Exhibit 10.1

FIRST AMENDMENT TO

CREDIT AGREEMENT AND TO SECURITY AND PLEDGE AGREEMENT

This FIRST AMENDMENT TO CREDIT AGREEMENT AND TO SECURITY AND PLEDGE AGREEMENT dated as of February 25, 2009 (the “First Amendment”), is entered into by and among SMURFIT-STONE CONTAINER ENTERPRISES, INC., a Delaware corporation, a debtor and debtor-in-possession in a case pending under Chapter 11 of the Bankruptcy Code (“U.S. Borrower”), SMURFIT-STONE CONTAINER CANADA INC., a company continued under the Companies Act (Nova Scotia), and operating pursuant to a proceeding under the CCAA, and a debtor and debtor in possession in a case pending under Chapter 11 of the Bankruptcy Code (“Canadian Borrower,” and together with the U.S. Borrower, the “Borrowers”), SMURFIT-STONE CONTAINER CORPORATION, a Delaware corporation, a debtor and debtor-in-possession in a case pending under Chapter 11 of the Bankruptcy Code (“Parent”), the other Loan Parties party hereto, the Lenders party hereto, JPMORGAN CHASE BANK, N.A., as Administrative Agent and Collateral Agent, and JPMORGAN CHASE BANK, N.A., TORONTO BRANCH, as Canadian Administrative Agent and Canadian Collateral Agent.

WITNESSETH:

WHEREAS, the Borrowers, the Lenders, and the Agents are parties to that certain Credit Agreement dated as of January 28, 2009, pursuant to which the Lenders have made available to the Borrowers a term loan, revolving credit and letter of credit facility in an aggregate principal amount not to exceed US$750,000,000 (the “Credit Agreement”), and the Administrative Agent, the U.S. Borrower and each of the other Grantors party thereto are parties to that certain Security and Pledge Agreement dated as of January 28, 2009 (the “Security Agreement”);

WHEREAS, the Borrowers have requested that the Lenders amend and supplement the Credit Agreement and Security Agreement to reflect certain modifications to the Credit Agreement and Security Agreement;

WHEREAS, the Lenders have agreed to (i) amend and supplement the Credit Agreement to reflect certain modifications to the Credit Agreement, and (ii) concur in an amendment by the Administrative Agent to the Security Agreement to reflect certain modifications to the Security Agreement;

WHEREAS, upon the occurrence of the First Amendment Effectiveness Date (as defined below), each of the parties to the Credit Agreement shall be deemed to have become a party to the Amended and Restated Credit Agreement (as in effect after giving effect to this First Amendment) in the form of Exhibit A hereto; and

WHEREAS, upon the occurrence of the First Amendment Effectiveness Date, each of the Lenders party to this Agreement shall have consented to the amendments to the Security Agreement set forth herein.

NOW, THEREFORE, in consideration of the premises and the mutual agreements herein set forth and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

Section 1.                                            Definitions.  Capitalized terms used and not otherwise defined in this First Amendment are used as defined in the Credit Agreement (after giving effect to this First Amendment).  In addition, the capitalized term “First Amendment Effectiveness Date” shall mean the first Business Day on which the conditions set forth in Section 4 hereof are fully satisfied to the satisfaction of the Administrative Agent or waived by the Administrative Agent.  The Administrative Agent will give the Borrowers and each Lender written notice of the occurrence of the First Amendment Effectiveness Date.

Section 2.                                            Amendments to Credit Agreement.  Subject to the conditions set forth in Section 4 hereof, the Credit Agreement is hereby amended and restated as follows:

2.1                                 Each of the provisions of the Credit Agreement which appear with computerized underscoring are inserted and each of the provisions which appear with computerized strike-through are deleted in the document annexed hereto as Exhibit A.

2.2                                 Annex A-2 to the Credit Agreement (as in effect prior to giving effect to this First Amendment) is hereby replaced in its entirety by Annex A-2 to the document attached as Exhibit A hereto.

2.4                                 Annex A-5 attached hereto as Exhibit B is hereby inserted as Annex A-5 of the Credit Agreement.

2.3                                 The Lenders hereby waive any Events of Default arising under Section 7.1(a) of the Credit Agreement to the extent, but solely to the extent, that such Events of Default are a result of Smurfit Stone Puerto Rico, Inc.’s failure to be in good standing under the law of its jurisdiction of organization prior to the First Amendment Effectiveness Date.

Section 3.                                            Amendments to Security Agreement.  Subject to the conditions set forth in Section 4 hereof, the Security Agreement is hereby amended as follows:

3.1                                 Section 7.2 of the Security Agreement is hereby amended and restated to read as follows:

7.2.                              Covenant Regarding New Deposit Accounts; Lock Boxes.  Before opening or replacing any Collateral Deposit Account, other Deposit Account (other than deposit accounts of Calpine, zero balance accounts, payroll accounts, withholding tax payment accounts and the Adequate Assurance Account (as defined below)), in which an average balance of at least $1,000,000 is maintained (provided that, the aggregate average balance in Deposit Accounts (other than deposit accounts of Calpine, zero balance accounts, payroll accounts, withholding tax payment accounts and the Adequate Assurance Account) as to which a Deposit Account Control Agreement is not in effect shall not exceed $5,000,000), or establishing a new Lock Box, each Grantor (other than Calpine) shall (a) obtain the Administrative Agent’s consent in writing to the opening of such Deposit Account or Lock Box, and (b) cause each bank or financial institution in which it seeks to open (i) a Deposit Account, to enter into a Deposit

Account Control Agreement with the Administrative Agent in order to give the Administrative Agent Control of such Deposit Account, or (ii) a Lock Box, to enter into a Lock Box Agreement with the Administrative Agent in order to give the Administrative Agent Control of the Lock Box.  In the case of Deposit Accounts or Lock Boxes maintained with Lenders, the terms of such letter shall be subject to the provisions of the Credit Agreement regarding setoffs.   The “Adequate Assurance Account” shall mean that certain account established at JPMorgan Chase Bank, N.A. pursuant to the INTERIM ORDER PURSUANT TO SECTIONS 1059A) AND 366(B) OF THE BANKRUPTCY CODE (I) PROHIBITING UTILITY PROVIDERS FROM ALTERING, REFUSING OR DISCONTINUING UTILITY SERVICES, (II) DEEMING UTILITY PROVIDERS ADEQUATELY ASSURED OF FUTURE PERFORMANCE, AND (III) ESTABLISHING PROCEDURES FOR DETERMINING ADEQUATE ASSURANCE OF PAYMENT and the final order with respect to such interim order.

3.2                                 The reference in Section 8.7 of the Security Agreement to Section 9.02 of the Credit Agreement is hereby corrected to be a reference to Section 9.10 of the Credit Agreement.

Section 4.                                            Effectiveness.  The effectiveness of this First Amendment, the amendment and restatement of the Credit Agreement and the amendment of the Security Agreement are subject to the following conditions precedent:

4.1                                 Supporting Documents.  The Administrative Agent shall have received for each of the Loan Parties:

4.1.1                        bring-down certificates delivered by each Loan Party (A) certifying that there were no changes, or providing the text of changes, to the Organizational Documents of such Loan Party as delivered pursuant to Section 4.1(a)(i) of the Credit Agreement and (B) to the effect that each Loan Party is in good standing in its jurisdiction of incorporation, organization or formation;

4.1.2                        signature and incumbency certificates of the officers of such Loan Party executing the Loan Documents to which it is a party, dated as of the First Amendment Effectiveness Date;

4.1.3                        duly adopted resolutions of the board of directors or similar governing body of each Loan Party approving and authorizing the execution, delivery and performance of this First Amendment, certified as of the First Amendment Effectiveness Date by its secretary or assistant secretary as being in full force and effect without modification or amendment; and

4.1.4                        such other documents as the Administrative Agent may reasonably request.

4.2                                 Loan Documents.  Each Loan Party, the Super-majority Lenders and the Administrative Agent shall have signed a counterpart of this First Amendment (whether the same or different counterparts) and shall have delivered the same to the Administrative Agent.

4.3                                 Opinion of Counsel.  The Administrative Agent and the Lenders shall have received the favorable written opinion of counsel to the Loan Parties, acceptable to the Administrative Agent, substantially in the form of Exhibit C.

4.4                                 Payment of Fees and Expenses.  The Loan Parties shall have paid to the Administrative Agent any unpaid balance of the fees and expenses due and payable by the Loan Parties pursuant to the Loan Documents.

4.5                                 Closing Documents.  The Administrative Agent shall have received all documents required by this First Amendment satisfactory in form and substance to the Administrative Agent in its exclusive discretion.

Section 5.                                            Representations and Warranties.  Each Loan Party represents and warrants to the Lenders that:

5.1                                 After giving effect to the First Amendment, the amendment and restatement of the Credit Agreement and the amendment of the Security Agreement, the  representations and warranties of the Loan Party contained in Section 3 of the Credit Agreement are true and correct in all material respects on and as of the date hereof as if such representations and warranties had been made on and as of the date hereof (except to the extent that any such representations and warranties specifically relate to an earlier date);

5.2                                 After giving effect to the First Amendment, the amendment and restatement of the Credit Agreement and the amendment of the Security Agreement, (i) each Loan Party is in compliance with all the terms and provisions set forth in the Credit Agreement and the Security Agreement, and (ii) no Event of Default has occurred and is continuing or would result from the execution, delivery and performance of this First Amendment; and

5.3                                 To the knowledge of the Loan Parties, the failure of Smurfit-Stone Puerto Rico, Inc. to be in good standing under the laws of its jurisdiction of organization during the period from the Closing Date to the First Amendment Effective Date is due solely to the failure of the officers of Smurfit-Stone Puerto Rico, Inc. to execute the 2006 Annual Report filed with the Department of State of the Commonwealth of Puerto Rico.

Section 6.                                            Choice of Law. THIS FIRST AMENDMENT SHALL IN ALL RESPECTS BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED WHOLLY WITHIN SUCH STATE AND THE BANKRUPTCY CODE.

Section 7.                                            Full Force and Effect.  Except as specifically amended hereby, all of the terms and conditions of the Credit Agreement and Security Agreement shall remain in full force and effect, and the same are hereby ratified and confirmed.  No reference to this First Amendment need be made in any instrument or document at any time referring to the Credit Agreement or Security Agreement, and a reference to the Credit Agreement or Security Agreement in any such instrument

or document shall be deemed a reference to the Credit Agreement or Security Agreement, as the case may be, as amended hereby.

Section 8.                                            Counterparts; Electronic Signatures.  This First Amendment may be executed in any number of counterparts, each of which shall constitute an original, but all of which taken together shall constitute one and the same agreement.  The Administrative Agent may, in its discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it; provided that approval of such procedures may be limited to particular notices or communications.

Section 9.                                            Headings.  Section headings used herein are for convenience only and are not to affect the construction of or be taken into consideration in interpreting this First Amendment.

[REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]

IN WITNESS WHEREOF, the parties hereto have caused this First Amendment to be duly executed as of the day and the year first written.

Signature Page to First Amendment to Credit Agreement and to Security and Pledge Agreement

Signature Page to First Amendment to Credit Agreement and to Security and Pledge Agreement

Signature Page to First Amendment to Credit Agreement and to Security and Pledge Agreement

Signature Page to First Amendment to Credit Agreement and to Security and Pledge Agreement

Signature Page to First Amendment to Credit Agreement and to Security and Pledge Agreement

EXHIBIT A

FORM OF AMENDED AND RESTATED CREDIT AGREEMENT

AMENDED AND RESTATED CREDIT AGREEMENT

among

SMURFIT-STONE CONTAINER CORPORATION,

a Debtor and Debtor-in-Possession under Chapter 11 of the Bankruptcy Code,

as the Parent and a U.S. Guarantor,

SMURFIT-STONE CONTAINER ENTERPRISES, INC.,

a Debtor and Debtor-in-Possession under Chapter 11 of the Bankruptcy Code,

as U.S. Borrower,

SMURFIT-STONE CONTAINER CANADA INC.,

a company operating pursuant to a proceeding under the CCAA and a Debtor and Debtor-in-Possession under Chapter 11 of the Bankruptcy Code,

as Canadian Borrower,

THE OTHER LOAN PARTIES PARTY HERETO,

THE LENDERS PARTY HERETO,

JPMORGAN CHASE BANK, N.A.,

as Administrative Agent and Collateral Agent,

and

JPMORGAN CHASE BANK, N.A., TORONTO BRANCH,

as Canadian Administrative Agent and Canadian Collateral Agent,

▇.▇. ▇▇▇▇▇▇ SECURITIES INC. and DEUTSCHE BANK SECURITIES INC.

as Co-Lead Arrangers,

▇.▇. ▇▇▇▇▇▇ SECURITIES INC., DEUTSCHE BANK SECURITIES INC.,

GE CAPITAL MARKETS, INC. and BANC OF AMERICA SECURITIES LLC

as Joint Bookrunners,

DEUTSCHE BANK SECURITIES INC.,

as Syndication Agent,

and

GENERAL ELECTRIC CAPITAL CORPORATION and BANK OF AMERICA, N.A.

as Co-Documentation Agents

Dated as of February 25, 2009

AMENDED AND RESTATED CREDIT AGREEMENT
TABLE OF CONTENTS

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AMENDED AND RESTATED CREDIT AGREEMENT
Dated as of February 25, 2009

AMENDED AND RESTATED CREDIT AGREEMENT, dated as of February 25, 2009, among SMURFIT-STONE CONTAINER ENTERPRISES, INC., a Delaware corporation, a debtor and debtor-in-possession in a case pending under Chapter 11 of the Bankruptcy Code (“U.S. Borrower”), SMURFIT-STONE CONTAINER CANADA INC., a company continued under the Companies Act (Nova Scotia), a company operating pursuant to a proceeding under the CCAA, and a debtor and debtor in possession in a case pending under Chapter 11 of the Bankruptcy Code (“Canadian Borrower,” and together with the U.S. Borrower, the “Borrowers”), SMURFIT-STONE CONTAINER CORPORATION, a Delaware corporation, a debtor and debtor-in-possession in a case pending under Chapter 11 of the Bankruptcy Code (“Parent”), the other Loan Parties party hereto, the Lenders party hereto, JPMORGAN CHASE BANK, N.A., as Administrative Agent and Collateral Agent, and JPMORGAN CHASE BANK, N.A., TORONTO BRANCH, as Canadian Administrative Agent and Canadian Collateral Agent.

INTRODUCTORY STATEMENT

WHEREAS, on January 26, 2009, the Loan Parties filed voluntary petitions with the Bankruptcy Court initiating the U.S. Cases and have continued in the possession of their assets and in the management of their businesses pursuant to Sections 1107 and 1108 of the Bankruptcy Code; and

WHEREAS, on January 26, 2009, the Canadian Loan Parties (other than Smurfit-MBI and SLP Finance General Partnership) commenced the Canadian Cases in the Canadian Court under the CCAA; and

WHEREAS, on January 26, 2009, Smurfit-MBI and SLP Finance General Partnership commenced recognition proceedings under the Bankruptcy and Insolvency Act (Canada); and

WHEREAS, the Loan Parties are parties to that certain Credit Agreement dated as of January 28, 2009 (the “Prior Agreement”); and

WHEREAS, the Borrowers have applied to the Lenders for a credit facility in an aggregate principal amount of US$750,000,000 (subject to the terms and conditions of this Agreement) consisting of (i) a US$215,000,000 revolving credit facility available in Dollars to the U.S. Borrower or the Canadian Borrower; (ii) a US$35,000,000 revolving credit and letter of credit facility available in Dollars to the U.S. Borrower or the Canadian Borrower; (iii) a US$400,000,000 term loan facility available in Dollars to the U.S. Borrower; (iv) a US$65,000,000 revolving credit and letter of credit facility available in Dollars or Canadian Dollars to the U.S. Borrower or the Canadian Borrower; and (v) a US$35,000,000 term loan facility available in Dollars to the Canadian Borrower; and

WHEREAS, the proceeds of the Loans will be used for (i) working capital, Letters of Credit and Capital Expenditures; (ii) other general corporate purposes of the Loan Parties (including intercompany loans to the extent permitted by this Agreement); (iii) for the

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refinancing in full of Indebtedness outstanding under the Receivables Securitization Programs; (iv) payment of any related transaction costs, fees and expenses; and (v) the costs of administration of the Cases, all as provided for herein; and

WHEREAS, all Letters of Credit issued and outstanding under the Prior Agreement as of the Amended and Restated Effective Date and all Loans outstanding thereunder on such date shall be deemed to be issued and outstanding under this Agreement (as more fully described herein); and

WHEREAS, to provide for the repayment of the Loans, the reimbursement of any drafts drawn under the Letters of Credit and the payment of the other Secured Obligations of the Loan Parties, the Loan Parties will provide to the Agents for the benefit of the Secured Parties the following (each as more fully described herein):

(a)           With respect to the Secured Obligations of the U.S. Loan Parties and the Canadian Borrower:

(1)           in the U.S. Cases pursuant to Section 364(c)(1) of the Bankruptcy Code, an allowed Superpriority Claim payable from and having recourse to all pre-petition and post-petition property of the estates of the U.S. Loan Parties and the Canadian Borrower and all proceeds thereof (including, upon entry of the Final Order, any proceeds of Avoidance Actions);

(2)           in the U.S. Cases pursuant to Section 364(c)(2) of the Bankruptcy Code, a perfected first priority Lien on all unencumbered property of the U.S. Loan Parties and the Canadian Borrower (including, upon entry of the Final Order, any proceeds of Avoidance Actions) and on all cash maintained in any Collateral Account and any investments of the funds contained therein, provided that amounts in the Collateral Accounts shall not be subject to the Carve-Out or the CCAA Charges;

(3)           in the U.S. Cases pursuant to Section 364(c)(3) of the Bankruptcy Code, a perfected junior Lien upon all property of the U.S. Loan Parties and the Canadian Borrower that is subject to valid and perfected Liens in existence on the Filing Date or that is subject to valid Liens in existence on the Filing Date that are perfected subsequent to the Filing Date as permitted by Section 546(b) of the Bankruptcy Code (other than certain property that is subject to the existing Liens that secure obligations under the Pre-Petition Credit Agreement, which Liens shall be primed by the Liens granted pursuant to Section 364(d)(1) of the Bankruptcy Code);

(4)           in the U.S. Cases pursuant to Section 364(d)(1) of the Bankruptcy Code, a perfected first priority, senior priming Lien on all of the property of the U.S. Loan Parties and the Canadian Borrower (including, without limitation, cash, inventory, receivables, rights under license agreements, property, plant and equipment and the residual interest of the U.S. Loan Parties and the Canadian Borrower in any Receivables Securitization Programs) that is subject to the Primed Liens, which Primed Liens shall be primed by and made subject and subordinate to the perfected first priority senior priming Liens to be granted to the Administrative Agent, which senior priming Liens in favor of the Administrative Agent shall also prime any Liens granted after the commencement of the Cases to provide adequate

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protection Liens in respect of any of the Primed Liens, but shall not prime (1) Non-Primed Liens which secure the Calpine Debt or (2) other Non-Primed Liens solely to the extent such Non-Primed Liens secure claims in an aggregate amount less than or equal to US$60,000,000; and

(5)           in the Canadian Cases, pursuant to an order of the Canadian Court, in respect of the Secured Obligations of the Canadian Borrower, a CCAA DIP Lenders’ Charge over all of the present and future assets of the Canadian Borrower with priority over all existing Liens and security, including the Primed Liens; and

(b)           With respect to the Secured Obligations of the Canadian Loan Parties:

(1)           in the U.S. Cases pursuant to Section 364(c)(1) of the Bankruptcy Code, an allowed Superpriority Claim payable from and having recourse to all pre-petition and post-petition property of the estates of the Canadian Loan Parties and all proceeds thereof (including, upon entry of the Final Order, any proceeds of Avoidance Actions);

(2)           in the U.S. Cases pursuant to Section 364(c)(2) of the Bankruptcy Code, a perfected first priority Lien on all unencumbered property of the Canadian Loan Parties (including, upon entry of the Final Order, any proceeds of Avoidance Actions) and on all cash maintained in any Collateral Account and any investments of the funds contained therein, provided that amounts in the Collateral Accounts shall not be subject to the Carve-Out or the CCAA Charges;

(3)           in the U.S. Cases pursuant to Section 364(c)(3) of the Bankruptcy Code, a perfected junior Lien upon all property of the Canadian Loan Parties that is subject to valid and perfected Liens in existence on the Filing Date or that is subject to valid Liens in existence on the Filing Date that are perfected subsequent to the Filing Date as permitted by Section 546(b) of the Bankruptcy Code (other than certain property that is subject to the existing Liens that secure obligations under the Pre-Petition Credit Agreement, which liens shall be primed by the liens to be granted to the Administrative Agent pursuant to Section 364(d)(1) of the Bankruptcy Code);

(4)           in the U.S. Cases pursuant to Section 364(d)(1) of the Bankruptcy Code, a perfected first priority, senior priming Lien on all of the property of the Canadian Loan Parties (including, without limitation, cash, inventory, receivables, rights under license agreements, property, plant and equipment and the residual interest of the Canadian Loan Parties in any Receivables Securitization Programs) that is subject to the Primed Liens, which Primed Liens shall be primed by and made subject and subordinate to the perfected first priority senior priming Liens to be granted to the Administrative Agent, which senior priming Liens in favor of the Administrative Agent shall also prime any Liens granted after the commencement of the Cases to provide adequate protection Liens in respect of any of the Primed Liens, but shall not prime (1) Non-Primed Liens which secure the Calpine Debt or (2) other Non-Primed Liens solely to the extent such Non-Primed Liens secure claims in an aggregate amount less than or equal to US$60,000,000; and

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(5)           in the Canadian Cases, pursuant to an order of the Canadian Court, the CCAA DIP Lenders’ Charge over all of the present and future assets of the Canadian Loan Parties with priority over all existing liens and security, including the Primed Liens;

WHEREAS, all of the claims and Liens granted hereunder to the Agents for the benefit of the Secured Parties in the U.S. Cases shall be subject to the Carve-Out to the extent provided in Section 2.24 and in the Canadian Cases shall be subject to the CCAA Charges to the extent provided in Section 2.24.

Accordingly, the parties hereto hereby agree as follows:

ARTICLE 1. DEFINITIONS

Section 1.1            Defined Terms.  As used in this Agreement, the following terms shall have the meanings specified below:

“ABR Loan” shall mean any Loan bearing interest at a rate determined by reference to the Alternate Base Rate in accordance with the provisions of ARTICLE 2.

“Account” has the meaning specified in Article 9 of the UCC or the PPSA, as applicable, and shall include, without limitation, any right to payment owed to any Person arising out of the sale of goods or services by such Person.

“Account Debtor” shall mean, with respect to any Account, the obligor with respect to such Account.

“Additional Credit” shall have the meaning given such term in Section 4.2(d).

“Adjusted LIBO Rate” shall mean, with respect to any Eurodollar Borrowing for any Interest Period, an interest rate per annum (rounded upwards, if necessary, to the next 1/16 of 1.0%) equal to the greater of (a) 3.5% and (b) (i) the LIBO Rate in effect for such Interest Period multiplied by (ii) the Statutory Reserve Rate.  For purposes hereof, the term “LIBO Rate” shall mean the rate appearing on Reuters Screen LIBOR01 Page (or on any successor or substitute page of such service, or any successor to or substitute for such service, providing rate quotations comparable to those currently provided on such page of such service, as determined by the Administrative Agent from time to time for purposes of providing quotations of interest rates applicable to dollar deposits in the London interbank market) at approximately 11:00 a.m., London time, two Business Days prior to the commencement of such Interest Period, as the rate for dollar deposits with a maturity comparable to such Interest Period.  In the event that such rate is not available at such time for any reason, then the “LIBO Rate” with respect to such Eurodollar Borrowing for such Interest Period shall be the rate at which dollar deposits of US$5,000,000 and for a maturity comparable to such Interest Period are offered by the principal London office of the Administrative Agent in immediately available funds in the London interbank market at approximately 11:00 a.m., London time, two Business Days prior to the commencement of such Interest Period.

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“Administration Charge” shall have the meaning given such term in Section 2.24.

“Administrative Agent” shall mean JPMorgan Chase Bank, N.A., in its capacity as administrative agent for the Lenders hereunder.

“Administrative Questionnaire” shall mean an administrative questionnaire in a form supplied by the Administrative Agent.

“Affiliate” shall mean, as to any Person, any other Person which, directly or indirectly, is in control of, is controlled by, or is under common control with, such Person.  For purposes of this definition, a Person (a “Controlled Person”) shall be deemed to be “controlled by” another Person (a “Controlling Person”) if the Controlling Person possesses, directly or indirectly, power to direct or cause the direction of the management and policies of the Controlled Person whether by contract or otherwise.

“Agents” shall mean the Administrative Agent, the Canadian Administrative Agent, the Collateral Agent, and  the Canadian Collateral Agent, together, and “Agent” means any one of such Agents individually.

“Aggregate Credit Exposure” shall mean, at any time, the aggregate Credit Exposure of all the Lenders.

“Agreement” shall mean this Amended and Restated Credit Agreement, as the same may from time to time be amended, restated, modified or supplemented.

“Alternate Base Rate” shall mean, for any day, a rate per annum equal to the greatest of (a) 4.5%, (b) the Prime Rate in effect on such day, (c) the Federal Funds Effective Rate in effect on such day plus ½ of 1% and (d) the Adjusted LIBO Rate for a one month Interest Period on such day (or if such day is not a Business Day, the immediately preceding Business Day) plus 1%, provided that, for the avoidance of doubt, the Adjusted LIBO Rate for any day shall be based on the rate appearing on the Reuters Screen LIBOR01 Page (or on any successor or substitute page) at approximately 11:00 a.m. London time on such day (without any rounding).  For purposes hereof, “Prime Rate” shall mean the rate of interest per annum publicly announced from time to time by the Administrative Agent as its prime rate in effect at its principal office in New York City (or, in the case of Loans or Borrowings denominated in Dollars made by the Canadian Lenders pursuant to the Canadian Commitments, the rate per annum announced from time to time by the Canadian Administrative Agent as its U.S. base rate for commercial loans in effect at its office in Toronto); each change in the Prime Rate shall be effective on the date such change is publicly announced.  If the Administrative Agent shall have determined (which determination shall be conclusive absent manifest error) that it is unable to ascertain the Federal Funds Effective Rate for any reason, including the inability or failure of the Administrative Agent to obtain sufficient quotations in accordance with the terms hereof, the Alternate Base Rate shall be determined without regard to clause (c) of the first sentence of this definition, as appropriate, until the circumstances giving rise to such inability no longer exist.  Any change in the Alternate Base Rate due to a change in the Prime Rate, the Federal Funds Effective Rate or the Adjusted LIBO Rate shall be effective from and including the effective date

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of such change in the Prime Rate, the Federal Funds Effective Rate or the Adjusted LIBO Rate, respectively.

“Amended and Restated Effective Date” shall mean the date on which the First Amendment to Credit Agreement has been executed and the conditions precedent to the effectiveness of the First Amendment to Credit Agreement have been satisfied or waived.

“Applicable Agent” shall mean (a) with respect to the Canadian Commitments, extensions of credit thereunder, payments in respect thereof and other matters pertaining thereto, the Canadian Administrative Agent, (b) with respect to the U.S. Commitments, extensions of credit thereunder, payments in respect thereof and other matters pertaining thereto, the Administrative Agent and (c) with respect to any action or determination under any Collateral Document or Collateral thereunder, the Agent to which a security interest is granted under such Collateral Document; provided that the Administrative Agent shall be the Applicable Agent for all purposes not involving a particular Class of Commitments, extensions of credit thereunder, payments thereunder or other matters pertaining thereto, or actions or determinations under a particular Collateral Document.

“Applicable Margin” shall mean, for any day, with respect to any ABR Loan, Eurodollar Loan, Canadian Prime Rate Loan, Discount Rate Loan, or with respect to the Letters of Credit issued hereunder, as the case may be, the applicable rate per annum set forth below under the caption “ABR and Canadian Prime Rate Spread”, “Eurodollar and Discount Rate Spread”, “Letter of Credit Fees” or “Drafts Drawn under Letters of Credit”, as the case may be:

The Applicable Margin shall be determined based on Pricing Level 1; provided, that from and after January 28, 2010 (assuming the proper exercise of the Fifteen Month Facility Extension Option), the Applicable Margin shall be determined based on Pricing Level 2; provided, further, that from and after April 28, 2010 (assuming the proper exercise of the Eighteen Month Facility Extension Option), the Applicable Margin shall be determined based on Pricing Level 3.  Notwithstanding anything to the contrary contained in this definition, the determination of the Applicable Margin for any period shall be subject to the provisions of Section 2.10.

“Applicable Percentage” shall mean, with respect to (a) any U.S. Tranche A Revolving Lender, a percentage equal to a fraction the numerator of which is such Lender’s U.S. Tranche A Revolving Commitment and the denominator of which is the aggregate U.S. Tranche A Revolving Commitments of all U.S. Tranche A Revolving Lenders (if the U.S. Tranche A Revolving Commitments have terminated or expired, the Applicable Percentages shall be determined based upon such Lender’s share of the aggregate U.S. Tranche A Revolving Loans at that time), (b) any U.S. Tranche B Revolving Lender, a percentage equal to a fraction the numerator of which is such Lender’s U.S. Tranche B Revolving Commitment and the

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denominator of which is the aggregate U.S. Tranche B Revolving Commitments of all U.S. Tranche B Revolving Lenders (if the U.S. Tranche B Revolving Commitments have terminated or expired, the Applicable Percentages shall be determined based upon such Lender’s share of the aggregate U.S. Tranche B Revolving Credit Utilization at that time), (c) any Canadian Revolving Lender, a percentage equal to a fraction the numerator of which is such Lender’s Canadian Revolving Commitment and the denominator of which is the aggregate Canadian Revolving Commitment of all Canadian Revolving Lenders (if the Canadian Revolving Commitments have terminated or expired, the Applicable Percentages shall be determined based upon such Lender’s share of the aggregate Canadian Revolving Credit Utilization at that time); provided that in the case of Section 2.33 when a Defaulting Lender shall exist, any such Defaulting Lender’s Revolving Commitment shall be disregarded in any calculation pursuant to the foregoing clauses (a), (b) and (c), (d) any U.S. Term Loan Lender, a percentage equal to a fraction the numerator of which is such Lender’s outstanding principal amount of the U.S. Term Loans and the denominator of which is the aggregate outstanding amount of the U.S. Term Loans of all U.S. Term  Loan Lenders, (e) any Canadian Term Loan Lender, a percentage equal to a fraction the numerator of which is such Lender’s outstanding principal amount of the Canadian Term Loans and the denominator of which is the aggregate outstanding amount of the Canadian Term Loans of all Canadian Term Loan Lenders and (f) the Aggregate Credit Exposure of any Lender, a percentage based upon such Lender’s share of the Aggregate Credit Exposure and the unused Commitments; provided that in the case of Section 2.33 when a Defaulting Lender shall exist, any such Defaulting Lender’s Commitment shall be disregarded in any calculation pursuant to this clause (f).

“Approved Fund” shall have the meaning set forth in Section 9.3.

“Asset Sale” shall mean a sale, lease or sub-lease (as lessor or sublessor), sale and leaseback, assignment, conveyance, transfer or other disposition to, or any exchange of property with, any Person (other than a Loan Party), in one transaction or series of transactions, of all or any part of the Loan Parties’ or any of their Subsidiaries’ businesses, assets or properties of any kind, whether real, personal, or mixed and whether tangible or intangible, whether now owned or hereafter acquired, including, without limitation, the capital stock of any of the Loan Parties (other than the Parent) or their Subsidiaries in each case other than (i) Inventory sold in the ordinary course of business, and (ii) sales of assets for aggregate consideration of less than US$1,000,000 with respect to any transaction or series of related transactions and less than US$10,000,000 in the aggregate on a cumulative basis with respect to all such transactions during the term of this Agreement.

“Assignment and Acceptance” shall mean an assignment and acceptance entered into by a Lender and an Eligible Assignee, and accepted by the Administrative Agent, substantially in the form of Exhibit E.

“Available Cash” shall mean, on any date, (a) the fair market value on such date of unrestricted cash and cash equivalents held in securities accounts of the Loan Parties and their Subsidiaries, and (b) the amount of unrestricted available funds held on such date in bank deposit accounts of the Loan Parties and their Subsidiaries, in each case subject to no Liens other than (i) Liens in favor of the Agents on behalf of the Secured Parties, (ii) Liens in favor of the Pre-Petition Agent on behalf of the Pre-Petition Secured Lenders, (iii) the CCAA Charges and (iv) an

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unregistered Lien in respect of Priority Payables that are not yet due and payable, and in any event excluding amounts held in any Collateral Account, as evidenced in the applicable Borrowing Base Certificate delivered by each Borrower to the Administrative Agent pursuant to Section 5.8.

“Avoidance Actions” shall mean claims and causes of action under Sections 502(d), 544, 545, 547, 548, 549 and 550 of the Bankruptcy Code.

“Banking Services” shall mean each and any of the following bank services provided to any Loan Party by any Lender or any of its Affiliates: (a) commercial credit cards, (b) stored value cards and (c) treasury management services (including, without limitation, controlled disbursement, automated clearinghouse transactions, return items, overdrafts and interstate depository network services).

“Banking Services Obligations” shall mean any and all obligations of the Loan Parties, whether absolute or contingent and howsoever and whensoever created, arising, evidenced or acquired (including all renewals, extensions and modifications thereof and substitutions therefor) in connection with Banking Services.

“Banking Services Reserves” means all Reserves which the Applicable Agent from time to time establishes in its Permitted Discretion for Banking Services then provided or outstanding.

“Bankruptcy Code” shall mean The Bankruptcy Reform Act of 1978, as heretofore and hereafter amended, and codified as 11 U.S.C. Section 101 et seq.

“Bankruptcy Court” shall mean the United States Bankruptcy Court for the District of Delaware or any other court having jurisdiction over the U.S. Cases from time to time.

“Board” shall mean the Board of Governors of the Federal Reserve System of the United States.

“Borrowers” shall have the meaning set forth in the Introduction.

“Borrowing” shall mean the incurrence of Revolving Loans or the Term Loans, as the case may be, of a single Type and Class made from all the Lenders in accordance with their Applicable Percentages on a single date and having, in the case of Eurodollar Loans or Discount Rate Loans, a single Interest Period or Contract Period (with any ABR Loan or Canadian Prime Rate Loan made pursuant to Section 2.17 being considered a part of the related Borrowing of Eurodollar Loans or Discount Rate Loans).

“Borrowing Bases” shall mean the U.S. Borrowing Base and the Canadian Borrowing Base.

“Borrowing Base Certificate” shall mean a certificate substantially in the form of Exhibit C-1 hereto (with respect to the certificate to be delivered by the Loan Parties weekly or more frequently) and Exhibit C-2 hereto (with respect to the certificate to be delivered by the Loan Parties monthly) (in each case with such changes therein as may be required by the

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Administrative Agent from time to time to reflect the components of and reserves against the U.S. Borrowing Base and the Canadian Borrowing Base as provided for hereunder from time to time), executed and certified as accurate and complete by a Financial Officer of each of the Loan Parties, which shall include appropriate exhibits, schedules and supporting documentation, and additional reports as (i) outlined in Exhibits C-1 and C-2, (ii) requested by the Administrative Agent, and (iii) provided in Section 5.8.

“Budget” shall have the meaning set forth in Section 4.1(j).

“Business Day” shall mean any day other than a Saturday, Sunday or other day on which banks in the State of New York are required or permitted to close (and, for a Letter of Credit, other than a day on which the applicable Fronting Bank issuing such Letter of Credit is closed); provided, however, that (a) when used in connection with a Eurodollar Loan, the term “Business Day” shall also exclude any day on which banks are not open for dealings in dollar deposits on the London interbank market and (b) when used in connection with a Borrowing of Canadian Revolving Loans, Canadian Term Loans or a Canadian Revolving Facility Letter of Credit, the term “Business Day” shall also exclude any day on which banks are not open for business in Toronto and Montreal.

“Calculation Date” shall mean (a) the last Business Day of each month, (b) the date of each notice of Borrowing or refinancing of Canadian Revolving Loans or Canadian Term Loans, or (c) the Business Day preceding the issuance, amendment, extension or renewal of each Canadian Revolving Facility Letter of Credit.

“Calpine” shall mean Calpine Corrugated LLC, a California limited liability company.

“Calpine Debt” shall mean Indebtedness of Calpine under (i) that certain Amended and Restated Credit Agreement dated as of July 28, 2008 between Calpine and The CIT Group/Equipment Financing, Inc. in respect of a loan in the principal amount of US$40,350,000 and (ii) that certain Loan and Security Agreement dated as of March 30, 2006 between Calpine and Union Bank of California, N.A. as amended prior to and including that certain Sixth Amendment to Loan and Security Agreement dated as of July 28, 2008 in respect of a loan in the principal amount of US$12,000,000.

“CAM” shall mean the mechanism for the allocation and exchange of interests in the Credit Facilities and collections thereunder established under ARTICLE 11.

“CAM Exchange” shall mean the exchange of the Lenders’ interests provided for in Section 11.1.

“CAM Percentage” shall mean, as to each Lender, a fraction, expressed as a decimal, of which (a) the numerator shall be the aggregate Obligations owed to such Lender, and (b) the denominator shall be the aggregate Obligations owed to all the Lenders, in each case immediately prior to the Termination Date.  For purposes of computing each Lender’s CAM Percentage, all Obligations which shall be denominated in Canadian Dollars shall be translated into Dollars at the Exchange Rate in effect on the Termination Date.

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“Canadian Administrative Agent” shall mean JPMorgan Chase Bank, N.A., Toronto Branch, in its capacity as Canadian administrative agent for the Lenders hereunder.

“Canadian Benefit Plans” shall mean all employee benefit plans of any nature or kind whatsoever (other than the Canadian Pension Plans) that are maintained or contributed to by the Canadian Borrower or any other Canadian Loan Party.

“Canadian Borrower” shall have the meaning set forth in the Introduction.

“Canadian Borrowing Base” shall mean, at the time of any determination, an amount equal to the sum (expressed in Dollars, based on the Exchange Rate determined in accordance with Section 1.4), without duplication, of (a) 85% of Eligible Accounts of the Canadian Loan Parties at such time plus (b) the lesser of (i) 65% of Eligible Inventory of the Canadian Loan Parties at such time and (ii) 85% of the Net Orderly Liquidation Value of Eligible Inventory of the Canadian Loan Parties at such time (in each case with respect to clauses (i) and (ii) with any Eligible Inventory to be valued at the lower of cost (determined on a first-in, first-out basis) or market), plus (c) the Canadian PP&E Component, minus (d) the amount of the Reserves at such time, minus, without duplication, (e) the then applicable aggregate amount of obligations secured by the CCAA Charges as calculated pursuant to Section 2.24 at such time, minus (f) to the extent not otherwise included in the CCAA Charges, the amount of Priority Payables at such time.  The Canadian Borrowing Base at any time shall be determined by reference to the most recent Borrowing Base Certificate delivered to the Administrative Agent pursuant to Section 5.8 of this Agreement.

“Canadian Cases” shall mean the consolidated proceedings of the CCAA Cases and the Recognition Cases.

“Canadian Collateral Agent” shall mean JPMorgan Chase Bank, N.A., Toronto Branch, in its capacity as Canadian collateral agent for the Lenders hereunder and the other Secured Parties.

“Canadian Commitments” shall mean the Canadian Revolving Commitment and the Canadian Term Loan Commitment.

“Canadian Concentration Account” shall mean the blocked concentration account established by the Canadian Borrower pursuant to Section 5.7 and designated as the “Smurfit-Stone Canadian Concentration Account” with JPMorgan Chase Bank, N.A., Toronto Branch, or a bank acceptable to the Canadian Administrative Agent.

“Canadian Conversion Notice” shall have the meaning given such term in Section 9.23(c).

“Canadian Court” shall mean the Ontario Superior Court of Justice or any other court having jurisdiction over the Canadian Cases.

“Canadian Dollar Equivalent” shall mean, on any date of determination, with respect to any amount in Dollars, the equivalent in Canadian Dollars of such amount determined by the Administrative Agent using the Exchange Rate then in effect.

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“Canadian Dollars” and “C$” shall mean lawful currency of Canada.

“Canadian Guaranteed Obligations” shall have the meaning set forth in Section 10.2.

“Canadian Guarantor” and “Canadian Guarantors” shall mean, individually or collectively, SMBI Inc. and each of the Canadian Subsidiaries party to this Agreement (other than the Canadian Borrower).  As of the Closing Date, the Canadian Guarantors are 3083527 Nova Scotia Company, a corporation organized under the laws of the Province of Nova Scotia, MBI Limited/Limitée, a corporation organized under the laws of the Province of New Brunswick, Smurfit-MBI, a limited partnership organized under the laws of the Province of Ontario, Stone Container Finance Company of Canada II, a corporation organized under the laws of the Province ▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Ltd., a company with limited liability organized under the laws of the Province of British Columbia, B.C. Shipper Supplies Ltd., a corporation organized under the laws of the Province of British Columbia, Specialty Containers Inc., a corporation organized under the laws of the Province of Alberta, SLP Finance General Partnership, a general partnership formed and operated under the Civil Code of Québec, Francobec Company, a corporation organized under the laws of the Province of Nova Scotia, 605681 N.B. Inc., a corporation organized under the laws of the Province of New Brunswick, and SMBI Inc., a Delaware corporation, and, after the Closing Date, shall include each subsequently organized Canadian Subsidiary and each direct parent thereof.

“Canadian Investment Account” shall mean the account established by the Canadian Borrower pursuant to Section 2.7(d) and designated as the “Smurfit-Stone Canadian Investment Account” with JPMorgan Chase Bank, N.A., Toronto Branch, or a bank acceptable to the Canadian Administrative Agent.

“Canadian Lender” shall mean, as of any date of determination, a Person constituting a Canadian Revolving Lender or Canadian Term Lender.

“Canadian Letter of Credit Account” shall mean the non-interest bearing account established by the Canadian Borrower under the sole and exclusive control of the Canadian Administrative Agent maintained at JPMorgan Chase Bank, N.A., Toronto Branch, or a bank acceptable to the Canadian Administrative Agent, designated as the “JPMorgan Chase Bank NA (Smurfit-Stone Canadian Letter of Credit) Account” that shall be used solely for the purposes set forth in Section 2.4(c) and Section 2.14.

“Canadian Letter of Credit Outstandings” shall mean, at any time of determination, the sum of (a) the aggregate undrawn amount of all outstanding Canadian Revolving Facility Letters of Credit that are denominated in Dollars, plus the U.S. Dollar Equivalent at such time of the aggregate undrawn amount of all Canadian Revolving Facility Letters of Credit that are denominated in Canadian Dollars and (b) the aggregate amount that has been drawn under any Canadian Revolving Facility Letter of Credit denominated in Dollars that has not been reimbursed by the Canadian Borrower or another Loan Party at such time plus the U.S. Dollar Equivalent of the aggregate amount that has been drawn under any Canadian Revolving Facility Letter of Credit denominated in Canadian Dollars that has not been reimbursed by the Canadian Borrower or another Loan Party at such time.  The Canadian Letter

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of Credit Outstandings with respect to any Canadian Revolving Lender at any time shall equal its Applicable Percentage of the aggregate Canadian Letter of Credit Outstandings at such time.

“Canadian Loan Party” and “Canadian Loan Parties” shall mean, individually or collectively, the Canadian Borrower and the Canadian Guarantors.

“Canadian Loans” shall mean the Canadian Revolving Loans and the Canadian Term Loans.

“Canadian Pension Plans” shall mean all plans that are considered to be pension plans for the purposes of, and are required to be registered under, the ITA or any applicable pension benefits standards statute or regulation in Canada and that are established, maintained or contributed to by the Canadian Borrower or any other Canadian Loan Party for its current or former employees.

“Canadian PP&E Component” shall mean the lesser of (x) (i) during the period commencing with the Closing Date until the twelve (12) month anniversary of the Closing Date, up to US$15,000,000, (ii) during the period commencing with the twelve (12) month anniversary of the Closing Date until the fifteen (15) month anniversary of the Closing Date, up to US$10,000,000, and (iii) on the fifteen (15) month anniversary of the Closing Date and thereafter, up to US$7,500,000, or, in each case, such lesser amount as may be specified by the Canadian Borrower on the Canadian Borrower’s most recent Borrowing Base Certificate, and (y) the greater of (A) (i) 50% of the Net Orderly Liquidation Value of Eligible Equipment of the Canadian Loan Parties at such time plus (ii) 50% of the Fair Market Value of Eligible Real Property of the Canadian Loan Parties at such time (as set forth in the most recent third party real estate appraisal in form and substance satisfactory to the Administrative Agent), and (B) 20% of the Net Orderly Liquidation Value In Place of (i) Eligible Equipment of the Canadian Loan Parties at such time and (ii) Eligible Real Property of the Canadian Loan Parties at such time.  Notwithstanding the foregoing sentence, until the earlier of (x) such time as appraisals satisfactory to the Administrative Agent are completed pursuant to Section 5.6 and (y) May 28, 2009, or such later date as the Administrative Agent may approve in its exclusive discretion, the Canadian PP&E Component shall be US$15,000,000 or such lesser amount as may be specified by the Canadian Borrower on the Canadian Borrower’s most recent Borrowing Base Certificate.

“Canadian Prime Rate” shall mean, on any day, the greatest of (a) 4.5%, (b) the annual rate of interest announced from time to time by the Canadian Administrative Agent as being its reference rate then in effect for determining interest rates on Canadian Dollar-denominated commercial loans made by it in Canada and (c) the CDOR Rate for a one month term in effect from time to time plus 100 basis points per annum.

“Canadian Prime Rate Loan” shall mean any Loan bearing interest at a rate determined by reference to the Canadian Prime Rate in accordance with the provisions of ARTICLE 2.

“Canadian Receivables Securitization Program” shall mean the Receivables Purchase Agreement, dated as of March 30, 2004, among MBI Limited/Limitee, in its capacity as general partner of Smurfit-MBI, Computershare Trust Company of Canada, in its capacity as

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trustee of King Street Funding Trust, and Scotia Capital Inc., as amended, restated, modified or waived from time to time.

“Canadian Revolving Commitment” shall mean, with respect to each Canadian Revolving Lender, the commitment of such Lender to make Canadian Revolving Loans hereunder and to acquire participations in Canadian Revolving Facility Letters of Credit in the amount set forth opposite its name on Annex A-1 hereto or as may subsequent to the Closing Date be set forth in the Register from time to time, as the same may be reduced from time to time pursuant to the terms of this Agreement.  As of the Closing Date, the aggregate amount of the Canadian Revolving Commitments is US$65,000,000.

“Canadian Revolving Credit Utilization” shall mean, at any time of determination, the sum of (a) the aggregate principal amount of Canadian Revolving Loans outstanding at such time and denominated in Dollars, plus (b) the U.S. Dollar Equivalent of the aggregate principal amount of Canadian Revolving Loans outstanding at such time and denominated in Canadian Dollars, plus (c) the Canadian Letter of Credit Outstandings at such time.

“Canadian Revolving Facility Letters of Credit” shall mean any irrevocable letter of credit issued pursuant to Section 2.4 for the account of the Canadian Borrower or a Canadian Subsidiary by a Fronting Bank pursuant to the terms and conditions of ARTICLE 2, which letter of credit shall be (i) a standby or import documentary letter of credit, (ii) issued for purposes consistent with the ordinary course of business of the Loan Parties, as determined by the Loan Parties in their reasonable judgment, or for such other purposes as are acceptable to the Canadian Administrative Agent, (iii) denominated in Dollars or Canadian Dollars and (iv) otherwise in such form as may be approved from time to time by the Canadian Administrative Agent and the applicable Fronting Bank.

“Canadian Revolving Lenders” shall mean the Lenders having Canadian Revolving Commitments or holding Canadian Revolving Loans.

“Canadian Revolving Loan” shall mean a revolving loan to the U.S. Borrower or the Canadian Borrower made pursuant to Section 2.1(b)(iii) in Dollars or Canadian Dollars.

“Canadian Secured Obligations” shall mean (a) all Obligations owing by the Canadian Borrower (other than in respect of its guaranty of Obligations of the U.S. Borrower), (b) all Obligations owing by any other Canadian Loan Party, (b) all Banking Services Obligations owing by any Canadian Loan Party and (c) all Swap Obligations owing by any Canadian Loan Party to one or more Canadian Lenders or their respective Affiliates; provided that at or prior to the time that any transaction relating to a Swap Obligation is executed, the Canadian Lender or an Affiliate thereof party thereto (other than JPMCB) shall have delivered written notice to the Administrative Agent that such a transaction has been entered into and that it constitutes a Canadian Secured Obligation entitled to the benefits of the Collateral Documents.

“Canadian Security Agreement” shall mean the Canadian Security Agreement made by each of the Canadian Loan Parties in favor of the Canadian Collateral Agent and the Quebec Security Agreements.

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“Canadian Subsidiary” shall mean any Subsidiary of the Parent incorporated, organized or formed under the laws of Canada or any province or other territory thereof.

“Canadian Term Loans” shall mean the term loans to the Canadian Borrower made pursuant to Section 2.1(a)(ii) (or made to the Canadian Borrower pursuant to Section 9.23(c))in Dollars.

“Canadian Term Loan Collateral Account” shall mean the account established by the Canadian Borrower under the sole and exclusive control of the Canadian Administrative Agent maintained with JPMorgan Chase Bank, N.A., Toronto Branch, or a bank acceptable to the Canadian Administrative Agent, designated as the “Smurfit-Stone Canadian Term Loan Collateral Account” that shall be used solely for the purposes set forth in Section 2.7(d) and Section 2.14(d).

“Canadian Term Loan Commitment” shall mean, with respect to each Canadian Term Loan Lender, the commitment of such Lender to make a Canadian Term Loan hereunder in the amount set forth opposite its name on Annex A-4 hereto, as the same shall be reduced on the Closing Date pursuant to Section 2.14(k) and as may be modified pursuant to Section 9.23(c).  As of the Closing Date and prior to making the Canadian Term Loans, the aggregate amount of the Canadian Term Loan Commitments of the Canadian Term Loan Lenders is US$35,000,000.

“Canadian Term Loan Conversion” shall have the meaning given such term in Section 9.23(c).

“Canadian Term Loan Lenders” shall mean the Lenders having Canadian Term Loan Commitments or holding Canadian Term Loans.

“Canadian Term Outstandings” shall mean, at any time of determination, an amount equal to (a) the aggregate principal amount of the Canadian Term Loans outstanding at such time minus (b) the amount of cash held in the Canadian Term Loan Collateral Account at such time.

“Capital Expenditures” shall mean, for any period, the aggregate of all expenditures (whether paid in cash and not accrued prior to such period but after the Closing Date or accrued as liabilities during such period, and including that portion of Capital Lease Obligations which is capitalized on the consolidated balance sheet of the Loan Parties and their Subsidiaries) by the Loan Parties and their Subsidiaries during such period that, in conformity with GAAP, are required to be included in or reflected by the property, plant, equipment or intangibles or similar fixed asset accounts reflected in the consolidated balance sheet of the Loan Parties and their Subsidiaries, but excluding expenditures made in connection with the replacement or restoration of assets, to the extent reimbursed or financed from insurance proceeds paid on account of the loss of or the damage to the assets being replaced or restored, or from awards of compensation arising from the taking by condemnation or eminent domain of such assets being replaced.

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“Capital Lease Obligations” of any Person means the obligations of such Person to pay rent or other amounts under any lease of (or other arrangement conveying the right to use) real or personal property, or a combination thereof, which obligations are required to be classified and accounted for as capital leases on a balance sheet of such Person under GAAP, and the amount of such obligations shall be the capitalized amount thereof determined in accordance with GAAP.

“Carve-Out” shall have the meaning set forth in Section 2.24.

“Cases” shall mean the U.S. Cases and the Canadian Cases, individually and collectively.

“Cash Flow Forecast” shall have the meaning set forth in Section 4.1(k).

“CCAA” shall mean the Companies’ Creditors Arrangement Act, R.S.C. 1985, c. C-36, as heretofore or hereafter amended.

“CCAA Cases” shall mean the cases commenced by the Canadian Loan Parties (other than Surfit-MBI and SLP Finance General Partnership) pursuant to the CCAA.

“CCAA Charges” shall mean the Administration Charge and the Directors’ Charge.

“CCAA DIP Lenders’ Charge” shall have the meaning set forth in Section 2.24.

“CDOR Rate” shall mean on any day, with respect to a particular term as specified herein, the annual rate of discount or interest which is the arithmetic average of the discount rates for such term applicable to Canadian Dollar bankers’ acceptances identified as such on the Reuters Screen CDOR Page at approximately 10:00 A.M. (Toronto, Ontario time) on such day, or if such day is not a Business Day, then on the immediately preceding Business Day (as adjusted by the Administrative Agent after 10:00 A.M. (Toronto, Ontario time) to reflect any error in any posted rate or in the posted average annual rate).  If the rate does not appear on the Reuters Screen CDOR Page as contemplated above, then the CDOR Rate on any day shall be calculated as the arithmetic average of the annual discount rates for such term applicable to Canadian Dollar bankers’ acceptances of, and as quoted by, the Schedule I Banks, as of 10:00 A.M. (Toronto, Ontario time) on that day, or if that day is not a Business Day, then on the immediately preceding Business Day.

“Change of Control” shall mean (x) with respect to the Parent (i) the acquisition of ownership, directly or indirectly, beneficially or of record, by any Person or group (within the meaning of the Securities Exchange Act of 1934 and the rules of the Securities and Exchange Commission thereunder as in effect on the Closing Date), of shares representing more than 35% of the aggregate ordinary voting power represented by the issued and outstanding capital stock of the Parent; or (ii) the occupation of a majority of the seats (other than vacant seats) on the board of directors of the Parent, after the Filing Date, by Persons who were neither (a) nominated by the board of directors of the Parent nor (b) appointed by the directors so nominated, (y) the Parent shall cease to own, directly or indirectly, beneficially and of record, 100% of the issued and outstanding capital stock of the U.S. Borrower or any other Loan Party (or, in the case of

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Calpine, 90%), or (z) the U.S. Borrower shall cease to own, directly or indirectly, beneficially and of record, 100% of the issued and outstanding capital stock of the Canadian Borrower.

“Class”, when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are U.S. Tranche A Revolving Loans, U.S. Tranche B Revolving Loans, Canadian Revolving Loans, U.S. Term Loans, or Canadian Term Loans, and, when used in reference to any Commitment, refers to whether such Commitment is a U.S. Tranche A Revolving Commitment, U.S. Tranche B Revolving Commitment, Canadian Revolving Commitment, U.S. Term Loan Commitment, or Canadian Term Loan Commitment.

“Closing Date” shall mean January 28, 2009.

“Closing Date Lender” shall have the meaning set forth in Section 9.3.

“Code” shall mean the Internal Revenue Code of 1986, as amended.

“Co-Lead Arrangers” shall mean ▇.▇. ▇▇▇▇▇▇ Securities Inc. and Deutsche Bank Securities Inc.

“Collateral” shall mean all of the real, personal and mixed property (including equity interests) in which Liens are purported to be granted pursuant to the Orders or Collateral Documents.

 “Collateral Accounts” shall mean collectively, the Canadian Letter of Credit Account, the Letter of Credit Account, the Canadian Term Loan Collateral Account and the U.S. Term Loan Collateral Account.

“Collateral Agent” shall mean JPMorgan Chase Bank, N.A., in its capacity as collateral agent for the Lenders hereunder and the other Secured Parties.

“Collateral Documents” shall mean, collectively, the Security Agreements and any other documents granting a Lien upon the Collateral as security for payment of any of the Secured Obligations.

“Commercial LC Exposure” shall mean, at any time, the sum of (a) the aggregate undrawn amount of all outstanding commercial Letters of Credit at such time plus (b) the aggregate amount of all disbursements relating to commercial Letters of Credit that have not yet been reimbursed by or on behalf of the Borrowers at such time.  The Commercial LC Exposure shall be determined on a separate basis for each Class.  The Commercial LC Exposure of any Canadian Revolving Lender or U.S. Tranche B Revolving Lender, as the case may be, at any time shall be its Applicable Percentage of the total Commercial LC Exposure at such time.

“Commitment” shall mean each of, and “Commitments” shall mean, collectively, the Canadian Revolving Commitments, the U.S. Tranche A Revolving Commitments, the U.S. Tranche B Revolving Commitments, the U.S. Term Loan Commitments and the Canadian Term Loan Commitments, and, with respect to each Canadian Revolving Lender, U.S. Tranche A Revolving Lender, U.S. Tranche B Revolving Lender, U.S. Term Loan Lender or Canadian Term Loan Lender, as applicable, the Commitment of each such Lender

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hereunder in the amount set forth opposite its name on Annex ▇-▇, ▇▇▇▇▇ ▇-▇, ▇▇▇▇▇ ▇-▇, ▇▇▇▇▇ A-4 or Annex A-5 hereto or as may subsequent to the Closing Date be set forth in the Register from time to time, as the same may be reduced from time to time pursuant to this Agreement.

“Commitment Fee” shall have the meaning set forth in Section 2.21.

“Commitment Fee Percentage” shall mean 1.0% per annum.

“Commitment Letter” shall mean that certain Commitment Letter dated January 6, 2009 among the Administrative Agent, ▇.▇. ▇▇▇▇▇▇ Securities Inc., Deutsche Bank Securities Inc., Deutsche Bank Trust Company Americas and the Parent on behalf of itself and the other Loan Parties.

“Concentration Account” shall mean the blocked concentration account established by the U.S. Borrower pursuant to Section 5.7 and designated as the “Smurfit-Stone Concentration Account” with JPMCB.

“Consenting Lenders” shall have the meaning set forth in Section 9.10(b).

“Consolidated EBITDA” shall mean, for any period, all as determined in accordance with GAAP, the Consolidated Net Income of the Loan Parties and their Subsidiaries for such period, plus, without duplication and to the extent deducted in determining Consolidated Net Income for such period, (i) all federal, state, provincial, local and foreign income taxes, (ii) Consolidated Interest Expense, (iii) depreciation, depletion, amortization of intangibles and other non-cash charges or non-cash losses deducted in determining such Consolidated Net Income, (iv) cash restructuring charges in an amount not to exceed US$25,000,000 in the aggregate during any twelve (12) month period (“restructuring charges”), (v) cash restructuring charges solely consisting of one-time lump sum cash severance payments made in connection with a reduction in force undertaken by the Loan Parties and their Subsidiaries in an amount not to exceed US$25,000,000 in the aggregate during any twelve (12) month period, (vi) “Chapter 11/CCAA expenses” (or “administrative costs reflecting Chapter 11/CCAA expenses”, inclusive of professional fees), (vii) non-cash pension expenses, as shown on the Loan Parties’ consolidated statement of income for such period, and (viii) any Downtime Credit, minus, without duplication and to the extent included in determining such Consolidated Net Income for such period, (i) any non-cash income or non-cash gains, (ii) cash contributions to fund pension plan liabilities and (iii) cash expenditures pertaining to non-cash charges or non-cash losses that were added back in the calculation of Consolidated EBITDA hereunder for the same or a prior period.  The classification of items as “restructuring charges” or “Chapter 11/CCAA expenses” for purposes of determining Consolidated EBITDA shall be made by the Loan Parties in a manner consistent with the allocations in the Budget and the Cash Flow Forecast delivered to the Administrative Agent on or prior to the Closing Date.

“Consolidated Interest Expense” means, with reference to any period, total interest expense (including that attributable to Capital Lease Obligations) of the Parent and its Subsidiaries for such period with respect to all outstanding Indebtedness of the Parent and its Subsidiaries (including all commissions, discounts and other fees and charges owed with respect

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to letters of credit and bankers’ acceptance financing), calculated on a consolidated basis for the Parent and its Subsidiaries for such period in accordance with GAAP.  For purposes of the foregoing, interest expense shall be determined after giving effect to any net payments made or received by the Parent and its Subsidiaries with respect to Swap Agreements, but excluding any gain or loss recognized under GAAP that results from the ▇▇▇▇-to-market valuation of any Swap Agreement.

“Consolidated Net Income” means, for any period, the consolidated net income (or loss) of the Parent and its Subsidiaries, determined on a consolidated basis in accordance with GAAP; provided that there shall be excluded (a) the income (or deficit) of any Person accrued prior to the date it becomes a Subsidiary or is merged into or consolidated with the Parent or any of its Subsidiaries, (b) the income (or deficit) of any Person (other than a Subsidiary) in which the Parent or any of its Subsidiaries has an ownership interest, except to the extent that any such income is actually received by the Parent or such Subsidiary in the form of dividends or similar distributions, (c) the undistributed earnings of any Subsidiary to the extent that the declaration or payment of dividends or similar distributions by such Subsidiary is not at the time permitted by the terms of any contractual obligation (other than under any Loan Document) or Requirement of Law applicable to such Subsidiary and (d) any gain (or loss) from the sale or other disposition of any asset occurring outside of the ordinary course of business of the Loan Parties.

“Contract Period” shall mean the term of a Discount Rate Loan selected by the Canadian Borrower in accordance with Section 2.7 and Section 2.13 commencing on the date of the Borrowing of such Discount Rate Loan, any rollover date and the date on which any Canadian Prime Rate Loans are refinanced with Discount Rate Loans pursuant to Section 2.13, as applicable, and expiring on a Business Day which shall be either one month, three months, or, with the consent of all of the applicable Canadian Lenders, six months later; provided, that no Contract Period shall extend beyond the Maturity Date.  Notwithstanding the foregoing, whenever the last day of any Contract Period would otherwise occur on a day which is not a Business Day, the last day of such Contract Period shall occur on the next succeeding Business Day.

“Converting Lender” shall mean, each of JPMCB, JPMorgan Chase Bank, N.A., Toronto Branch and Deutsche Bank Trust Company Americas.

“Credit Exposure” shall mean as to any Lender at any time, the sum of (a) such Lender’s Revolving Loans at such time, plus (b) such Lender’s LC Exposure plus (c) an amount equal to the aggregate principal amount of its Term Loans outstanding at such time.

“Credit Facility” shall mean a Class of Commitments and extensions of credit thereunder.  For purposes of this Agreement, each of the following comprises a separate Credit Facility:  (a) the U.S. Term Loans, (b) the Canadian Term Loans, (c) the U.S. Tranche A Revolving Commitments and the U.S. Tranche A Revolving Loans, (d) the U.S. Tranche B Revolving Commitments, the U.S. Tranche B Revolving Loans and the U.S. Revolving Facility Letters of Credit, and (e) the Canadian Revolving Commitments, the Canadian Revolving Loans and the Canadian Revolving Facility Letters of Credit.

“Default” shall have the meaning given such term in Section 2.24.

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“Defaulting Lender” shall mean any Lender, as determined by the Applicable Agent, that has (a) failed to fund any portion of its Loans or participations in Letters of Credit within three (3) Business Days of the date required to be funded by it hereunder, (b) notified any Borrower, the Applicable Agent, any Fronting Bank or any Lender in writing that it does not intend to comply with any of its funding obligations under this Agreement or has made a public statement to the effect that it does not intend to comply with its funding obligations under this Agreement or under other agreements in which it commits to extend credit, (c) failed, within three (3) Business Days after request by the Applicable Agent, to confirm that it will comply with the terms of this Agreement relating to its obligations to fund prospective Loans and participations in then outstanding Letters of Credit, (d) otherwise failed to pay over to the Applicable Agent or any other Lender any other amount required to be paid by it hereunder within three (3) Business Days of the date when due, unless the subject of a good faith dispute, or (e) (i) become or is insolvent or has a parent company that has become or is insolvent or (ii) become the subject of a bankruptcy or insolvency proceeding, or has had a receiver, conservator, trustee or custodian appointed for it, or has taken any action in furtherance of, or indicating its consent to, approval of or acquiescence in any such proceeding or appointment or has a parent company that has become the subject of a bankruptcy or insolvency proceeding, or has had a receiver, conservator, trustee or custodian appointed for it, or has taken any action in furtherance of, or indicating its consent to, approval of or acquiescence in any such proceeding or appointment.

“Dilution Factors” shall mean, without duplication, with respect to any period, the aggregate amount of all deductions, credit memos, returns, adjustments, allowances, bad debt write-offs and other non-cash credits which are recorded to reduce accounts receivable in a manner consistent with current and historical accounting practices of the Loan Parties.

“Dilution Ratio” shall mean, at any date, the amount (expressed as a percentage) equal to (a) the aggregate amount of the applicable Dilution Factors for the twelve (12) most recently ended fiscal months divided by (b) total gross sales for the twelve (12) most recently ended fiscal months.

“Dilution Reserve” shall mean, at any date, (i) the amount by which the Dilution Ratio exceeds five  percent (5%) multiplied by (ii) the Eligible Accounts on such date.

“Directors’ Charge” shall have the meaning given such term in Section 2.24.

“Discount Rate” shall mean with respect to a Discount Rate Loan: (a) made by a Canadian Revolving Lender which is a Schedule I Bank, the greater of (x) 3.5% and (y) the CDOR Rate, and (b) made by a Canadian Revolving Lender which is not a Schedule I Bank, the greater of (x) 3.5% and (y) the CDOR Rate plus 10 basis points per annum.

“Discount Rate Loan” shall mean any Loan bearing interest at a rate determined by reference to the Discount Rate in accordance with the provisions of ARTICLE 2.

“Dollars” and “US$” shall mean lawful money of the United States of America.

“Domestic Subsidiary” shall mean any Subsidiary of the U.S. Borrower organized under the laws of the United States or any political subdivision thereof.

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“Downtime Credit” shall mean a credit for production downtime, if any, in excess of downtime identified in the Budget delivered on or prior to the Closing Date, in an amount equal to US$2,500,000 for every 10,000 tons of production downtime in excess of downtime identified in the Budget taken in any month ending on or prior to July 31, 2009 (other than, in any event, downtime associated with maintenance activity in the ordinary course of business), provided that the cumulative amount of the Downtime Credit during all periods shall not exceed US$20,000,000.  In the event the amount of production downtime in excess of downtime identified in the Budget is more or less than 10,000 tons, the Downtime Credit for such month shall be prorated based upon the actual number of tons of production downtime in excess of the downtime identified in the Budget (but in any event not to exceed the US$20,000,000 cap set forth above).

“Effective Date” shall mean the date identified as the effective date of a Reorganization Plan of the Loan Parties that is confirmed or sanctioned pursuant to an order of the Bankruptcy Court or Canadian Court, as the case may be, in the Cases.

“Eighteen Month Facility Extension Option” shall have the meaning given such term in Section 2.31.

“Eligible Accounts” means, at any time, the Accounts of a Loan Party which the Applicable Agent determines in its Permitted Discretion are eligible as the basis for the extension of Loans and the issuance of Letters of Credit hereunder.  Without limiting the Applicable Agent’s discretion provided herein, Eligible Accounts shall not include any Account:

(a)           which is not subject to a first priority perfected Lien in favor of the Applicable Agent for the benefit of the Secured Parties subject only to (i) the CCAA Charges and (ii) an unregistered Lien in respect of Priority Payables that are not yet due and payable;

(b)           which is subject to any Lien other than (i) a Lien in favor of the Applicable Agent for the benefit of the Secured Parties, (ii) a Lien (if any) permitted by the Loan Documents which does not have priority over the Lien in favor of the Applicable Agent for the benefit of the Secured Parties, (iii) a Lien contemplated by clause (iv) of the definition of Permitted Liens, and (iv) an unregistered Lien in respect of Priority Payables that are not yet due and payable;

(c)           which (i) is unpaid more than 90 days after the date of the original invoice therefor, or (ii) has been written off the books of the Loan Party or otherwise designated as uncollectible (in determining the aggregate amount from the same Account Debtor that is unpaid hereunder there shall be excluded the amount of any net credit balances relating to Accounts due from an Account Debtor which are unpaid more than 90 days from the date of invoice);

(d)           which is owing by an Account Debtor for which more than 50% of the Accounts owing from such Account Debtor and its Affiliates are ineligible hereunder;

(e)           which is owing by an Account Debtor to the extent the aggregate amount of Accounts owing from such Account Debtor and its Affiliates to the Loan Parties exceeds 10% of the aggregate amount of Eligible Accounts of the Loan Parties;

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(f)            which, for any Account Debtor, exceeds the applicable credit limit, if any, determined by the Loan Parties, to the extent of such excess, as determined in a manner mutually acceptable to the Loan Parties and the Applicable Agent;

(g)           with respect to which any covenant, representation, or warranty contained in this Agreement or in the Collateral Documents has been breached or is not true in any material respect;

(h)           which (i) does not arise from the sale of goods or performance of services in the ordinary course of business, (ii) is not evidenced by an invoice or other documentation satisfactory to the Applicable Agent which has been sent to the Account Debtor, (iii) represents a progress billing, (iv) is contingent upon any Loan Party’s completion of any further performance, (v) represents a sale on a ▇▇▇▇-and-hold, guaranteed sale, sale-and-return, sale on approval, consignment, cash-on-delivery or any other repurchase or return basis or (vi) relates to payments of interest, in each case determined in a manner mutually acceptable to the Loan Parties and the Applicable Agent;

(i)            for which the goods giving rise to such Account have not been shipped to the Account Debtor or for which the services giving rise to such Account have not been performed by a Loan Party or if such Account was invoiced more than once, in each case determined in a manner mutually acceptable to the Loan Parties and the Applicable Agent;

(j)            which is owed by an Account Debtor which has (i) applied for, suffered, or consented to the appointment of any receiver, custodian, trustee, or liquidator of its assets, (ii) has had possession of all or a material part of its property taken by any receiver, custodian, trustee or liquidator, (iii) filed, or had filed against it, any request or petition for liquidation, reorganization, arrangement, adjustment of debts, adjudication as bankrupt, winding-up, or voluntary or involuntary case under any state, provincial or federal bankruptcy laws, (iv) has admitted in writing its inability, or is generally unable to, pay its debts as they become due, (v) become insolvent, or (vi) ceased operation of its business;

(k)           which is owed by any Account Debtor which has sold all or a substantially all of its assets;

(l)            which is owed by an Account Debtor which (i) does not maintain its chief executive office or have material business operations in the U.S. or Canada or (ii) is not organized and existing under applicable law of the U.S. or Canada or, in either case any political subdivision thereof, unless, in either case, such Account is backed by a Letter of Credit acceptable to the Applicable Agent which is in the possession of, has been assigned to and is directly drawable by, the Applicable Agent;

(m)          which is owed in any currency other than Dollars or Canadian Dollars;

(n)           (A) with respect to the U.S. Borrowing Base, which is owed by (i) the government (or any department, agency, public corporation, or instrumentality thereof) of any country other than the U.S. unless such Account is backed by a Letter of Credit acceptable to the Applicable Agent which is in the possession of the Applicable Agent, or (ii) the government of the U.S., or any department, agency, public corporation, or instrumentality thereof, unless the

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Federal Assignment of Claims Act of 1940, as amended (31 U.S.C. § 3727 et seq. and 41 U.S.C. § 15 et seq.), and any other steps necessary to perfect the Lien of the Applicable Agent for the benefit of the Secured Parties in such Account have been complied with to the Applicable Agent’s satisfaction; and (B) with respect to the Canadian Borrowing Base, which is owed by (i) the government (or any department, agency, public corporation, or instrumentality thereof) of any country other than Canada unless such Account is backed by a Letter of Credit acceptable to the Applicable Agent which is in the possession of the Applicable Agent, or (ii) the government of Canada, or any department, agency, public corporation, or instrumentality thereof, unless the Financial Administration Act (Canada) or similar provincial or territorial legislation or municipal ordinance of similar purpose, in each case as amended, and any other steps necessary to perfect the Lien of the Applicable Agent for the benefit of the Secured Parties in such Account have been complied with to the Applicable Agent’s satisfaction;

(o)           which is owed by any Affiliate, employee, officer, director, agent, holder of more than 2% of the issued and outstanding capital stock of the Parent or any stockholder of any other Loan Party;

(p)           which is owed by an Account Debtor or any Affiliate of such Account Debtor to which any Loan Party is indebted, but only to the extent of such indebtedness or is subject to any security, deposit, progress payment, retainage or other similar advance made by or for the benefit of an Account Debtor, in each case to the extent thereof;

(q)           which is subject to any counterclaim, deduction, defense, setoff or dispute but only to the extent of any such counterclaim, deduction, defense, setoff or dispute;

(r)            which is evidenced by any promissory note, chattel paper, or instrument or subject to a payment plan;

(s)           with respect to which such Loan Party has made any agreement with the Account Debtor for any reduction thereof, other than discounts and adjustments given in the ordinary course of business, or any Account which was partially paid and such Loan Party created a new receivable for the unpaid portion of such Account, or any unpaid portion of any partially paid Account to the extent of such unpaid portion;