following ratios and/or financial restrictions contained in the Credit Agreement:

[REVISE AS APPROPRIATE]

A.            Section 11.14.1 - Minimum EBITDA
1.             Consolidated Net Income	$________
2.             Plus:       Interest Expense	$________
income tax expense	$________
depreciation	$________
amortization	$________
3.             Total (EBITDA)	$________
2.             Minimum required $________	$________
B.            Section 11.14.2 - Minimum Fixed Charge Coverage Ratio
1.             EBITDA	$________
2.             Income taxes paid	$________
3.             Unfinanced Capital Expenditures	$________
4.             Sum of (2) and (3)	$________
5.             Remainder of (1) minus (4)	$________

Exhibit B-1

6.             Cash Interest Expense	$________
7.             Required payments of principal of Funded Debt (including                 Term Loans but excluding Revolving Loans and Parent                 Revolving Debt)	$________
8.             Sum of (6) and (7)	$________
9.             Ratio of (5) to (8)	____ to 1
10.           Minimum Required	____ to 1
C.            Section 11.14.3 - Maximum Total Debt to EBITDA Ratio
1.             Total Debt	$________
2.             EBITDA (from Item A(3) above)	$________
3.             Ratio of (1) to (2)	____ to 1
4.             Maximum allowed	____ to 1
D.            Section 11.14.4 - Capital Expenditures
1.             Capital Expenditures for the Fiscal Year	$________
2.             Maximum Permitted Capital Expenditures	$________

The Company further certifies to you that no Event of Default or Unmatured Event of Default has occurred and is continuing.

Exhibit B-2

                The Company has caused this Certificate to be executed and delivered by its duly authorized officer on                 ,          .

KAPSTONE KRAFT PAPER CORPORATION

By:                                                                                                       

Title:                                                                                                    

Exhibit B-3

EXHIBIT C

FORM OF BORROWING BASE CERTIFICATE

To:          LaSalle Bank National Association, as Administrative Agent

Please refer to the Credit Agreement dated as of January 2, 2007 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”) among Kapstone Kraft Paper Corporation (the “Company”), various financial institutions and LaSalle Bank National Association, as Administrative Agent.  This certificate (this “Certificate”), together with supporting calculations attached hereto, is delivered to you pursuant to the terms of the Credit Agreement.  Capitalized terms used but not otherwise defined herein shall have the same meanings herein as in the Credit Agreement.

The Company hereby certifies and warrants to the Administrative Agent and the Lenders that at the close of business on                     ,            (the “Calculation Date”), the Borrowing Base was $                    , computed as set forth on the schedule attached hereto.

The Company has caused this Certificate to be executed and delivered by its officer thereunto duly authorized on                     ,           .

KAPSTONE KRAFT PAPER CORPORATION

By:                                                                                                       

Title:                                                                                                    

Exhibit C-1

SCHEDULE TO BORROWING BASE CERTIFICATE

Dated as of [                    ]

Exhibit C-2

EXHIBIT D

FORM OF

ASSIGNMENT AGREEMENT

Date:_________________

To:          Kapstone Kraft Paper Corporation

and

LaSalle Bank National Association, as Administrative Agent

Re:          Assignment under the Credit Agreement referred to below

Gentlemen and Ladies:

Please refer to Section 15.6.1 of the Credit Agreement dated as of January 2, 2007 (as amended or otherwise modified from time to time, the “Credit Agreement”) among Kapstone Kraft Paper Corporation (the “Company”), various financial institutions and LaSalle Bank National Association, as administrative agent (in such capacity, the “Administrative Agent”).  Unless otherwise defined herein or the context otherwise requires, terms used herein have the meanings provided in the Credit Agreement.

                     (the “Assignor”) hereby sells and assigns, without recourse, to (the “Assignee”), and the Assignee hereby purchases and assumes from the Assignor, that interest in and to the Assignor’s rights and obligations under the Credit Agreement as of the date hereof equal to           % of all of the Loans, of the participation interests in the Letters of Credit and of the Commitments, such sale, purchase, assignment and assumption to be effective as of                     ,                     , or such later date on which the Company and the Administrative Agent shall have consented hereto (the “Effective Date”).  After giving effect to such sale, purchase, assignment and assumption, the Assignee’s and the Assignor’s respective Percentages for purposes of the Credit Agreement will be as set forth opposite their names on the signature pages hereof.

The Assignor hereby instructs the Administrative Agent to make all payments from and after the Effective Date in respect of the interest assigned hereby directly to the Assignee.  The Assignor and the Assignee agree that all interest and fees accrued up to, but not including, the Effective Date are the property of the Assignor, and not the Assignee.  The Assignee agrees that, upon receipt of any such interest or fees, the Assignee will promptly remit the same to the Assignor.

The Assignor represents and warrants that it is the legal and beneficial owner of the interest being assigned by it hereunder and that such interest is free and clear of any adverse claim.

Exhibit D-1

The Assignee represents and warrants to the Company and the Administrative Agent that, as of the date hereof, the Company will not be obligated to pay any greater amount under Section 7.6 or 8 of the Credit Agreement than the Company is obligated to pay to the Assignor under such Section.  [The Assignee has delivered, or is delivering concurrently herewith, to the Company and the Administrative Agent the forms required by Section 7.6 of the Credit Agreement.] [INSERT IF ASSIGNEE IS ORGANIZED UNDER THE LAWS OF A JURISDICTION OTHER THAN THE UNITED STATES OF AMERICA OR A STATE THEREOF.]  The Assignee shall pay the fee payable to the Administrative Agent pursuant to Section 15.6.1.

The Assignee hereby confirms that it has received a copy of the Credit Agreement.  Except as otherwise provided in the Credit Agreement, effective as of the Effective Date:

(a)the Assignee (i) shall be deemed automatically to have become a party to the Credit Agreement and to have all the rights and obligations of a “Lender” under the Credit Agreement as if it were an original signatory thereto to the extent specified in the second paragraph hereof; and (ii) agrees to be bound by the terms and conditions set forth in the Credit Agreement as if it were an original signatory thereto; and

(b)the Assignor shall be released from its obligations under the Credit Agreement to the extent specified in the second paragraph hereof.

The Assignee hereby advises each of you of the following administrative details with respect to the assigned Loans and Commitment:

(A)          Institution Name:

Address:

Attention:

Telephone:

Facsimile:

(B)           Payment Instructions:

This Assignment shall be governed by and construed in accordance with the laws of the State of Illinois

Please evidence your receipt hereof and your consent to the sale, assignment, purchase and assumption set forth herein by signing and returning counterparts hereof to the Assignor and the Assignee.

Exhibit D-2

Percentage =       %	[ASSIGNEE]
	By:
	Title:
Adjusted Percentage =       %	[ASSIGNOR]
	By:
	Title:

ACKNOWLEDGED AND CONSENTED TO

this ____ day of ________, ____

LASALLE BANK NATIONAL ASSOCIATION, as Administrative Agent

By:                                                                                 

Title:                                                                              

ACKNOWLEDGED AND CONSENTED TO

this ____ day of ____________

KAPSTONE KRAFT PAPER CORPORATION

By:                                                                                 

Title:                                                                              

Exhibit D-3

EXHIBIT E

FORM OF NOTICE OF BORROWING

To:          LaSalle Bank National Association, as Administrative Agent

Please refer to the Credit Agreement dated as of January 2, 2007 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”) among Kapstone Kraft Paper Corporation (the “Company”), various financial institutions and LaSalle Bank National Association, as Administrative Agent.  Terms used but not otherwise defined herein are used herein as defined in the Credit Agreement.

The undersigned hereby gives irrevocable notice, pursuant to Section 2.2.2 of the Credit Agreement, of a request hereby for a borrowing as follows:

(i)            The requested borrowing date for the proposed borrowing (which is a Business Day) is                     ,         .

(ii)           The aggregate amount of the proposed borrowing is $                    .

(iii)          The type of Revolving Loans comprising the proposed borrowing are [Base Rate] [LIBOR] Loans.

(iv)          The duration of the Interest Period for each LIBOR Loan made as part of the proposed borrowing, if applicable, is    months (which shall be 1, 2, 3 or 6 months).

The undersigned hereby certifies that on the date hereof and on the date of borrowing set forth above, and immediately after giving effect to the borrowing requested hereby: (i) there exists and there shall exist no Unmatured Event of Default or Event of Default under the Credit Agreement; and (ii) each of the representations and warranties contained in the Credit Agreement and the other Loan Documents is true and correct as of the date hereof, except to the extent that such representation or warranty expressly relates to another date and except for changes therein expressly permitted or expressly contemplated by the Credit Agreement.

The Company has caused this Notice of Borrowing to be executed and delivered by its officer thereunto duly authorized on                     ,           .

KAPSTONE KRAFT PAPER CORPORATION

By:                                                                                                       

Title:                                                                                                    

Exhibit E-1

EXHIBIT F

FORM OF NOTICE OF CONVERSION/CONTINUATION

To:          LaSalle Bank National Association, as Administrative Agent

Please refer to the Credit Agreement dated as of [                    , 2006] (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”) among Kapstone Kraft Paper Corporation (the “Company”), various financial institutions and LaSalle Bank National Association, as Administrative Agent.  Terms used but not otherwise defined herein are used herein as defined in the Credit Agreement.

The undersigned hereby gives irrevocable notice, pursuant to Section 2.2.3 of the Credit Agreement, of its request to:

(a)           on [    date    ] convert $[                    ]of the aggregate outstanding principal amount of the [                    ] Loan, bearing interest at the [                    ] Rate, into a(n) [                    ] Loan [and, in the case of a LIBOR Loan, having an Interest Period of [                    ] month(s)];

[(b)          on [    date    ] continue $[                    ]of the aggregate outstanding principal amount of the [                    ] Loan, bearing interest at the LIBOR Rate, as a LIBOR Loan having an Interest Period of [                    ] month(s)].

The undersigned hereby represents and warrants that all of the conditions contained in Section 12.2 of the Credit Agreement have been satisfied on and as of the date hereof, and will continue to be satisfied on and as of the date of the conversion/continuation requested hereby, before and after giving effect thereto.

The Company has caused this Notice of Conversion/Continuation to be executed and delivered by its officer thereunto duly authorized on                     ,           .

KAPSTONE KRAFT PAPER CORPORATION

By:                                                                                                       

Title:                                                                                                    

Exhibit F-1

EX-10.10

Exhibit 10.10

FORM OF

AGREEMENT

FOR THE PROVISION OF TRANSITION SERVICES

BY AND AMONG

INTERNATIONAL PAPER COMPANY

AND

KAPSTONE KRAFT PAPER COMPANY

Dated as of January 1, 2007

AGREEMENT FOR THE PROVISION OF TRANSITION SERVICES

THIS AGREEMENT (this “Agreement”), effective as of 12.01 am on January 1,  2007 (the “Effective Date”), by and among International Paper Company, a New York corporation (the “Seller”) and Kapstone Kraft Paper Corporation, a Delaware corporation (“Buyer”). Buyer is referred to herein as the “Service Receiver,” and Seller is referred to herein as the “Service Provider.”

WHEREAS, the Service Provider and the Service Receiver are parties to that certain Agreement of Purchase and Sale dated as of June 23, 2006 (the “Purchase Agreement”), pursuant to which the Buyer purchased from the Seller certain Assets related to the Business (as both Assets and Business are defined in the Purchase Agreement);

WHEREAS, this Agreement is the Transition Services Agreement referred to in Section  1.5(s) of the Purchase Agreement; and

NOW, THEREFORE, in consideration of the foregoing and the respective warranties, covenants and agreements hereinafter set forth, and intending to be legally bound hereby, the parties hereto agree as follows:

Section 1.Definitions

In this Agreement, the following terms shall have the following meanings.

“EDS Letter of Intent” means the Letter of Intent to be entered into at the Closing by the Service Receiver and Electronic Data Systems Corporation and EDS Information Services LLC, a form of which is attached hereto as Exhibit A.

“SAP Transitional Services Agreement” means the Transitional Services Agreement to be entered into at the Closing by the Service Provider, the Service Receiver and SAP America, Inc., a form of which is attached hereto as Exhibit B.

“Service Receiver Data” means all the data provided by the Service Receiver or created by the Service Provider solely on behalf of the Service Receiver that is used by the Service Provider solely in relation to the provision of the Services including, without limitation, employee information, customer information, product details and pricing information.

“Services” means any of the services set forth in the Schedules attached hereto.

“Term” means, with respect to each of the Services, the period of time beginning on the Closing Date and expiring on the date set forth in the applicable Schedule.

“User Access Agreement” means a User Access Agreement, a form of which is attached hereto as Exhibit C, to be entered into by each employee of the Service Receiver who will have access to certain of the Service Provider’s applications that are designated by the Service

1

Provider (including, but not limited to, TRAMS, the Wood Procurement System, and CBOPS) for the benefit of the Service Provider.

All terms not otherwise defined herein shall have the meaning ascribed to such terms in the Purchase Agreement.

Section 2.Services

(a)Commencing on the Closing Date and continuing throughout the respective Terms, the Service Provider shall provide to the Service Receiver, in connection with the Service Receiver’s operation of the Business, the Services set forth on Schedules attached hereto, in each case subject to the terms and conditions set forth herein. The Services shall be performed by Service Provider with substantially the same degree of care, skill, prudence, quality and efficiency for comparable services performed for the Business when it was owned by the Service Provider.  The Services shall also be substantially equivalent in nature, scope, volume and quality as provided for the Business in the ordinary course in the six (6) months immediately prior to Closing.  Systems (as defined in Section 15) will be operated as is and maintenance will be limited to break/fix.  Any Enhancements (defined below) to the Systems will be dealt with on a case by case basis and will require the Service Receiver to provide a written description of the Enhancement, project plan, deliverables, staffing and cost estimates.  Such a description will be reviewed by the Project Manager appointed by Service Provider as set forth in Section 4 herein, and such Project Manager will determine whether any work will be performed.  The Service Provider will bill such services in respect to the Systems at a cost of $      per hour.  In addition, Service Receiver shall reimburse Service Provider for all reasonable out-of-pocket expenses incurred by Service Provider in connection therewith.  For purposes of this agreement, “Enhancement(s)” shall mean any new improvements, modifications, releases, updates, upgrades and versions of the Systems.

(b)The Service Receiver understands that the Services provided hereunder are transitional in nature and are furnished by the Service Provider for the purpose of facilitating the transactions contemplated by the Purchase Agreement. The Service Receiver further understands that the Service Provider is not in the business of providing Services to third parties and will not provide the Services beyond the applicable Term.  In the event that Service Provider, in its discretion, requires additional resources in order to perform its obligations hereunder, the Service Provider may engage such resources at the Service Receiver’s sole cost and expense upon Service Receiver’s consent, which shall not be unreasonably withheld.  The Service Receiver agrees to transition to its own internal organization or other third party service providers the provision of each of the Services as promptly as reasonably practicable, but in no case later than the expiration of the applicable Term.  Service Provider shall reasonably cooperate with any third party service providers for the transition of the Services.

(c)The Service Receiver understands that certain Services will be provided to it by the Service Provider pursuant to agreements between the Service Provider and various vendors.  Service Provider shall promptly notify Service Receiver of the vendors and the Services that will be provided by such vendors in writing.  The Service Receiver will cooperate with any third party providing Services on behalf of the Service Provider in order to facilitate the provision and receipt of such Services.  The Service Receiver acknowledges that such Services

2

are dependent on such cooperation, and that its failure to so cooperate shall relieve the Service Provider of its obligation to provide the related Services to the extent such failure renders such provision impractical or impossible.

(d)The Service Receiver will use commercially reasonable efforts to provide information, including the Service Receiver Data, and documentation necessary for the Service Provider to provide the Services in accordance with the standards set forth in Section 2(a).  The Service Receiver will provide such information and documentation in the format Service Receiver currently has such information and documentation or as otherwise agreed by the parties.  The Service Receiver acknowledges that certain Services are dependent upon such information and documentation, and that its failure to provide such information and documentation as set forth herein shall relieve the Service Provider of its obligation to provide the related Services to the extent such failure renders such provision impractical or impossible.  The Service Provider shall assist the Service Receiver in identifying which types of Service Receiver Data are required for the provision of Services.

(e)The Service Receiver will reasonably cooperate with the Service Provider in order to facilitate the provision and receipt of the Services.  The Service Receiver acknowledges that such Services are dependent on such cooperation, and that its failure to so cooperate shall relieve the Service Provider of its obligation to provide the related Services to the extent such failure renders such provision impractical or impossible.  The Service Receiver will comply with all applicable policies and procedures of the Service Provider provided to the Service Receiver in connection with its receipt of the Services.  Without the prior written consent of the Service Provider, the Service Receiver will not allow any third parties access to Service Provider’s network including, but not limited to, WAN or Internet connectivity, during the term of this Agreement.

Section 3.Payment

(a)In consideration for the provision of Services by the Service Provider, the Service Receiver agrees to pay to the Service Provider those amounts determined in accordance with the rates and charges set forth in the applicable Schedule attached hereto. In addition, the Service Receiver shall pay the Service Provider all incidental costs and expenses reasonably incurred by the Service Provider in providing the Services including, but not limited to, air fare (coach class), lodging, meals, mileage, parking and ground transportation, in each case in accordance with the Service Provider’s standard policies with respect to such incidental costs and expenses. Notwithstanding the above, the Service Provider shall have the option to increase the charges for any Service provided to the Service Receiver (i) at any time it increases the charges to its own business units for substantially the same service; provided, however, that any increases in charges for such Services shall be limited to the average increases in rates charged for substantially the same services to the Service Provider’s business units; provided, further such increase shall not exceed      % or (ii) if the Service is provided pursuant to an agreement between the Service Provider and a third party, and the third party increases its charges under such agreement.

(b)Within twenty-one (21) days of the last day of each calendar month, the Service Provider shall provide to the Service Receiver an invoice for the preceding month’s

3

Services, which shall include (i) the Services provided by the Service Provider to the Service Receiver for such month in accordance with the Schedules, (ii) the charges for such Services, (iii) a list of the actual costs and expenses incurred by the Service Provider for such month, and (iv) reasonable documentation verifying the actual expenses in addition to the rates and charges set forth in the Schedules attached hereto.  The amount stated in such invoices shall be paid by the Service Receiver in full within thirty (30) days of the invoices being issued to an account designated by the Service Provider.

(c)Without prejudice to the Service Provider’s other rights and remedies, where any sum remains unpaid five (5) days after the applicable due date, it shall carry interest, which shall accrue daily, from the due date until the date of actual payment, at an annual interest rate of nine percent (9%).

(d)All payments due to the Service Provider under this Agreement shall be exclusive of any sales tax or other applicable similar tax or levy, which shall be payable by the Service Receiver except for any taxes based on Service Provider’s net income.

(e)The Service Receiver shall pay all amounts due under this Agreement free of any set-off, deduction or withholding.

(f)In the event of any material service interruption, whether or not scheduled, or any other disputed invoiced amount, Service Provider and Service Receiver agree to negotiate in good faith to adjust the relevant charges for the applicable Services or other costs if and to the extent appropriate.

Section 4.Project Managers

The Service Provider and the Service Receiver shall each appoint a person to act as its project manager (each, a “Project Manager”) to deal with issues arising out of the performance of this Agreement, and to facilitate orderly provision and receipt of the Services. Initially, the Project Manager for the Service Provider shall be Dennis Schroeder, and the Project Manager for the Service Receiver shall be Danny Tomlinson.  Each party agrees to provide reasonable access (in person, by telephone or electronically via e-mail) during normal business hours to its Project Manager for problem resolution.

Section 5.Dispute Resolution

(a)In the event of any dispute, controversy or claim arising out of or relating to this Agreement, or the breach, termination or validity thereof, including the dispute of any fees or any claim by a party that the other party has breached the terms hereof (each, a “Dispute”), the Project Managers shall meet (by telephone or in person) no later than two (2) business days after receipt of notice by either party of a request for resolution of a Dispute.  The Project Managers shall enter into negotiations aimed at resolving any such Dispute.  If the Project Managers are unable to reach a mutually satisfactory resolution of the Dispute within ten (10) business days after receipt of notice of the Dispute, the Dispute shall be referred to an Executive Committee (the “Executive Committee”) comprised of at least one member of the senior management of each party.  The initial members of the Executive Committee, including relevant contact information, are set forth on Schedule IX, and either party may replace its Executive

4

Committee members at any time with other members of similar seniority by providing notice in accordance with Section 13.  The Executive Committee will meet (by telephone or in person) during the next ten (10) business days and attempt to resolve the Dispute.  In the event that the Executive Committee is unable to resolve the Dispute, the Dispute shall be referred to arbitration as set forth in Section 5(b).

(b)Any Dispute that cannot be resolved by the Executive Committee shall be settled exclusively by arbitration before a single arbitrator (“Arbitrator”), in accordance with this Section 5(b) and the Commercial Arbitration Rules and Expedited Procedures of the American Arbitration Association (“AAA”) then in effect (the “Rules”).  Judgment upon any award rendered by the Arbitrator may be entered by any state or federal court having jurisdiction thereof.  Such arbitration shall be administered by the AAA and shall be the exclusive remedy for determining any such Dispute, regardless of its nature.

(i)If the parties are unable to agree upon an arbitrator, within fifteen (15) days of receipt by respondent of the demand for arbitration, the parties shall select a single arbitrator from a list of nine (9) arbitrator-candidates selected by the AAA.  Any arbitrator-candidate proposed by the AAA shall be an attorney (or retired judge) admitted to practice for at least fifteen (15) years, with significant experience as an arbitrator of large commercial cases.  If the parties are unable to agree upon an arbitrator from the list so drawn within fifteen (15) days of receipt thereof, then the parties shall each have the opportunity to strike up to three (3) names from the list without cause, to rank the remaining names in order of preference in accordance with the Rules, and to simultaneously return the list to the AAA within twenty (20) days of the transmittal date (or on such date as directed by the AAA).  If a party does not return the list within the time specified, all persons named therein shall be considered acceptable.  Of the arbitrator-candidates remaining on the list and in accordance with the designated order of mutual preference, the AAA shall invite the acceptance of an arbitrator to serve.  If for any reason none of the arbitrators remaining on the list are available to serve, the parties shall repeat the striking and ranking process with a new list supplied by the AAA until an Arbitrator is selected.

(ii)Consistent with the expedited nature of arbitration, the parties shall be entitled to reasonable discovery subject to the discretion of the Arbitrator.  The Arbitrator may, upon an appropriate motion, dismiss any claim without an evidentiary hearing if the party bringing the motion establishes that it would be entitled to summary judgment if the matter had been pursued in court litigation.  In the event of a conflict between the applicable rules of the AAA and the provisions of this Section 5(b)(ii), the provisions of this Section 5(b)(ii) shall govern.

(iii)Any filing fees shall be borne initially by the party requesting arbitration.  Thereafter, each party shall be responsible for its own expenses and attorneys’ fees, and fifty percent (50%) of the costs and fees of the arbitration.

(iv)The Arbitrator shall have the authority to award any remedy of relief in accordance with the terms of this Agreement and the laws of State of Tennessee.  The Arbitrator shall render an award and written opinion, stating the findings of fact and conclusions of law on which the award is based, and the award shall be final and binding upon the parties.

5

Neither party shall have the right to appeal the Arbitrator’s decision, except on the limited grounds set forth in the Federal Arbitration Act, 9 U.S.C. § 1 et seq.

(v)Unless mutually agreed by the parties otherwise, any arbitration shall take place in Chicago, Illinois.

Section 6.Ownership and Transfer of Intellectual Property

(a)The Service Receiver Data shall be and shall remain the property of the Service Receiver and, to the extent reasonably practicable without unreasonable cost or effort, shall be promptly provided by the Service Provider upon the Service Receiver’s request; provided that in no event shall the Service Provider be required to change the format or otherwise modify the Service Receiver Data.  Service Provider shall only use the Service Receiver Data to provide the Services to Service Receiver as set forth herein and for no other purpose whatsoever.  In the event that the Service Receiver requires any additional migration services, the Service Receiver shall submit a written request describing such services to the Service Provider’s Project Manager, and the Service Provider shall decide, in its sole discretion, whether to provide such migration services.  All such migration services shall be provided at the Service Receiver’s sole cost and expense. The Service Provider’s services will be billed at $___ per hour which is consistent with the rate for enhancements to the Systems.  In addition, Service Receiver shall reimburse Service Provider for all out-of-pocket expenses incurred by Service Provider in connection therewith.

(b)All other data, information and intellectual property created by the Service Provider in connection with provision of the Services shall remain property of the Service Provider.  Notwithstanding the foregoing, Service Provider hereby grants to Service Receiver a perpetual, non-exclusive, irrevocable, royalty-free right and license with rights to sublicense and reproduce, make derivative works of in any form of medium, whether known now or later developed, make, create, modify, have made, use any modifications, enhancements, or derivative works of such data, information and intellectual property created in connection with the provision of the Services.

Section 7.Sub-Contracting; Third Party Agreements

(a)The Service Provider may delegate or sub-contract its duties under this Agreement to a qualified third party, provided that, notwithstanding such delegation or sub-contracting, the Service Provider shall still remain liable for the performance of its duties hereunder.

(b)The Service Receiver acknowledges that the Services provided through third parties or using third-party Intellectual Property are subject to the terms and conditions of any applicable agreements between the Service Provider and such third parties, and the Service Receiver agrees to comply with such terms and conditions provided in writing to Service Receiver.

(c)Notwithstanding anything to the contrary contained herein, the Service Provider shall use reasonable best efforts to obtain any consents or licenses from vendors that the Service Provider believes are necessary in order to provide services under this Agreement;

6

provided, however, that the Service Provider shall not be required to pay any fees to any vendor to obtain such consent or license that is required for the provision of the Services, and the Service Receiver shall pay any fees for such required consent or license.  In the event that the Service Provider is unable to obtain any such consent, the parties will work together to agree upon a commercially reasonable alternative arrangement.  Any costs and expenses incurred by the Service Provider (i) in connection with its efforts to obtain and implement such consents and (ii) in connection with the implementation of any such commercially reasonable alternative arrangement shall be borne by the Service Receiver.

Section 8.Term and Termination and Effects of Termination

(a)The term of this Agreement shall begin on the Effective Date and continue until the earlier of (i) termination or expiration of all of the respective Terms or (ii) termination in accordance with Section 8(c), 8(d) or 8(e).

(b)Except as otherwise provided herein or unless otherwise agreed in writing by the parties, the Service Provider’s obligation to provide or procure, and the Service Receiver’s obligation to purchase, a Service shall cease as of the end of the applicable Term.

(c)Service Receiver may terminate this Agreement or any Schedule for convenience upon forty-five (45) days prior written notice to Service Provider; provided that Service Receiver shall pay any third party costs which Service Provider incurs as a result of terminating any contractual relationships with the third party providers.

(d)If the Service Receiver should, at any time during the respective Terms, cease to require the Service Provider to provide any of the Services set forth in the Schedules (the “Designated Services”), Service Receiver shall have the right to terminate the Services in accordance with Section 8(c) and the following restrictions:

(i)Schedule III (1) & (2) — provides basic site connectivity plus other basic services which are interrelated and cannot be terminated until all services requiring network access have been terminated.  Services in Schedules I, II, IV and V require network access.

(ii)Schedules I, II and IV must be terminated simultaneously.  However, the Credit function on Schedule II may be moved to the Service Receiver but will still require the SAP services from Schedule I.

(iii)Schedule III (3) thru (6) — no restrictions.

(iv)Schedule V — no restrictions.

(v)Other Schedules — no restrictions.

(e)In the event that a party commits a breach of any of the material terms or conditions of this Agreement, the other party may terminate this Agreement (i) if such breach may be cured, upon written notice if the breaching party fails to cure such breach within thirty

7

(30) days after its receipt of written notice thereof or (ii) if such breach is incapable of cure, upon written notice.

(f)Upon termination or expiration of this Agreement, the Service Receiver shall pay to the Service Provider all monies due to the Service Provider in respect of Services provided prior to such termination or expiration.  In addition, each party shall, at the disclosing party’s option, return or destroy the Confidential Information of the other party.  In the event that the disclosing party elects destruction, the other party shall furnish to the disclosing party a written certificate of destruction signed by an officer of the certifying party.

Section 9.Limitation of Liability

(a)Except for breach of a party’s confidentiality obligations and a party’s indemnity obligations set forth in Section 10, neither party shall be liable (including any liability for the acts and omissions of its employees, agents and sub-contractors) to the other party in connection with this Agreement except with respect to direct damages arising out of the other party’s willful misconduct or gross negligence in performing its obligations under this Agreement, provided that such direct damages shall not exceed the aggregate fees paid or payable by or to the other party pursuant to this Agreement.

(b)Neither party shall be liable for any indirect, special, consequential or liquidated damages of any kind whatsoever (including, without limitation, attorneys’ fees) arising out of or in connection with performing its obligations under this Agreement, even if it had been advised, knew or should have known the possibility thereof including, but not limited to lost profits, lost business revenue and failure to realize expected savings.

Section 10.Indemnification

(a)The Service Receiver hereby agrees to indemnify and hold the Service Provider, its employees, shareholders, officers, directors and agents harmless from and against any and all third party: claims, actions, suits, losses, demands, damages, costs and expenses (including reasonable attorneys’ fees) (“Losses”) arising out of the gross negligence or willful misconduct of Service Receiver in performing its obligations under this Agreement, including its obligations under Section 14.  The Service Provider hereby agrees to indemnify and hold the Service Provider, its employees, shareholders, officers, directors and agents harmless from and against any Losses arising out of or resulting from the willful misconduct of Service Provider in performing its obligations under this Agreement.  In the event that any deliverable or work product infringes a third party’s intellectual property rights or Service Provider receives a notice of a possible infringement of a third party’s intellectual property rights.  Service Provider shall (i) procure or obtain the right for Service Receiver to continue using it at Service Receiver’s cost with prior written consent; (ii) modify the deliverable or work product to make it non-infringing or (iii) refund to Service Receiver the fees paid for the Services that are subject to such infringement.  The obligations of the indemnifying party under this Section 10 with respect to third party Losses will be subject to the following terms and conditions:

(i)Any party making a claim for indemnification pursuant to this Section 10 (the “Indemnified Party”) must give the other party who indemnification is sought (the

8

“Indemnifying Party”) written notice of such claim (an “Indemnification Claim Notice”) promptly after the Indemnified Party receives any written notice of any action, lawsuit, proceeding, investigation or other claim (a “Proceeding”) against or involving the Indemnified Party by a third party, or otherwise discovers the liability, obligation or facts giving rise to such claim for indemnification; provided that the failure to notify or delay in notifying an Indemnifying Party shall not relieve the Indemnifying Party of its obligations pursuant to this Section 10, except to the extent that such failure actually harms the Indemnifying Party.  Such notice must contain a description of the claim and the nature and amount of the Losses (to the extent that the nature and amount of the Losses is known or reasonably ascertainable at such time).

(ii)With respect to the defense of any Proceeding against or involving an Indemnified Party in which a third party in question seeks the recovery of a sum of money, the Indemnifying Party may appoint as lead counsel of such defense any legal counsel selected by the Indemnifying Party.

(iii)the Indemnified Party will be entitled to participate in the defense of such claim and to employ counsel of its choice for such purpose at its own expense; provided that the Indemnifying Party will bear the reasonable fees and expenses of such separate counsel incurred prior to the date upon which the Indemnifying Party assumes control of such defense;

(iv)Notwithstanding Section 10(a)(iii), the Indemnifying Party shall not be entitled to assume control of the defense of such claim, and will pay the reasonable fees and expenses of legal counsel retained by the Indemnified Party (which counsel shall be reasonably acceptable to the Indemnified Party), if

(a)the Indemnifying Party elects within fifteen (15) days in writing not to assume the defense of the claim,

(b)a conflict of interest exists or could reasonably be expected to arise which, under applicable principles of legal ethics, could reasonably be expected to prohibit a single legal counsel from representing both the Indemnified Party and the Indemnifying Party in such Proceeding, or

(c)a court of competent jurisdiction rules that the Indemnifying Party has failed or is failing to prosecute or defend vigorously such claim;

provided, in each case, that the Indemnified Party shall be prohibited from compromising or settling the claim without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayed.

(b)In the event that the Indemnifying Party assumes the defense of such claim, the Indemnified Party will cooperate with and make available to the Indemnifying Party such assistance, personnel, witnesses and materials as the Indemnifying Party may reasonably request.  Regardless of which party defends such claim, the other party shall have the right at its expense to participate in the defense assisted by counsel of its own choosing.

(c)  Without the prior written consent of the Indemnified Party (which shall not be unreasonably withheld or delayed), the Indemnifying Party shall not enter into any settlement of

9

any such claim for which the Indemnifying Party has assumed the defense if pursuant to or as a result of such settlement, such settlement would result in any liability on the part of the Indemnified Party for which the Indemnified Party is not entitled to indemnification hereunder.  If a firm offer is made to settle such claim, which offer the Indemnifying Party is permitted to settle under this Section 10(c), and the Indemnifying Party desires to accept and agree to such offer, the Indemnifying Party shall give written notice to the Indemnified Party to that effect.  If the Indemnified Party objects to such firm offer within ten (10) days after its receipt of such notice, the Indemnified Party may continue to contest or defend such claim and, in such event, the maximum liability of the Indemnifying Party as to such claim shall not exceed such amount of such settlement offer payable by the Indemnifying Party hereunder, plus other Losses paid or incurred by the Indemnified Party up to the point such notice had been delivered.

Section 11.Insurance

Each party shall, throughout the term of this Agreement, carry appropriate insurance with a reputable insurance company covering property damage, business interruptions and general liability insurance (including contractual liability) to protect its own business and property interests.

Section 12.Force Majeure

(a)Neither party shall be liable for delay in performance (other than the payment of money) caused by circumstances beyond the reasonable control of the party affected (an event of “Force Majeure”), including but not limited to (i) acts of God, the elements, epidemics, explosions, accidents, landslides, lightning, earthquakes, fires, storms (including but not limited to tornadoes and hurricanes or tornado and hurricane warnings), sinkholes, floods, or washouts; (ii) labor shortage or trouble including strikes or injunctions (whether or not within the reasonable control of such party and provided that the settlement of strikes and other labor disputes shall be entirely within the discretion of the party experiencing the difficulty); (iii) inability to obtain material, equipment or transportation; (iv) national defense requirements, war, blockades, insurrections, sabotage, riots, arrests and restraints of the government, either federal or state, civil or military (including any governmental taking by eminent domain or otherwise); or (v) any applicable law, regulation or rule or the enforcement thereof by any governmental or regulatory agency having jurisdiction, that limits or prevents a party from performing its obligations hereunder or any notice from any such agency of its intention to fine or penalize such party or otherwise impede or limit such party’s ability to perform its obligations hereunder.

(b)The Service Provider will use its commercially reasonable efforts to provide uninterrupted Services through the respective Terms. In the event, however, that the Service Provider is wholly or partially prevented from providing a Service or Services either temporarily or permanently by reason of any Force Majeure event, or the Service Provider, in the exercise of its reasonable good faith judgment, deems it necessary to suspend delivery of a Service hereunder for purposes of inspection, maintenance, repair, replacement of equipment parts or structures, or similar activities, the Service Provider shall not be obligated to deliver such Service during such periods, provided that the Service Provider agrees to give prior written notice of any scheduled interruption. Notices provided under this Section 12(b) shall be provided to the Service Receiver’s Vice President of Information Technology or other executive

10

designated by the Service Receiver, and may be provided by e-mail at an address designated by the Service Receiver.

Section 13.Notices

All demands, notices, communications and reports (“notices”) provided for in this Agreement will be in writing and will be either personally delivered, mailed by registered mail, return receipt requested, or sent by reputable overnight courier service (delivery charges prepaid) to any Party at the address specified below, or at such address, to the attention of such other Person, and with such other copy, as the recipient party has specified by prior written notice to the sending Party pursuant to the provisions of this Section 13:

(a)If to the Service Provider to:

International Paper Company
6400 Poplar Avenue
Memphis, TN 38197
Fax No.: (901) 214-1248
Attention: General Counsel

with copies to:

Vinson & Elkins L.L.P.

666 Fifth Avenue, 26th Floor

New York, NY  10103

Fax No.: (212) 237-0100

Attention: Charles E. Carpenter, Esq.

(b)If to the Service Receiver:

Stone Arcade Acquisition Corp.

One Northfield Plaza, Suite 480

Northfield, IL 60093

Attention: Roger W. Stone

with a copy to:

Sonnenschein, Nath & Rosenthal LLP

7800 Sears Tower

233 South Wacker Drive

Chicago, IL  60606

Attention:  Donald G. Lubin, Esq.

Any such notice will be deemed to have been given when delivered personally, upon receipt if sent by registered mail, return receipt requested, or on the business day after deposit with a reputable overnight courier service, as the case may be.

11

Section 14.Confidentiality of Information

(a)Except as provided below, all data and information disclosed between the Service Provider and the Service Receiver pursuant to this Agreement, including information relating to or received from third parties and any Service Receiver Data, is deemed confidential (“Confidential Information”).  A party receiving Confidential Information (the “Receiving Party”) will not use such information for any purpose other than for which it was disclosed and, except as otherwise permitted by this Agreement, shall not disclose to third parties any Confidential Information for a period of five (5) years from the termination or expiration of this Agreement, provided that the Receiving Party’s obligation hereunder shall not apply to information that:

(i)is already in the Receiving Party’s possession at the time of disclosure thereof;

(ii)is or subsequently becomes part of the public domain through no action of the Receiving Party;

(iii)is subsequently received by the Receiving Party from a third party which has no obligation of confidentiality to the party disclosing the Confidential Information; or

(iv)information developed or provided by the Service Provider to be used by the Service Receiver in the ordinary course of business.

(b)Notwithstanding Section 14(a), Confidential Information may be disclosed by the Receiving Party:

(i)to the Receiving Party’s affiliates, directors, officers, employees, agents (including, in the case of the Service Provider, any third parties engaged to provide the Services), auditors, consultants and financial advisers (collectively, “Agents”), provided that the Receiving Party ensures that such Agents comply with this Section 14; and

(ii)as required by applicable law, provided that, if permitted by law, written notice of such requirement shall be given promptly to the other party so that it may take reasonable actions to avoid and minimize the extent of such disclosure, and the Receiving Party shall cooperate with the other party as reasonably requested by the other party in connection with such actions.

(c)If, at any time, either party determines that the other party has disclosed, or sought to disclose, Confidential Information in violation of this Agreement, that any unauthorized personnel of the other party has accessed Confidential Information, or that the other party or any of its personnel has engaged in activities that may lead to the unauthorized access to, use of, or disclosure of such party’s Confidential Information, such party shall immediately terminate any such personnel’s access to the Confidential Information and immediately notify the other party.  In addition, either party shall have the right to deny personnel of the other party access to such party’s Confidential Information upon notice to the other party in the event that such party reasonably believes that such personnel pose a security concern.  Each party will

12

cooperate with the other party in investigating any apparent unauthorized access to or use of such party’s Confidential Information.

Section 15.System Security

(a)If the Service Receiver is given access to any of the Service Provider’s computer systems or software (collectively, “Systems”) in connection with receipt of the Services, the Service Receiver shall comply with all of the Service Provider’s system security policies, procedures and requirements that have been provided in writing to Service Receiver (collectively, “Security Regulations”), including but not limited to, Service Provider’s Information Resource Use Policy attached hereto and made a part hereof as Exhibit D and will not tamper with, compromise or circumvent any security or audit measures employed by the Service Provider.  The Service Receiver shall access and use only those Systems of the Service Provider for which it has been granted the right to access and use.

(b)The Service Receiver will use commercially reasonable efforts to ensure that only those of its personnel who are specifically authorized to have access to the Systems of the Service Provider gain such access, and to prevent unauthorized access, use, destruction, alteration or loss of information contained therein, including notifying its personnel of the restrictions set forth in this Agreement and of the Security Regulations.

(c)If, at any time, the Service Receiver determines that any of its personnel has sought to circumvent, or has circumvented, the Security Regulations, that any unauthorized Service Receiver personnel has accessed the Systems, or that any of its personnel has engaged in activities that may lead to the unauthorized access, use, destruction, alteration or loss of data, information or software, the Service Receiver shall immediately terminate any such personnel’s access to the Systems and immediately notify the Service Provider.  In addition, the Service Provider shall have the right to deny personnel of the Service Receiver access to its Systems upon notice to the Service Receiver in the event that the Service Provider reasonably believes that such personnel have engaged in any of the activities set forth above in this Section 15(c) or otherwise pose a security concern.  The Service Receiver will cooperate with the Service Provider in investigating any apparent unauthorized access to the Service Provider’s Systems.

Section 16.Miscellaneous

(a)Severability.  Should any provision of this Agreement for any reason be declared invalid or unenforceable, such decision shall not affect the validity or enforceability of any of the other provisions of this Agreement, which remaining provisions shall remain in full force and effect, and the application of such invalid or unenforceable provision to persons or circumstances other than those as to which it is held invalid or unenforceable shall be valid and enforced to the fullest extent permitted by law. In such circumstances, the parties agree to negotiate in good faith amendments to this Agreement designed to restore to the parties the respective benefits they held under this Agreement prior to the declaration of invalidity or unenforceability.

13

(b)Interpretation.  The article and section headings contained in this Agreement are solely for the purpose of reference, are not part of the agreement of the parties and shall not in any way affect the meaning or interpretation of this Agreement.

(i)As used in this Agreement, the term “person” shall mean and include an individual, a partnership, a joint venture, a corporation, a trust, an unincorporated organization and a government or any department or agency thereof.

(ii)As used in this Agreement, an “affiliate” of, or a person “affiliated” with, a specified person, is a person directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, the person specified.

(iii)As used in this Agreement, “including” shall mean including without limitation.

(c)Counterparts.  This Agreement may be executed simultaneously in counterparts, each of which will be deemed an original but all of which together will constitute one and the same instrument.

(d)Entire Agreement; Amendments.  This Agreement and the Purchase Agreement constitute the entire agreement among the parties with respect to the subject matter hereof and supersede all other prior agreements and understandings, both written and oral, between or among the parties with respect to the subject matter hereof.  This Agreement may not be amended except by an instrument in writing signed on behalf of each of  the parties hereto. Any agreement on the part of a party hereto to any extension or waiver shall be valid only if set forth in an instrument in writing signed on behalf of such party.

(e)Governing Law.  This Agreement will be governed by, and construed and enforced in accordance with, the laws of the State of Tennessee (regardless of the laws that might otherwise govern under applicable principles of conflicts of laws thereof) as to all matters, including but not limited to matters of validity, construction, effect, performance and remedies.

(f)Binding Effect; Assignment.  This Agreement and all of the provisions hereof shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns. Except as expressly provided in Section 7 hereof, neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned, directly or indirectly, including, without limitation, by operation of law, by any party hereto without the prior written consent of the other party hereto; provided however, that either party may assign or delegate its rights and obligations hereunder without the consent of the other party to any affiliate; provided, further that any such assignment or delegation shall not relieve the assigning or delegating party of any of its obligations under this Agreement.

(g)Waiver.  The failure of either party to insist in any one or more instances upon strict performance of any of the provisions of this Agreement or to take advantage of any of its rights shall not operate as a continuing waiver of such rights.

(h)No Third Party Beneficiaries.  This Agreement is solely for the benefit of the Service Provider and its successors and permitted assigns, with respect to the obligations of

14

the Service Receiver under this Agreement, and for the benefit of the Service Receiver, and its successors and permitted assigns, with respect to the obligations of the Service Provider under this Agreement, and this Agreement shall not be deemed to confer upon or give to any other third party any remedy, claim liability, reimbursement, cause of action or other right.

(i)Independent Contractor Status.  The Service Provider shall be deemed to be an independent contractor to the Service Receiver.  Nothing contained in this Agreement shall create or be deemed to create the relationship of employer and employee between the Service Provider and the Service Receiver.  The relationship created between the Service Provider and the Service Receiver pursuant to or by this Agreement is not and shall not be one of partnership or joint venture.  No party to this Agreement shall, by reason hereof, be deemed to be a partner or a joint venturer of any other party hereto in the conduct of their respective businesses and/or the conduct of the activities contemplated by this Agreement. Except as specifically and explicitly provided in this Agreement, and subject to and in accordance with the provisions hereof, no party to this Agreement is now, shall become, or shall be deemed to be an agent or representative of any other party hereto.  Except as herein explicitly and specifically provided, neither party shall have any authority or authorization, of any nature whatsoever, to speak for or bind the other party to this Agreement.

[Remainder of This Page is Intentionally Left Blank.]

15

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date first above written.

	INTERNATIONAL PAPER COMPANY
By:		/s/ C. Cato Ealy
		Name: C. Cato Ealy
		Title: Senior Vice President
	KAPSTONE KRAFT PAPER  CORPORATION
By:		/s/ Roger W. Stone
		Name: Roger W. Stone
		Title: Chairman and Chief Executive Officer

1

EX-10.11

Exhibit 10.11

CITY OF FORDYCE, ARKANSAS

and

INTERNATIONAL PAPER COMPANY

LEASE AGREEMENT

Dated as of January 1, 1997

LEASE AGEREMENT

THIS LEASE AGREEMENT, dated as of January 1, 1997, by and between the CITY OF FORDYCE, ARKANSAS, a municipality under the laws of the State of Arkansas, as lessor (the “City”), and INTERNATIONAL PAPER COMPANY, a corporation organized and existing under and by virtue of the laws of he State of New York, as lessee (the “Company”).

WITNESSETH:

WHEREAS, the City is authorized and empowered under the laws of the State of Arkansas, including particularly Title 14, Chapter 164, Subchapter 2 of the Arkansas Code of 1987 Annotated (the “Act”), to issue revenue bonds and expend the proceeds thereof to finance the cost of acquiring, constructing and equipping lands, buildings or facilities for securing or developing industry; and

WHEREAS, the City has undertaken to furnish permanent financing of the cost of acquiring certain industrial facilities located in Fordyce, Arkansas by the issuance of its Industrial Development Revenue Bonds - International Paper Company Project, in the aggregate principal amount of $1,050,000 (the “Bonds”), and in connection therewith the City and the Company have entered into this Lease Agreement); and

NOW, THEREFORE, for valuable consideration, receipt of which is hereby acknowledged by the City and the Company, and in consideration of the mutual benefits and covenants herein contained, the City and the Company AGREE as follows:

ARTICLE I
DEFINITIONS

Section 1.1             Definitions.  In addition to the words and terms elsewhere defined in this Lease Agreement, the following words and terms as used in this Lease Agreement shall have the following meanings:

“Act” — Title 14, Chapter 164, Subchapter 2 of the Arkansas Code of 1987 Annotated, as amended and enacted from time to time.

“Bonds” — The City of Fordyce, Arkansas Industrial Development Revenue Bonds - International Paper Company Project, Series A and B, in the aggregate principal amount of $1,050,000, issued pursuant to the Bond Purchase Agreement.  Two Bonds designated “Series A” shall be issued in the principal amount of $450,000 each, and one Bond designated “Series B” shall be issued in the principal amount of $150,000.

“Bond Purchase Agreement” — The Bond Purchase Agreement dated as of January 1, 1997, between the City and the Purchasers, and any amendments and supplements thereto.

“City” — City of Fordyce, Arkansas, a municipality under the laws of the State of Arkansas, and its successors and assigns.

“Company” International Paper Company, a corporation organized and existing under the laws of the State of New York, and any assign that assumes the obligations of the Company pursuant to the provisions of this Lease Agreement.

“Environmental Laws” — Any federal, state or local law, statute, ordinance or regulation pertaining to health, industrial hygiene or the environmental conditions on, under or about the Premises, now or hereafter enacted or interpreted, including, without limitation, the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (“CERCLA’’), as amended, 42 U.S.C. Sections 9601 et seq., and the Resource Conservation and Recovery Act of 1976 (“RCRA”), 42 U.S.C. Section 6901 et seq.

“Event of Default” — Any event of default specified in Section 6.1 hereof.

“Hazardous Substances” — (a)  Those substances included within the definitions of “hazardous substances”, “Hazardous materials”, “toxic substances” or “solid waste” in CERCLA, RCRA and the Hazardous Materials Transportation Act, 49 U.S.C. Sections 1801 et seq. and in the regulations promulgated pursuant to said laws;

(b)           Those substances defined as “hazardous wastes” or “PCB” in the applicable statutes of the State of Arkansas as amended from time to time, and in the regulations promulgated thereunder;

2

(c)           Those substances listed in the United States Department of Transportation Tab1e (49 CFT 172.101 and amendments thereto) or by the Environmental Protection Agency (or any successor agency) as hazardous substances (40 CFR Part 302 and amendments thereto);

(d)           Such other substances, materials and wastes which are or become regulated under applicable local, state or federal law, which are classified as hazardous, corrosive, ignitable, or toxic under federal, state or local laws or regulations; and

(e)           Any material, waste or substance which is (i) petroleum; (ii) asbestos; (iii) polychlorinated biphenyls; (iv) designated as a “hazardous substance” pursuant to Section 311 of the Clean Water Act, 33 U.S.C. Sections 1251 at seq. (33 U.S.C. 1321) or listed pursuant to Section 3078 of the Clean Water Apt (33 U.S.C. 1317); (v) flammable explosives; or (vi) radioactive materials.

“Lease Agreement” — This Lease Agreement and any amendments and supplements hereto.

“Mortgage” — The Mortgage dated as of January 1, 1997, between the City and the Purchasers, and any amendments and supplements thereto.

“Permitted Encumbrances” — (i) This Lease Agreement, the Mortgage, and the Bond Purchase Agreement, (ii) liens for taxes and assessments not then delinquent; (iii) any mechanic’s, laborer’s, materialmen’s, supplier’s, or vendor’s lien for work or services performed or materials furnished which are not yet due and payable; (iv) utility, access and other easements and rights of way, restrictions, reversions and exceptions that will not interfere with or impair the operations being conducted on the Premises, (v) such minor defects, irregularities, encumbrances, easements, rights of way, and clouds on title as normally exist with respect to properties similar in character to the Premises and as do not materially impair the value or utility of the Premises; and (vi) any other defect, irregularity, encumbrance, easement, right of way or cloud on title which is waived or permitted in writing by the City and Company.

“Premises” — The land, buildings, improvements and facilities leased by this Lease Agreement and described in Section 2.1 hereof.

“Purchasers” — Citizens First Bank, Fordyce, Arkansas (“Citizens”), Fordyce Bank & Trust Company, Fordyce, Arkansas (“FB&T”), and the Arkansas Development Finance Authority (“ADFA”).  Citizens and FB&T are the original purchasers of the Series A Bonds, and ADFA is the original purchaser of the Series B Bond, and the references include any subsequent owners of the Bonds.

“State” — The State of Arkansas.

Section 1.2             Use of Words and Phrases.  “Herein”, “hereby”, “hereunder”, “hereof”, “hereinabove”, “hereinafter”, and other equivalent words and phrases refers to this Lease Agreement and not solely to the particular portion thereof in which any such word is used.  The definitions act forth In Section 1.1 hereof include both singular and plural. Whenever used herein, any pronoun shall be deemed to include both singular and plural and to cover all genders.

3

ARTICLE II
DEMISING CLAUSES; DURATION OF LEASE TERM;
RENTAL PROVISIONS

Section 2.1             Lease of Premises.  Subject to the tarns and provisions hereinafter set forth, and in consideration of the rent to be paid by the Company and in consideration of the covenants and agreements herein contained to be kept and performed by the Company, the City does hereby lease, demise and let unto the Company, subject to Permitted Encumbrances, and the Company does hereby hire and take from the City, subject to Permitted Encumbrances, for the uses and purposes hereinafter set out, a parcel of property and all improvements, located in the City of Fordyce, Dallas County, Arkansas, with the specific premises outlined on Exhibit “A”, which is attached hereto and made a part hereof (the “Premises”).

TO HAVE AND TO HOLD the Premises unto the Company for the team of this Lease Agreement as hereafter set forth.

Section 2.2             Term.  (a)  Initial Term.  Unless sooner terminated or extended as hereinafter provided, this Lease Agreement shall be for a period of twenty (20) years, commencing on January 10, 1997 (the “Commencement Date”) and ending an January 10, 2017.

(b)           Option Terms.  Provided the Company is not then in default, the City hereby grants to the Company the option to extend the term of this Lease Agreement for two (2) additional periods.  The Company may exercise the first option for five (5) years (“First Option Term”) by giving the City written notice not later than twelve (12) months before the expiration of the is initial term.  The Company may exercise the second option for four (4) years (“Second Option Term”) by giving the City written notice not later than twelve (12) months before the expiration of the First  Option Term. Time is of the essence with respect to the Company’s exercise of those options.  Such renewals shall be on the same terms and conditions as contained herein except that the annual base rent for both Option Terms shal1 be Nine Thousand Nine Hundred Eighty-Four and 00/100 ($9,984.00), payable in equal monthly installments of Eight Hundred Thirty-Two and 00/100 Dollars ($832.00).

Section 2.3             Rent.  (a)  The Company agrees to pay to the City, without demand, deduction or set-off, except as provided in this Lease Agreement, an initial annual base rental at the rate of One Hundred Thirteen Thousand One Hundred Ninety-six and 00/100 Dollars ($113,196.00) per annum, payable in equal monthly installments on the tenth day of each calendar month, commencing February 10, 1997, during the term of this Lease Agreement in the amount of Nine Thousand Four Hundred Thirty-Three Thousand and 00/100 ($9,433.00).

(b)           Upon the seventh (7th) anniversary of the commencement date, the annual rent shall be adjusted to reflect the then current interest rate on the Series A Bonds (the interest on which shall be Two Hundred (200) basis points over the interest rate of similar eight (8) year U.S. Treasury Notes, in no event exceeding nine percent (9%) per annum, determined as provided in the Bond Purchase Agreement).  The adjusted annual rent shall not exceed One Hundred Sixteen Thousand Nine Hundred Forty and 00/100 Dollars ($116,940.00), payable in

4

monthly installments of Nine Thousand Seven Hundred Forty-Five and 00/100 Dollars ($9,745.00).

(c)           Upon the fifteenth (15th) anniversary of the Commencement Date the annual base rent shall be Nine Thousand Nine Hundred Eighty-Four and 00/100 ($9,984.00), payable in equal monthly installments of Eight Hundred Thirty-Two and 00/100 Dollars ($832.00).

(d)           Each payment made pursuant to this Section 2.3 shall be made in immediately available funds directly to the Purchasers for the account of the City at the address of the Purchasers set forth herein or, in the case of each subsequent owner of the Bonds, at the place designated in the notice of assignment of the Bonds provided in Section 2.09 of the Bond Purchase Agreement, or at such other place as shall from time to time be designated by the Purchasers or such subsequent owner of the Bonds in each case after notice in writing to the City and the Company.

(e)           In the event the Company should fail to make, or cause to be made, any of the payments required in this Section, the item or installment so in default shall continue as an obligation of the Company until the amount in default shall have been fully paid.

5

ARTICLE III
USE OF PREMISES

Section 3.1             Use of Premises.  The Premises shall be used by the Company for general office and warehouse use, manufacturing of paper products and uses incidental thereto.

The City represents that the Company’s use as set forth herein complies with all zoning ordinances and covenants and restrictions of record applicable to the Premises.

Section 3.2             Compliance with Laws.  During the term of this Lease Agreement, the Company shall, at the Company’s own cost and expense, comply with all laws, ordinances, orders, rules, regulations and requirements of all federal, state and municipal governments and appropriate departments, commissions, boards and officers thereof relating to the Premises, whether or not the same require repairs or alterations to the Premises.  The Company shall have the right to contest by appropriate legal proceedings, without cost or expense to the City, the validity of any law, ordinance, order, rule, regulation or requirement, applicable to the Premises, if no lien, charge or liability shall be imposed against the Premises or the City’s interest therein by reason thereof, and in such event, the Company may postpone compliance therewith until the final determination of any such proceeding.

Section 3.3             Services and Utilities.  The City shall furnish, at its own cost and expense, sewer, water, electric, gas and telephone connections into the Premises.

The Company shall pay all utility bills, including, but not limited to water, sewer, gas, electricity, telephone, fuel, light, and heat bills, for the Premises which services shall be separately monitored for the Premises.

Section 3.4             Maintenance and Repairs.  The Company shall, at all times during the term and at is own cost and expense, keep and maintain the Premises in good order and condition, except as such repairs are rendered necessary by the negligence of the City, its agents, employees, or invitees.

Section 3.5             Damage and Destruction.  (a)  In the event of the total destruction of the Premises by fire or other casualty during the term hereof, including any casualty attributable to any condition of the Premises which pre-exists the Commencement Data of this Lease Agreement or in the event of such partial destruction thereof as to render the Premises untenantable or unfit for occupancy, therein either event, unless such damages can, in the reasonable opinion of the City and the Company, be repaired within one hundred eighty (180) days after the occurrence, this Lease Agreement and the term hereby created shall cease from the date of such damage or destruction and the Company shall upon written notice from the City surrender the Premises to the City and the Company shall pay rent within said term only to the time of such damage or destruction.

If, however, in the reasonable opinion of the City and the Company, the damage as aforesaid can be repaired within one hundred eighty (180) days from the occurrence thereof, the City shall repair the Premises with all reasonable speed, and this Lease Agreement shall continue in full force and effect.

6

(b)           In the event or the partial destruction of the Premises by fire or other casualty during the term hereof, including any casualty attributable to any condition of the Premises which pre-exists the Commencement Date of this Lease Agreement, which partial destruction does not render the Premises untenantable or unfit for occupancy, the City shall repair the damage with all reasonable speed within Sixty (60) days thereafter, and this Lease Agreement shall continue in full force and effect.

(c)           If the City does not restore the Premises or the affected portion to tenantability within the periods set forth in subsections (a) and (b) above, the Company may then terminate this Lease Agreement, retroactive to the date of casualty by written notice delivered to the City within fifteen (15) days after the end of those periods.

(d)           All insurance money paid on account of such casualty shall be paid to the City and used to repair or restore the damaged or destroyed property.  It requested by the Company, all insurance proceeds delivered to the City pursuant to the terms of this Lease Agreement shall be held in a separate account in any bank or trust company selected by the City and acceptable to the Company.  The Company shall have the right to audit the expenditure and handling of such proceeds.

(e)           The City’s obligation to repair or restore the Premises pursuant to this Section 3.5 shall be limited to the insurance proceeds received by the City for such purpose.  If the insurance money shall he insufficient to pay all coats of such repair or restoration, the City shall not be liable for the deficiency.  Any balance of the insurance proceeds remaining over and above the cost of such repair or restoration shall be used to prepay or redeem the outstanding principal of the Bonds, in accordance with the provisions of the Bond Purchase Agreement, and the rent payable under Section 2.3 hereof shall be adjusted downwards accordingly.

Section 3.6             Building Alterations.  The Company may, at its own cost and expense, with the City’s prior written consent, which consent shall not be unreasonably withheld, make alterations, additions, or improvements in or to the Premises providing (i) the structural integrity and market value of the Premises are not materially lessened by reason thereof, (ii) such work is completed in a good and workmanlike manner and in compliance with all applicable laws, rules, regulations and ordinances, and (iii) the specifications for such work equals or exceeds the specifications for the original construction of the Premises, taking into consideration any changes in construction practices and technology which may exist at the time of such alterations.

All alterations, additions, and improvements which may be erected, installed or affixed on or in the Premises during the term are and shall be deemed to be and immediately become part of the realty and the sole and absolute property of the City and shall be deemed to be part of the Premises, except that all furniture, trade fixtures or demountable partitions installed by the Company shall be and remain the property of the Company.

The Company may, at its own cost and expense, without the City’s consent, install, replace or remove any of the Company’s trade fixtures, furniture, demountable partitions and equipment (all hereinafter referred to as “Trade Fixtures”).  Any or all such Trade Fixtures shall be and remain the property of the Company, and may, at the Company’s option and

7

expense, be removed by the Company at any time during the term of the Lease Agreement or at the Lease Agreement expiration date.  Thu Company shall be liable for damaged to the Premises caused by the Company’s removal of its Trade Fixtures.

Section 3.7             Signs.  The Company shall not attach or erect or permit anyone to attach or erect any signs, symbols, lettering of any kind on the walls or roof of the Premises without the prior written consent of the City, which consent shall not be unreasonably withheld.

Section 3.8             Access and Inspection.  The Company shall have access to the Premises twenty-four (24) hours a day, cloven (7) days a week.

The City and the Purchasers shall have the right to enter upon the Premises during reasonable business hours for the purpose of inspection or for maintenance work or repairs in accordance with the provisions hereof, provided that prior notice shall be given to the Company.  The City and the Purchasers shall also have the right to enter at any time without notice in the event of fire, explosion or other emergency, for the purposes of controlling, extinguishing or abating the same.

Section 3.9             Insurance.  The Company shall, at the Company’s sole cost and expense, keep the Premises and improvements thereon covered by Fire and Extended Coverage insurance against the perils of fire, flood, lightning, windstorm, hurricane, hail, explosion, radioactive contamination, riot, civil commotion, vandalism, malicious mischief, smoke, aircraft or land vehicle, sonic shock wave, molten material, liquid and leakage of fire protection equipment, in an amount not less than one hundred percent (100%) of the replacement value thereof, including all improvements, alterations and additions which may be made.  The Company is responsible to pay all deductible amounts under this insurance.  The Company shall also procure and maintain a policy or policies of Comprehensive General Liability insurance, including contractual liability, with minimum limits of $1,000,000 combined single limit for bodily injury and property damage.  The Company shall have the right to self insure the risks consistent with the Company’s practices at similar facilities.

In addition, the Company shall procure and maintain during the entire term of this agreement, a policy or policies insuring: (i) Worker’s Compensation with minimum limits meeting statutory requirements, or a state approved self insurance plan; and (ii) Comprehensive General Liability insurance, including contractual, liability coverage, with a minimum combined single limit of $1,000,000 for bodily injury and property damage.  The Company shall have the right to self insure the risk consistent with the Company’s practices at similar facilities.  The Company is responsible for any and all deductible amounts under all policies required to be carried.

The insurance required by this Section shall name the City as an insured and the Purchasers as loss payees with respect to such insurance.  If requested, the Company shall provide the City and the Purchasers with a certificate or certificates of insurance providing evidence of this coverage.  (Requests for certificates of insurance should be directed to the International Paper Risk Management Department, 6400 Poplar Avenue, Memphis, TN, 30197.  A copy of this executed Lease Agreement must be sent with any requests for certificates.)  All certificates issued on the Company’s behalf shall contain a standard thirty (30) day notice of

8

cancellation or material change.  The Company shall have the right to audit the expenditure and handling of proceeds of any insurance required by this Section.

Section 3.10           Taxes and Assessments.  The Company shall pay all general real estate taxes on the Premises and all special assessments, levies and any other typo of levy on real estate, prior to the date when such taxes shall become delinquent.  The Company shall reimburse the City for the foregoing taxes.

Notwithstanding the foregoing, taxes shall not include taxes or assessments for (i) improvements or alterations made by the City outside of the Premises, (ii) additions to the land or building, and (iii) the City’s federal or state income, franchise, inheritance or estate taxes.

The Company shall have the unrestricted right to contest the amount or validity of any taxes and special assessments required to be borne by it pursuant to this Section by appropriate legal proceedings provided, however, this shall not be deemed or construed in any way as relieving, modifying or extending the Company’s covenant to pay the same as required in this Section.  The City shall not be required to join in any such proceeding unless it shall be necessary for it to do so in order to properly prosecute such proceeding, in which event the City agrees to join in the proceeding.

The parties hereto recite knowledge of the decision of the Supreme Court of the state of Arkansas in Wayland v. Snapp, 232 Ark. 57, 334 S.W. 2d 633 (1960), concerning the exemption of properties owned by municipalities and used for securing and developing industry under and pursuant to the provisions of the Act.  The City has represented to the Company, and the City and the Company acknowledge that under their and other interpretations of present law, no part at the Premises will be subject to ad valorem taxation by the State or by any political or taxing subdivision thereof, and these factors, among others, materially induced the Company to enter into this Lease Agreement.

Section 3.11           Condemnation.  If the whole or any part of the Premises hereby leased shall be take by any public authority under the power of eminent domain, or shall be sold to such authority under the threat of such power, then this Lease Agreement shall cease on the part so taken or sold from the date the possession of such part shall be required for such public purpose, and the rent provided hereunder shall be paid to such date.  The net amount awarded as damages or paid as a result of such taking (being the gross award less attorney’s fees and other expenses and costs incurred in the condemnation proceedings) shall be paid to the Purchasers and used to prepay or redeem the outstanding principal of the Bonds in accordance with the provisions of the Bond Purchase Agreement.

If the portion of the Premises taken or sold is such as to destroy or impair the usefulness of the Premises for the purpose for which same have been leased hereunder, then the Company may elect to terminate this Lease Agreement and declare the same null and void as of the date of such taking or sale by giving written notice thereof to the City within thirty (30) days after the date of such taking or sale.  If the Company deem not elect to terminate this Lease Agreement than the rent payable by the Company under Section 2.3 hereof from and after the date when such possession is taken shall be reduced in the same proportion that the usefulness of the Premises is diminished for the Company’s business operation, such proportion to be mutually

9

agreed upon by both parties, with due consideration being given to all pertinent factors, including the square footage of the space and the improvements involved.

Each party shall be entitled separately to assert against the condemning authority and to recover such damages as may have accrued to and for its respective estate.

10

ARTICLE IV
SPECIAL COVENANTS AND AGREEMENTS

Section 4.1             Indemnification.  The Company agrees to indemnify and save the City harmless against and from all claims by or on behalf of any person, firm, corporation or other legal entity arising from the conduct, use, operation or management of, or from any work or thing done on, the Premises during the term of this Lease Agreement from (i) the operations conducted by the Company on the Premises, (ii) any breach or default on the part of the Company in the performance of any of its obligations under this Lease Agreement, (iii) any act or negligence of the Company or any of its agents, contractors, servants, employees or licensees or (iv) any act or negligence of any assignee or sublessee of the Company, or of any agents, contractors, servants, employees or licensees of any assignee or sublessee of the Company.

The Company further agrees to indemnify and save the City harmless against and from all claims by or on behalf of any person, firm, corporation or other legal entity, but only if such claims are made not later than one year following the termination of this Lease Agreement, arising from the damages resulting in whole or in part from the escape, seepage, leakage, spillage, discharge, emission, discharging or release from or on, the Premises of any Hazardous Substance during the term of this Lease Agreement, including, but not limited to, any losses, liabilities, damages, injuries, costs (including response costs), expenses or claims asserted or arising under the Comprehensive Environmental Response, Compensation and Liability Act, the Resource Conservation and Recovery Act, any so-called “Superfund” or “Superlien” law, or any other Federal, State or local statute, law, ordinance, code, rule, regulation, order or decree regulating, relating to or imposing liability or standards of conduct concerning any hazardous, toxic or dangerous waste, substance or material, to the extant caused by or resulting directly from the acts or omissions of the Company.

The Company agrees that, in the event any suit or action is brought against the City, its agents or employees to recover for or on account of any such claim, cause of action, loss, damage or cost, the Company will, at the request of the City, appear and defend said suit or action at the sole cost and expense of the Company, and will pay any judgment, including principal, interest and cost, that may be entered against the City therein when said suit or action is finally determined.

Section 4.2             Hazardous Substances; Compliance with Environmental Laws.  (a)  Except in strict compliance with all Environmental Laws, the Company shall not acquire, use, generate, manufacture, produce, store, release, discharge, dispose of, or arrange for the disposal of on, under or about the Premises or transport to or from the Premises any Hazardous Substance or allow any other person or entity to do so.

(b)           The Company shall keep and maintain the Premises in compliance with, and shall not cause or permit the Premises to be in violation of, any Environmental Law.

(c)           The Company shall give prompt written notice to the City and the Purchasers of:

11

(i)            Any proceeding by any government authority with respect to the presence of any Hazardous Substance on the Premises or the migration thereof from or to other property,

(ii)           All claims made by any third party against the Company or the Premises relating to loss or injury from any Hazardous Substance;

(iii)          The Company’s discovery of any occurrence or condition on the Premises or adjoining real property or in the vicinity of the Premises that could cause the Premises or part thereof to be subject to any restrictions on the ownership, occupancy, transferability or use of the Premises under any Environmental Law or to be subject to response or cleanup costs.

Section 4.3             Quiet Enjoyment.  The City covenants that the Company, upon paying said rent and performing the covenants and agreements contained herein, shall and may peaceably and quietly hold and enjoy the Premises for their term provided herein.

12

ARTICLE V
ASSIGNMENT AND SUBLEASING

Section 5.1             By Company.  Except as provided herein, the Company shall not assign this Lease Agreement nor sublet the Premises, in whole or in part, without the prior written consent of the City, which consent shall not be unreasonably withheld.  The consent of the City need not be obtained if the assignment or subletting is to a subsidiary or an affiliate of the Company.

No consent by the City to any assignment or sublease by the Company shall relieve the Company of any obligation to be performed by the Company under this Lease Agreement.

The Company shall, within fifteen (15) days after the delivery thereof, furnish to the City and the Purchasers a true and complete copy of the agreements or other documents effectuating any such assignment or sublease.

Section 5.2             By City.  The city shall have the right to sell, assign, transfer, in whole or in part, all of its rights in the Premises provided that any successor to the City agrees in writing that so long as the Company is not in default in the payment of rent or in the performance of any of the terms, covenants and conditions of this Lease Agreement upon the Company’s part to be performed (a) the Company shall not be disturbed in its possession and said successor shall carry out the City’s obligations under this Lease Agreement; and (b) the Company shall not be named in any action or proceedings by the holder of any mortgage to foreclosure thereunder, and any such action shall not result in the cancellation or termination of this Lease Agreement.  It is understood and agreed that (a) this Lease Agreement (and the payments due hereunder) will be assigned to the Purchasers as security for the payment of the principal of and interest on the Bonds, and (b) the Premises will be mortgaged to the Purchasers pursuant to the Mortgage as security for the payment of the principal of and interest on the Bonds.

13

ARTICLE VI
EVENTS OF DEFAULT AND REMEDIES

Section 6.1             Events of Default.  The occurrence of any one of the following shall constitute an Event of Default:

(a)           Failure by the Company to pay when due any payment required to be made under Section 2.3 hereof, which failure shall continue for a period of ten (10) days.

(b)           Failure by the Company to observe and perform any covenant, condition or agreement on its part to be observed or performed, which failure shall continue (i) for a period of thirty (30) days after written notice, specifying such failure and requiring that it be remedied, is given to the Company by the City or the Purchasers, unless the City and the Purchasers shall agree in writing to an extension of such time prior to its expiration, or (ii) for such longer period as may be necessary to remedy such default provided corrective action is instituted by the Company within the applicable period and is being diligently pursued.

(c)           The dissolution or liquidation of the Company or the filing by the Company of a voluntary or involuntary petition it bankruptcy, or failure by the Company promptly to lift any execution, garnishment or attachment of such consequence as will impair its ability to carry out its obligations under this Lease Agreement, or an assignment by the Company for the benefit of its creditors, or the entry by the Company into an agreement of composition with its creditors, or the approval by a court of competent jurisdiction of a .petition applicable to the Company in any proceeding for its reorganization instituted under the provisions of any bankruptcy act, or under any similar act which may hereafter be enacted.

Section 6.2             Remedies on Default.  Whenever any Event of Default hereunder shall have happened and be continuing, the Purchasers, or the City with the prior consent oaf the Purchasers, may take one or any combination of the following remedial steps:

(a)           Re-enter and take possession of the Premises, enforcing this Lease Agreement or terminating this Lease Agreement, and sell or lease the Premises, holding the Company liable for all rent and other payments due up to the effective date of such selling or leasing and for the difference in the purchase price, rent and other amounts paid by the purchaser or lessee pursuant to such sale or lease and the rents and other amounts payable by the Company hereunder; and

(b)           Take whatever action at law or in equity may appear necessary or desirable to collect the rent then due and thereafter to become due, or to enforce performance and observance of any obligation, agreement or covenant of the Company under this Lease Agreement.

Any amounts collected pursuant to action taken under this Section shall be applied in accordance with the Bond Purchase Agreement.

Section 6.3             No Remedy Exclusive.  No remedy conferred upon or reserved to the City or the Purchasers by this Lease Agreement is intended to be exclusive of any other available remedy or remedies, but each and every such remedy shall be cumulative and shall be in addition to every other

14

remedy given under this Leave Agreement or now or hereafter existing at law or in equity or by statute. No delay or omission to exercise any right or power accruing upon any Event of Default shall impair any such right or power or shall be construed to be a waiver thereof, but any such right or power may be exercised from time to time and as often as may be deemed expedient. In order to entitle the City or the Purchasers to exercise any remedy reserved to it in this Article, it shall not be necessary to give any notice other than such notice as may be required in this Article.

Section 6.4             Waiver of Breach.  In the event that any agreement contained herein shall be breached by either the Company or the City and such breach shall thereafter be waived by the other party, such waiver shall be limited to the particular breach so waived and shall not be deemed to waive any other breach hereunder.  In view of the assignment of the City’s rights in and under this Lease Agreement to the Purchasers under the Bond Purchase Agreement, the City shall have no power to waive any default hereunder by the Company without the consent of the Purchasers, and the Purchasers may exercise any of the rights of the City hereunder.

15

ARTICLE VII
MISCELLANEOUS

Section 7.1             Surrender of Premises.  At the expiration or termination of this Lease Agreement, or any extension or renewal hereof, the Company agrees to surrender the Premises to the City in as good condition and state of repair as when received, ordinary wear, tear, depreciation, decay and loss by and casualty excepted.

Notwithstanding the foregoing, any claims relating to the condition of the Premises, including but not limited to the Company’s obligation, if any, to maintain or repair the Premises or to make improvements or alterations or to remove or restore such items, must be presented in writing by the City to the Company within forty-five (45) days (which time is of the essence) after expiration or termination of this Lease Agreement or such claims sha11 be irrevocably waived.

Section 7.2             Holding Over.  In the event the Company remains in possession of the Premises after the expiration or termination of this Lease Agreement or any extension or renewal hereof, such holding over shall not serve to renew or extend this Lease Agreement.  The Company shall be deemed to be occupying the Premises as a month-to-month tenant with a rental rate of one hundred percent (100%) of the rental rate in effect at the end of the Lease Agreement.

Section 7.3             Notices.  Except as otherwise provided in this Lease Agreement, all notices, certificates or other communications shall be sufficiently given and shall be deemed given when delivered by hand delivery or when the same has been mailed by registered or certified mail, postage prepaid, to the City, the Company, or the Purchasers.  Copies of each notice, certificate or other communication given hereunder by or to the Company shall be mailed by registered or certified mail, postage prepaid, to the Purchasers; provided, however, that the effectiveness of any such notice shall not be affected by the failure to send any such copies.  Notices, certificates or other communications shall be sent to the following addresses:

City:	City of Fordyce, Arkansas City Hall, 101 South Main Fordyce, Arkansas 71742 Attention:    Mayor
Company:	International Paper Company South Edgar Street Fordyce, Arkansas 71742 Attention: Plant Manager
	With a copy to:
	International Paper Company One Maynard Drive Park Ridge, NJ 07656 Attention:      Counsel.

16

Purchasers:	Citizens First Bank 611 W. 4th Stoat Fordyce, Arkansas 71742 Attention:  President
	Fordyce Bank and Trust Company 200 W. 4th Street Fordyce, Arkansas71742 Attention:  President
	Arkansas Development Finance Authority 100 Main Street, Suite 200 Little Rook, Arkansas 72201-8023 Attention:  President

Any of the foregoing may, by notice given hereunder, designate any further or different address to which subsequent notices, certificates or other communications shall be sent.

Section 7.4             Successors and Assigns.  Except as may be hereinabove, specifically provided to the contrary, this Lease Agreement shall be binding upon and inure to the benefit or the parties hereto, and their respective successors and assigns.

Section 7.5             Captions.  The captions of the Articles herein are inserted only as a matter of convenience and for reference, and in no way define, limit, or describe the scope of this Least Agreement, nor the intent of the provisions hereof.

Section 7.6             Title.  The City covenants that it has full power and authority to enter into this Lease Agreement as fee title owner of the Premises.

Section 7.7             Brokerage.  The City and the Company warrant that no broker was involved in this Least Agreement or the transactions contemplated hereby.  Each party agrees to defend and indemnify the other party from claims for real estate commissions or fees arising out of any acts or negotiations of the indemnifying party with any broker, realtor or finder.

Section 7.8             Recordability of Lease.  (a)  This Lease Agreement shall be recorded and filed in such manner and in such places as may be required by law in order to fully preserve and protect the security of the owners of the Bonds and to perfect the security interest created by the Bond Purchase Agreement.

(b)           A photocopy or other reproduction of this Lease Agreement may be filed as a financing statement pursuant to the Uniform Commercial Code, although the signatures of the Company and the City on such reproduction are not original manual signatures.

Section 7.9             Consent of the City and the Company.  If any of the provisions under the term of this Lease Agreement require the consent or approval of the City or the Company before either party can do any act, such consent or approval shall not be unreasonably withheld or delayed.

17

Section 7.10           Mutual Attorneys’ Fees.  In the event either party institutes legal proceedings against the other for breach of any of the terms, conditions or covenantal of this Lease Agreement, or legal proceedings seeking an interpretation of this Lease Agreement, the losing party shall pay all costs, charges and expenses relative thereto, including reasonable attorneys’ fees of the prevailing party.

Section 7.11           Time of Essence.  Time is of the essence of this Agreement.

Section 7.12           Governing Law.  This Lease Agreement and the rights and obligations of the parties hereto shall be interpreted, construed, and enforced in accordance with the laws of the State of Arkansas.

Section 7.13           Severability.  If any provision of this Lease Agreement shall be held or deemed to be or shall in fact, be illegal, inoperative or unenforceable, the same shall not affect any other provision or provisions herein contained or render the same invalid, inoperative, or unenforceable to any extent whatsoever.

Section 7.14           No Personal Liability.  No covenant or agreement contained in this Lease Agreement shall be deemed to be the covenant or agreement of any official, officer, agent, or employee of the City or the Company in his individual capacity, and no such person shall be subject to any personal liability or accountability by reason of the issuance thereof.

Section 7.15           Amendments, Changes and Modifications.  Except an otherwise provided in this Lease Agreement or the Bond Purchase Agreement, subsequent to the initial issuance of Bonds and prior to payment in full of the Bonds (or the provision for payment thereof having been made in accordance with this provisions of the Bond Purchase Agreement), this Lease Agreement may not be effectively amended, changed, modified, altered or terminated nor any provision waived, without the written consent of the Purchasers.

Section 7.16           Limitation of City’s Obligations.  Any obligation of the City created by or arising out at this Lease Agreement shall be payable solely out of the revenues derived from this Lease Agreement or the sale of the Bonds or income earned on invested funds as provided in the Bond Purchase Agreement and shall not constitute, and no breach of this Lease Agreement by the City shall impose, a pecuniary liability upon the Issuer or a charge upon the City’s general credit.

Section 7.17           Execution of Counterparts.  This Lease Agreement may be simultaneously executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument.

18

IN WITNESS WHEROF, the City and The Company have caused this Lease Agreement to be executed in their respective corporate names and their respective corporate seals to be hereunto affixed and attested by their duly authorized officers, all as of the date first above written.

ATTEST:	LESSOR: CITY OF FORDYCE, ARKANSAS
/s/	By:	/s/
City Clerk	Mayor
	LESSEE: INTERNATIONAL PAPER COMPANY
	By:		/s/
	NAME/TITLE:			Martin M. Molot
				Manager — Bulk Dispositions
				& Leasing

19

ACKNOWLEDGMENT

STATE OF ARKANSAS	)
	)
COUNTY OF DALLAS	)

Before me, a Notary Public duly commissioned, qualified and acting, within and for the County and State aforesaid, appeared in person the within named William Lyon and Janice McDaniel, Mayor and City Clerk, respectively, of the City of Fordyce, Arkansas, a municipality of the State of Arkansas, to me personally well known, who stated that they were duly authorized in their respective capacities to execute the foregoing instrument for and in the name of the City, and further stated and acknowledged that they had so signed, executed and delivered the foregoing instrument for the consideration, uses and purposes therein mentioned and set forth.

IN TESTIMONY WHEROF, I have hereunto set my hand and official seal this 10th day of January, 1997.

	/s/
	Notary Public
My Commission expirers:
[12/14/02]
(SEAL)

20

ACKNOWLEDGMENT

STATE OF NEW JERSEY	)
	)
COUNTY OF BERGEN	)

Before me, a Notary Public duly commissioned, qualified and acting, within and for the County and State aforesaid, appeared

Martin M. Molot, Manager Bulk Disposition and Leasing

respectively, of International Paper Company, a New York corporation, to me personally well known, who stated that they were duly authorized in their respective capacities to execute the foregoing instrument for and in the name and behalf of the corporation, and further stated and acknowledged that they had so signed, executed and delivered the foregoing instrument for the consideration, uses and purposes therein mentioned and set forth.

IN TESTIMONY WHEROF, I have hereunto set my hand and official seal this 10th day of January, 1997.

	/s/
	Notary Public
My Commission expirers:
(SEAL)

21

EXHIBIT A

Description of Land

The following described land situated in Denser County, Arkansas, to-wit:

Start at the northwest corner of the SE 1/4 NW 1/4 Section 34, Township 10 South, Range 13 West and run east 15 feet, thence south 50 feet to the point of beginning; thence south 1270 feet, thence west 15 feet, to the southwest corner of the SE 1/4 NW 1/4, thence south 815.15 feet to a point in the center of Edgar Street on the north right of way line of the Cotton Belt Railroad , thence N 44 degrees 12 minutes 02 seconds East 1360.57 feet along said right of way, thence North 56.6 feet to an existing 3/4” rebar., thence west 90 feat to an existing 1” pipe, thence North 640 feet, thence west 165 feet along a fence, thence north 415 feet along a fence to a 1/2” rebar and the south side of said street, thence west 678.55 feet back to the point of beginning, containing 30.63 acres, more or less;

AND

Start at the northwest corner of the SE 1/4 NW 1/4, Section 34, Township 10 South, Range 13 West and run east 15 feat, thence south 1320 feet, thence west 15 feet, to the southwest corner of the SE 1/4 NW 1/4, thence south 815.15 feet to a point in the center of Edgar Street on the north right of way line of the Cotton Belt Railroad, thence N 44 degrees 12 minutes 02 seconds east 1418.71 feet along said right of way to the point of beginning; thence North 199.32 foot to an existing 1/2” rebar, thence east 188.54 feet to an existing 3/4” rebar on said railroad right of way, thence 44 degrees 12 minutes 02 seconds went 274.46 feet along said railroad right of way, back to the point of beginning, containing 0.43 acres, more or less.

This land lies as follows:
7.42 acres in the NE1/4 SW1/4,
23.64 acres in the SE1/4 NW1/4,
Section 34, Township 10 South, Range 13 West.

CERTIFICATE OF RECORD

STATE OF ARKANSAS

COUNTY OF DALLAS

I, Norma Castleberry, Clerk of the Circuit Court and ex-Officio Recorder for the county aforesaid, do hereby certify that the annexed and foregoing instrument was filed for record in my office on the 14th day of January A.D., 1997, at 9:17 o’clock A.M., and the same is now duly recorded, with the acknowledgment            and certificate thereon, in Record Book 167, Page 158.

22

IN TESTIMONY WHEREOF, I have set my hand and affixed the seal of said court this 14th day of January, A.D., 1997.

NORMA CASTLEBERRY, CLERK

23

TABLE OF CONTENTS

		Page
ARTICLE I DEFINITIONS		2
Section 1.1	Definitions	2
Section 1.2	Use of Words and Phrases	3
ARTICLE II DEMISING CLAUSES; DURATION OF LEASE TERM; RENTAL PROVISIONS		4
Section 2.1	Lease of Premises	4
Section 2.2	Term	4
Section 2.3	Rent	4
ARTICLE III USE OF PREMISES		6
Section 3.1	Use of Premises	6
Section 3.2	Compliance with Laws	6
Section 3.3	Services and Utilities	6
Section 3.4	Maintenance and Repairs	6
Section 3.5	Damage and Destruction	6
Section 3.6	Building Alterations	7
Section 3.7	Signs	8
Section 3.8	Access and Inspection	8
Section 3.9	Insurance	8
Section 3.10	Taxes and Assessments	9
Section 3.11	Condemnation	9
ARTICLE IV SPECIAL COVENANTS AND AGREEMENTS		11
Section 4.1	Indemnification	11
Section 4.2	Hazardous Substances; Compliance with Environmental Laws	11
Section 4.3	Quiet Enjoyment	12
ARTICLE V ASSIGNMENT AND SUBLEASING		13
Section 5.1	By Company	13
Section 5.2	By City	13
ARTICLE VI EVENTS OF DEFAULT AND REMEDIES		14
Section 6.1	Events of Default	14
Section 6.2	Remedies on Default	14
Section 6.3	No Remedy Exclusive	14
Section 6.4	Waiver of Breach	15
ARTICLE VII MISCELLANEOUS		16
Section 7.1	Surrender of Premises	16
Section 7.2	Holding Over	16
Section 7.3	Notices	16
Section 7.4	Successors and Assigns	17

i

Section 7.5	Captions	17
Section 7.6	Title	17
Section 7.7	Brokerage	17
Section 7.8	Recordability of Lease	17
Section 7.9	Consent of the City and the Company	17
Section 7.10	Mutual Attorneys’ Fees	18
Section 7.11	Time of Essence	18
Section 7.12	Governing Law	18
Section 7.13	Severability	18
Section 7.14	No Personal Liability	18
Section 7.15	Amendments, Changes and Modifications	18
Section 7.16	Limitation of City’s Obligations	18
Section 7.17	Execution of Counterparts	18

ii

EX-99.1

Exhibit 99.1

 STONE ARCADE
ACQUISITION CORP.

Stone Arcade Stockholders Approve Acquisition of the Kraft Papers Business, a division of International Paper Company

Northfield, IL, December 29, 2006— Stone Arcade Acquisition Corporation (OTC Bulletin Board:SCDE.OB ) announced today that at a special meeting held today its stockholders approved the Company’s previously-announced proposed acquisition of the Kraft Papers Business (“KPB”), a division of International Paper Company. Of the 23,661,853 votes cast at the meeting (representing 94.6% of the Company’s total outstanding shares), 99.8% voted in favor of the acquisition of KPB.  Holders of 40,000 shares issued in the Company’s initial public offering voted against the acquisition and elected to have such shares redeemed into a pro rata portion of the IPO trust account. As previously announced, Stone and International Paper Company extended the termination date of the acquisition until January 5, 2007.  Accordingly, it is expected that the Company will close on the acquisition of KPB in the next several days.

In connection with the acquisition of KPB, the Company’s stockholders also approved amendments to Stone’s certificate of incorporation to change its name to “KapStone Paper and Packaging Corporation” and to remove provisions relating to procedures governing Stone’s first business combination.  Stone does not intend to effectuate either of the amendments to its certificate of incorporation until the acquisition has been consummated.  The Company’s stockholders also approved Stone’s 2006 Incentive Plan, which reserves 3,000,000 shares of common stock for issuance to employees, directors, officers and consultants of Stone and any subsidiaries pursuant to options, restricted stock awards or stock appreciation rights.

In connection with the proposed business combination, Stone filed a Definitive Proxy Statement (No. 000-51444) with the SEC. Investors are urged to carefully read the Definitive Proxy Statement which was distributed to stockholders on or about December 16, 2006, and any other relevant documents filed with the SEC, because they contain important information about Stone, KPB and the proposed transaction, including detailed risk factors. The Definitive Proxy Statement and other documents filed by Stone are available free of charge at the SEC’s website, http://www.sec.gov, or by directing a request to Stone Arcade Acquisition Corporation, One Northfield Plaza, Suite 480, Northfield, IL 60093, Attention: Roger Stone.

This press release is not a proxy statement or a solicitation of proxies from the holders of common stock of Stone and does not constitute an offer to sell or a solicitation of an offer to purchase any securities of Stone. Any solicitation of proxies will be made only by the

1

Definitive Proxy Statement that was provided to Stone stockholders. Investors and security holders of Stone are urged to read the Definitive Proxy Statement because it contains important information about Stone, KPB and the proposed KPB acquisition.

Stone and its directors and executive officers may be considered participants in the solicitation of proxies in connection with the proposed transaction. Information about the participants in the solicitation is set forth in Stone’s Definitive Proxy Statement.

Stone Arcade Acquisition Corporation is a publicly traded special purpose acquisition company founded in April 2005 that consummated its initial public offering of units in August 2005. Stone Arcade was formed for the purpose of identifying and effecting an asset acquisition or business combination with an unidentified business in the paper, packaging, forest products, and related industries.

This press release may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are statements that are not historical facts. Such forward-looking statements are subject to known and unknown risks, uncertainties and assumptions about Stone Arcade that may cause actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. Factors that might cause or contribute to such a discrepancy include, but are not limited to, those described in Stone Arcade’s Securities and Exchange Commission filings. The information set forth herein should be read in light of such risks. Stone Arcade does not assume any obligation to update the information contained in this press release.

Contact:

Stone Arcade Acquisition Corporation

Roger Stone

Matt Kaplan

847-441-0929

2

EX-99.2

Exhibit 99.2

 STONE ARCADE
ACQUISITION CORP.

FOR IMMEDIATE RELEASE

January 2, 2007

CONTACTS:	Media - Kimberly Bracy/252-533-6287
	Investors - Roger Stone, Matt Kaplan/847-441-0929

STONE ARCADE ACQUISTION CORPORATION COMPLETES ACQUISITION OF INTERNATIONAL PAPER’S KRAFT PAPERS BUSINESS

CHICAGO, IL—Jan. 2, 2007—Stone Arcade Acquisition Corporation (OTCBB:SCDE) today announced it has completed the acquisition of International Paper’s kraft papers business and will change its name to KapStone Paper and Packaging Corporation.

“The acquisition of IP’s kraft papers business is an important first step for our company,” said Roger Stone, Chairman and Chief Executive Officer of Stone.  “It provides us with a solid platform from which we hope to expand.  We are anxious to continue building on the success of this business while we simultaneously explore strategic acquisitions.”

KapStone Paper and Packaging will continue to be headquartered in Northfield, IL.  The newly acquired kraft papers business will operate as KapStone Kraft Paper Corporation, and includes a paper mill in Roanoke Rapids, NC, and Ride Rite®, a dunnage bag plant in Fordyce, AR. The business employs approximately 700 people.

The company’s leadership team has more than a century of combined industry experience.  Key individuals include Roger W. Stone, Chairman and Chief Executive Officer, and Matthew Kaplan, President and Chief Operating Officer.  Tim Keneally will serve as Vice President of KapStone Paper and Packaging and President of Kapstone Kraft Paper Corporation.  Other Kapstone Kraft officers include Tonie Meyers, Vice President of Mill Sales and Customer Service; Anitra Collins, Vice President of Mill Operations; and Tom Bennington, Vice President of Ride Rite®.

“We are very excited about the acquisition of IP’s kraft papers business,” added Matt Kaplan.  “The Roanoke Rapids mill and Ride Rite® have been successful in creating strong, long-term customer relationships resulting from outstanding quality and service.  We believe both businesses are well positioned for the future.”

1

Stone Arcade originally announced plans to purchase International Paper’s kraft papers business in June 2006 for approximately $155 million in cash, subject to certain post-closing adjustments, and two payments totaling up to $60 million, payable five years from the close of the transaction, contingent upon business performance.

About the Company

Headquartered in Northfield, IL, Stone Arcade Acquisition Corporation was formed in 2005 and is the parent company of Kapstone Kraft Paper Corporation.  The business produces approximately 400,000 tons of kraft paper and lightweight linerboard and approximately 9 million Ride Rite® dunnage bags.  The business employs approximately 700 people.

Stone Arcade was formed as a publicly traded special purpose acquisition company, founded in April 2005, for the purpose of identifying and effecting an asset acquisition or business combination with an unidentified business in the paper, packaging, forest products, and related industries. Immediately following consummation of the acquisition of the kraft papers business, Stone Arcade filed an amendment to its certificate of incorporation to change its name to KapStone Paper and Packaging Corporation and to remove provisions relating to procedures governing its first business combination.

This press release may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are statements that are not historical facts. Such forward-looking statements are subject to known and unknown risks, uncertainties and assumptions about Stone Arcade and Kapstone Kraft that may cause actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. Factors that might cause or contribute to such a discrepancy include, but are not limited to, those described in Stone Arcade’s Securities and Exchange Commission filings. The information set forth herein should be read in light of such risks. Stone Arcade does not assume any obligation to update the information contained in this press release.

Contact:

For KapStone Paper and Packaging Corporation:

Roger Stone

Matt Kaplan

(847) 441-0929

2