EX-10 FORM OF AGREEMENT FOR THE PROVISION OF TRANSITION SERVICES

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

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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

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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

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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

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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.

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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