Common use of Limitation on Sales of Assets and Subsidiary Stock Clause in Contracts

Limitation on Sales of Assets and Subsidiary Stock. (a) BZ Holdings shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, consummate any Asset Disposition unless: (1) BZ Holdings or such Restricted Subsidiary receives consideration at the time of such Asset Disposition at least equal to the Fair Market Value (including as to the value of all non-cash consideration) of the shares and assets subject to such Asset Disposition; (2) at least 75% of the consideration thereof received by BZ Holdings or such Restricted Subsidiary is in the form of cash or cash equivalents; and (3) an amount equal to 100% of the Net Available Cash from such Asset Disposition is applied by BZ Holdings or such Restricted Subsidiary, as the case may be: (A) to the extent BZ Holdings or such Restricted Subsidiary, as the case may be, elects (or is required by the terms of any Indebtedness), to prepay, repay, redeem or purchase Indebtedness under any Credit Agreement or Indebtedness (other than any Preferred Stock) of a Restricted Subsidiary that is not an Issuer or a Subsidiary Guarantor (in each case other than Indebtedness owed to BZ Holdings or an Affiliate of BZ Holdings) within one year from the later of the date of such Asset Disposition or the receipt of such Net Available Cash; (B) to the extent BZ Holdings or such Restricted Subsidiary, as the case may be, elects, to acquire, make or improve Additional Assets within one year from the later of the date of such Asset Disposition or the receipt of such Net Available Cash; (C) to the extent of the balance of such Net Available Cash after application in accordance with clauses (A) and (B), to make an offer to the Holders of the Notes (and to holders of other Senior Indebtedness of Boise Paper Holdings designated by Boise Paper Holdings) to purchase Notes (and such other Senior Indebtedness of Boise Paper Holdings) pursuant to and subject to the conditions contained in this Indenture; and (D) to enter into binding commitments to take any of the actions described in clauses (A) and (B), and take such actions within one year of entering into such commitment; provided, however, that in connection with any prepayment, repayment or purchase of Indebtedness pursuant to clause (A) or (C) above, BZ Holdings or such Restricted Subsidiary shall permanently retire such Indebtedness and shall cause the related loan commitment (if any) to be permanently reduced in an amount equal to the principal amount so prepaid, repaid or purchased. Notwithstanding the foregoing provisions of this Section 4.06, BZ Holdings and the Restricted Subsidiaries will not be required to apply any Net Available Cash in accordance with this Section 4.06 except to the extent that the aggregate Net Available Cash from all Asset Dispositions which is not applied in accordance with this covenant exceeds $20.0 million. Pending application of Net Available Cash pursuant to this Section 4.06, such Net Available Cash shall be invested in Temporary Cash Investments or applied to temporarily reduce revolving credit Indebtedness. For the purposes of this Section 4.06(a), the following are deemed to be cash or cash equivalents: (1) the assumption or discharge of Indebtedness of BZ Holdings (other than obligations in respect of Disqualified Stock of BZ Holdings) or any Restricted Subsidiary (other than obligations in respect of Disqualified Stock or Preferred Stock of an Issuer or a Subsidiary Guarantor) and the release of BZ Holdings or such Restricted Subsidiary from all liability on such Indebtedness in connection with such Asset Disposition; (2) securities received by BZ Holdings or any Restricted Subsidiary from the transferee that are converted by BZ Holdings or such Restricted Subsidiary into cash within 180 days after such Asset Disposition, to the extent of the cash received in that conversion; and (3) any Designated Non-cash Consideration received by BZ Holdings or any Restricted Subsidiary in an Asset Disposition having an aggregate Fair Market Value, taken together with all other Designated Non-cash Consideration received pursuant to this clause (3) (unless such Designated Non-cash Consideration has been converted into cash, which cash shall be treated after such conversion as Net Available Cash), not to exceed 7.5% of Consolidated Net Tangible Assets at the time of the receipt of such Designated Non-cash Consideration (with the Fair Market Value of each item of Designated Non-cash Consideration being measured at the time received and without giving effect to subsequent changes in value). (b) In the event of an Asset Disposition that requires the purchase of Notes (and other Senior Indebtedness of Boise Paper Holdings) pursuant to Section 4.06 (a)(3)(C), the Issuers shall purchase Notes tendered pursuant to an offer by the Issuers for the Notes (and such other Senior Indebtedness) (the “Offer”) at a purchase price of 100% of their principal amount (or, in the event such other Senior Indebtedness of Boise Paper Holdings was issued with original issue discount, 100% of the accreted value with respect thereto) without premium, plus accrued but unpaid interest (or, in respect of such other Senior Indebtedness of Boise Paper Holdings, such lesser price, if any, as may be provided for by the terms of such Senior Indebtedness) in accordance with the procedures (including prorating in the event of oversubscription) set forth in Section 4.06(c). If the aggregate purchase price of the securities tendered exceeds the Net Available Cash allotted to their purchase, the Issuers shall select the securities to be purchased on a pro rata basis but in round denominations, which in the case of the Notes shall be denominations of $1,000 principal amount (subject to the $2,000 minimum denomination) or multiples thereof. If the aggregate purchase price of the securities purchased pursuant to such offer in accordance with this Section 4.06 is less than the Net Available Cash offered therefor, the Issuers may use any such excess Net Available Cash for general corporate purposes or any other purpose, in each case not prohibited by this Indenture. The Issuers shall not be required to make such an Offer to purchase Notes (and other Senior Indebtedness of Boise Paper Holdings) pursuant to this Section 4.06 if the Net Available Cash available therefor is less than $20.0 million (which lesser amount shall be carried forward for purposes of determining whether such an Offer is required with respect to the Net Available Cash from any subsequent Asset Disposition). Upon completion of such an Offer, Net Available Cash shall be deemed to be reduced by the aggregate amount of such Offer (regardless of the amount of Notes tendered in such Offer). (1) Promptly, and in any event within 10 days after the Issuers become obligated to make an Offer, the Issuers shall deliver to the Trustee and send, by first-class mail to each Holder, a written notice stating that the Holder may elect to have his Notes purchased by the Issuers either in whole or in part (subject to prorating as described in Section 4.06(b) in the event the Offer is oversubscribed) in integral multiples of $1,000 of principal amount (subject to the $2,000 minimum denomination), at the applicable purchase price. The notice shall specify a purchase date not less than 30 days nor more than 60 days after the date of such notice (the “Purchase Date”) and shall contain such information concerning the business of BZ Holdings and the Restricted Subsidiaries which the Issuers in good faith believe will enable such Holders to make an informed decision and all instructions and materials necessary to tender Notes pursuant to the Offer, together with the information contained in clause (3). (2) Not later than the date upon which written notice of an Offer is delivered to the Trustee as provided below, the Issuers shall deliver to the Trustee an Officers’ Certificate as to (A) the amount of the Offer (the “Offer Amount”), including information as to any other Senior Indebtedness included in the Offer, (B) the allocation of the Net Available Cash from the Asset Dispositions pursuant to which such Offer is being made and (C) the compliance of such allocation with the provisions of Section 4.06(a) and (b). On such date, the Issuers shall also irrevocably deposit with the Trustee or with a Paying Agent (or, if an Issuer is acting as its own Paying Agent, segregate and hold in trust) in Temporary Cash Investments, maturing on the last day prior to the Purchase Date or on the Purchase Date if funds are immediately available by open of business, an amount equal to the Offer Amount to be held for payment in accordance with the provisions of this Section. If the Offer includes other Senior Indebtedness, the deposit described in the preceding sentence may be made with any other paying agent pursuant to arrangements satisfactory to the Trustee. Upon the expiration of the period for which the Offer remains open (the “Offer Period”), the Issuers shall deliver to the Trustee for cancellation the Notes or portions thereof which have been properly tendered to and are to be accepted by the Issuers. The Trustee shall, on the Purchase Date, mail or deliver payment (or cause the delivery of payment) to each tendering Holder in the amount of the purchase price. In the event that the aggregate purchase price of the Notes delivered by the Issuers to the Trustee is less than the Offer Amount applicable to the Notes, the Trustee shall deliver the excess to the Issuers immediately after the expiration of the Offer Period for application in accordance with this Section 4.06. (3) Holders electing to have a Note purchased shall be required to surrender the Note, with an appropriate form duly completed, to the Issuers at the address specified in the notice at least three Business Days prior to the Purchase Date. Holders shall be entitled to withdraw their election if the Trustee or an Issuer receives not later than one Business Day prior to the Purchase Date, a facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note which was delivered for purchase by the Holder and a statement that such Holder is withdrawing his election to have such Note purchased. Holders whose Notes are purchased only in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered. (4) At the time the Issuers deliver Notes to the Trustee which are to be accepted for purchase, the Issuers shall also deliver an Officers’ Certificate stating that such Notes are to be accepted by the Issuers pursuant to and in accordance with the terms of this Section 4.06. A Note shall be deemed to have been accepted for purchase at the time the Trustee, directly or through an agent, mails or delivers payment therefor to the surrendering Holder. (d) The Issuers will comply, to the extent applicable, with the requirements of Section 14(e) of the Exchange Act and any other securities laws or regulations in connection with the repurchase of Notes pursuant to this Section 4.06. To the extent that the provisions of any securities laws or regulations conflict with provisions of this Section 4.06, the Issuers shall comply with the applicable securities laws and regulations and shall not be deemed to have breached their obligations under this Section 4.06 by virtue of their compliance with such securities laws or regulations.

Limitation on Sales of Assets and Subsidiary Stock. (a) BZ Holdings The Company shall not, and shall not permit any of its Restricted Subsidiaries Subsidiary to, directly or indirectly, consummate any Asset Disposition unless: (1) BZ Holdings the Company or such Restricted Subsidiary receives consideration at the time of such Asset Disposition at least equal to the Fair Market Value fair market value (including as to the value of all non-cash consideration) (as determined in good faith by the Board of Directors, an Officer or an officer of such Restricted Subsidiary with responsibility for such transaction, which determination shall be conclusive evidence of compliance with this provision), of the shares and assets subject to such Asset Disposition; (2) at least 75% of the consideration thereof received by BZ Holdings the Company or such Restricted Subsidiary is in the form of cash or cash equivalents, Additional Assets or any combination thereof (collectively, the “Cash Consideration”); and (3) an amount equal to 100% of the Net Available Cash from such Asset Disposition is applied by BZ Holdings the Company (or such Restricted Subsidiary, as the case may be:): (A) first, to the extent BZ Holdings or such Restricted Subsidiary, as the case may be, Company elects (or is required by the terms of any Indebtedness), to prepay, repay, redeem or purchase Senior Indebtedness under of the Company or any Credit Agreement Subsidiary Guarantor or Indebtedness (other than any Preferred Disqualified Stock) of a Restricted Wholly Owned Subsidiary that is not an Issuer or a Subsidiary Guarantor (in each case other than Indebtedness owed to BZ Holdings the Company or an Affiliate of BZ Holdingsthe Company) within one year from the later of the date of such Asset Disposition or the receipt of such Net Available Cash; (B) second, to the extent BZ Holdings or of the balance of such Restricted SubsidiaryNet Available Cash after application in accordance with clause (A), as to the case may be, extent the Company elects, to acquire, make or improve acquire Additional Assets or to make capital expenditures in the Oil and Gas Business within one year from the later of the date of such Asset Disposition or the receipt of such Net Available Cash;; and (C) third, to the extent of the balance of such Net Available Cash after application in accordance with clauses (A) and (B), to make an offer to the Holders holders of the Notes (and to holders of other Senior Subordinated Indebtedness of Boise Paper Holdings the Company designated by Boise Paper Holdingsthe Company) to purchase Notes (and such other Senior Subordinated Indebtedness of Boise Paper Holdingsthe Company) pursuant to and subject to the conditions contained in this Indenture; and (D) to enter into binding commitments to take any of the actions described in clauses (A) and (B), and take such actions within one year of entering into such commitment; provided, however, that in connection with any prepayment, repayment repayment, purchase, repurchase, redemption, defeasance or purchase other acquisition or retirement for value of Indebtedness pursuant to clause (A) or (C) above, BZ Holdings the Company or such Restricted Subsidiary shall permanently retire such Indebtedness and shall cause the related loan commitment (if any) to be permanently reduced in an amount equal to the principal amount so prepaid, repaid or purchased. Upon any Asset Disposition by an Oil and Gas Royalty Trust in which the Company or any Restricted Subsidiary owns Capital Stock, the Company or such Restricted Subsidiary will apply the Net Available Cash therefrom as provided in Section 4.11(a)(3). Notwithstanding the foregoing provisions of this Section 4.064.11, BZ Holdings the Company and the Restricted Subsidiaries will not be required to apply any Net Available Cash in accordance with this Section 4.06 4.11 except to the extent that the aggregate Net Available Cash from all Asset Dispositions which is not applied in accordance with this covenant Section 4.11 exceeds $20.0 million. Pending application of Net Available Cash pursuant to this Section 4.064.11, such Net Available Cash shall be invested in Temporary Cash Investments or applied to temporarily reduce revolving credit Indebtednessindebtedness. For the purposes of this Section 4.06(a)4.11, the following are deemed to be cash or cash equivalents: (1) any liabilities, as shown on the assumption Company’s or discharge such Restricted Subsidiary’s most recent consolidated balance sheet, of Indebtedness of BZ Holdings (other than obligations in respect of Disqualified Stock of BZ Holdings) the Company or any Restricted Subsidiary (other than obligations in respect contingent liabilities and liabilities that are by their terms subordinated to the Notes or any Subsidiary Guaranty) that are assumed by the transferee of Disqualified Stock or Preferred Stock of an Issuer or any such assets pursuant to (1) a Subsidiary Guarantor) and customary novation agreement that releases the release of BZ Holdings Company or such Restricted Subsidiary from all further liability on or (2) an assignment agreement that includes, in lieu of such Indebtedness a release, the agreement of the transferee or its parent company to indemnify and hold harmless the Company or such Restricted Subsidiary from and against any loss, liability or cost in connection respect of such assumed liability (provided, however, that such indemnifying party (or its long-term debt securities) shall have an Investment Grade Rating (with no indication of a negative outlook or credit watch with negative implications, in any case, that contemplates such Asset Dispositionindemnifying party (or its long-term debt securities) failing to have an Investment Grade Rating) at the time the indemnity is entered into); (2) securities any non-Cash Consideration received by BZ Holdings the Company or any Restricted Subsidiary from the transferee that are converted is converted, monetized, sold or exchanged by BZ Holdings the Company or such Restricted Subsidiary into cash or cash equivalents within 180 120 days after such of receipt. Notwithstanding the foregoing, the 75% limitation referred to in Section 4.11(a)(2) shall be deemed satisfied with respect to any Asset Disposition, to Disposition in which the extent cash or cash equivalents portion of the cash consideration received in that conversion; and (3) any Designated Non-cash Consideration received by BZ Holdings or any Restricted Subsidiary in an Asset Disposition having an aggregate Fair Market Valuetherefrom, taken together with all other Designated Non-cash Consideration received pursuant to this clause (3) (unless such Designated Non-cash Consideration has been converted into cash, which cash shall be treated after such conversion as Net Available Cash), not to exceed 7.5% of Consolidated Net Tangible Assets at the time of the receipt of such Designated Non-cash Consideration (with the Fair Market Value of each item of Designated Non-cash Consideration being measured at the time received and without giving effect to subsequent changes in value). (b) In the event of an Asset Disposition that requires the purchase of Notes (and other Senior Indebtedness of Boise Paper Holdings) pursuant to Section 4.06 (a)(3)(C), the Issuers shall purchase Notes tendered pursuant to an offer by the Issuers for the Notes (and such other Senior Indebtedness) (the “Offer”) at a purchase price of 100% of their principal amount (or, in the event such other Senior Indebtedness of Boise Paper Holdings was issued with original issue discount, 100% of the accreted value with respect thereto) without premium, plus accrued but unpaid interest (or, in respect of such other Senior Indebtedness of Boise Paper Holdings, such lesser price, if any, as may be provided for by the terms of such Senior Indebtedness) determined in accordance with the procedures (including prorating in foregoing provision on an after-tax basis, is equal to or greater than what the event of oversubscription) set forth in Section 4.06(c). If after-tax proceeds would have been had such Asset Disposition complied with the aggregate purchase price of the securities tendered exceeds the Net Available Cash allotted to their purchase, the Issuers shall select the securities to be purchased on a pro rata basis but in round denominations, which in the case of the Notes shall be denominations of $1,000 principal amount (subject to the $2,000 minimum denomination) or multiples thereof. If the aggregate purchase price of the securities purchased pursuant to such offer in accordance with this Section 4.06 is less than the Net Available Cash offered therefor, the Issuers may use any such excess Net Available Cash for general corporate purposes or any other purpose, in each case not prohibited by this Indentureaforementioned 75% limitation. The Issuers shall not be required to make such an Offer to purchase Notes (and other Senior Indebtedness requirement of Boise Paper HoldingsSection 4.11(a)(3)(B) pursuant to this Section 4.06 if the Net Available Cash available therefor is less than $20.0 million (which lesser amount shall be carried forward for purposes of determining whether such an Offer is required with respect to the Net Available Cash from any subsequent Asset Disposition). Upon completion of such an Offer, Net Available Cash shall be deemed to be reduced satisfied if an agreement (including a lease, whether a capital lease or an operating lease) committing to make the acquisitions or expenditures referred to therein is entered into by the aggregate amount of such Offer (regardless of Company or its Restricted Subsidiary within the amount of Notes tendered time period specified in such Offer). (1) Promptly, clause and in any event within 10 days after the Issuers become obligated to make an Offer, the Issuers shall deliver to the Trustee and send, by first-class mail to each Holder, a written notice stating that the Holder may elect to have his Notes purchased by the Issuers either in whole or in part (subject to prorating as described in Section 4.06(b) in the event the Offer is oversubscribed) in integral multiples of $1,000 of principal amount (subject to the $2,000 minimum denomination), at the applicable purchase price. The notice shall specify a purchase date not less than 30 days nor more than 60 days after the date of such notice (the “Purchase Date”) and shall contain such information concerning the business of BZ Holdings and the Restricted Subsidiaries which the Issuers in good faith believe will enable such Holders to make an informed decision and all instructions and materials necessary to tender Notes pursuant to the Offer, together with the information contained in clause (3). (2) Not later than the date upon which written notice of an Offer is delivered to the Trustee as provided below, the Issuers shall deliver to the Trustee an Officers’ Certificate as to (A) the amount of the Offer (the “Offer Amount”), including information as to any other Senior Indebtedness included in the Offer, (B) the allocation of the Net Available Cash from the Asset Dispositions pursuant to which such Offer is being made and (C) the compliance of such allocation with the provisions of Section 4.06(a) and (b). On such date, the Issuers shall also irrevocably deposit with the Trustee or with a Paying Agent (or, if an Issuer is acting as its own Paying Agent, segregate and hold in trust) in Temporary Cash Investments, maturing on the last day prior to the Purchase Date or on the Purchase Date if funds are immediately available by open of business, an amount equal to the Offer Amount to be held for payment subsequently applied in accordance with the provisions of this Section. If the Offer includes other Senior Indebtedness, the deposit described in the preceding sentence may be made with any other paying agent pursuant to arrangements satisfactory to the Trustee. Upon the expiration of the period for which the Offer remains open (the “Offer Period”), the Issuers shall deliver to the Trustee for cancellation the Notes or portions thereof which have been properly tendered to and are to be accepted by the Issuers. The Trustee shall, on the Purchase Date, mail or deliver payment (or cause the delivery of payment) to each tendering Holder in the amount of the purchase price. In the event that the aggregate purchase price of the Notes delivered by the Issuers to the Trustee is less than the Offer Amount applicable to the Notes, the Trustee shall deliver the excess to the Issuers immediately after the expiration of the Offer Period for application in accordance with this Section 4.06such agreement within six months following such agreement. (3) Holders electing to have a Note purchased shall be required to surrender the Note, with an appropriate form duly completed, to the Issuers at the address specified in the notice at least three Business Days prior to the Purchase Date. Holders shall be entitled to withdraw their election if the Trustee or an Issuer receives not later than one Business Day prior to the Purchase Date, a facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note which was delivered for purchase by the Holder and a statement that such Holder is withdrawing his election to have such Note purchased. Holders whose Notes are purchased only in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered. (4) At the time the Issuers deliver Notes to the Trustee which are to be accepted for purchase, the Issuers shall also deliver an Officers’ Certificate stating that such Notes are to be accepted by the Issuers pursuant to and in accordance with the terms of this Section 4.06. A Note shall be deemed to have been accepted for purchase at the time the Trustee, directly or through an agent, mails or delivers payment therefor to the surrendering Holder. (d) The Issuers will comply, to the extent applicable, with the requirements of Section 14(e) of the Exchange Act and any other securities laws or regulations in connection with the repurchase of Notes pursuant to this Section 4.06. To the extent that the provisions of any securities laws or regulations conflict with provisions of this Section 4.06, the Issuers shall comply with the applicable securities laws and regulations and shall not be deemed to have breached their obligations under this Section 4.06 by virtue of their compliance with such securities laws or regulations.

Limitation on Sales of Assets and Subsidiary Stock. (a) BZ Holdings The Company shall not, and shall not permit any of its Restricted Subsidiaries Subsidiary to, directly or indirectly, consummate any Asset Disposition unless: (1) BZ Holdings the Company or such Restricted Subsidiary receives consideration at the time of such Asset Disposition at least equal to the Fair Market Value (including as to the value of all non-cash consideration) of the shares and assets subject to such Asset Disposition; (2) at least 75% of the consideration thereof received by BZ Holdings the Company or such Restricted Subsidiary is in the form of cash or cash equivalents; and (3) an amount equal to 100% of the Net Available Cash from such Asset Disposition is applied by BZ Holdings the Company (or such Restricted Subsidiary, as the case may be:) (A) first, (i) if the Asset Disposition is a Collateral Disposition, to the extent BZ Holdings or such Restricted Subsidiary, as the case may be, Company elects (or is required by the terms of any Indebtedness), to prepay, repay, redeem redeem, defease or purchase Priority Lien Debt and other outstanding Priority Lien Obligations within one year from the later of the date of such Asset Disposition or the receipt of such Net Available Cash, or (ii) if the Asset Disposition is not a Collateral Disposition, to the extent the Company elects (or is required by the terms of any Indebtedness), to prepay, repay, redeem, defease or purchase Indebtedness under of the Company or any Credit Agreement or Indebtedness (other than any Preferred Stock) of a Restricted Subsidiary Guarantor that is not an Issuer Subordinated Indebtedness (but excluding intercompany Indebtedness of the Company or a any Subsidiary Guarantor (in each case other than Indebtedness owed to BZ Holdings the Company or an Affiliate any of BZ Holdingsits Affiliates) within one year from the later of the date of such Asset Disposition or the receipt of such Net Available Cash; (B) second, to the extent BZ Holdings or of the balance of such Restricted SubsidiaryNet Available Cash after application in accordance with clause (A), as to the case may be, extent the Company elects, to acquire, make or improve acquire Additional Assets or to make capital expenditures in the Oil and Gas Business within one year from the later of the date of such Asset Disposition or the receipt of such Net Available Cash;; and (C) third, to the extent of the balance of such Net Available Cash after application in accordance with clauses (ASection 4.06(a)(3)(A) and (B), to make an offer to the Holders holders of the Notes (and to holders of other Senior Indebtedness of Boise Paper Holdings designated by Boise Paper Holdings) Securities to purchase Notes (and such other Senior Indebtedness of Boise Paper Holdings) Securities pursuant to and subject to the conditions contained in this Indenture; and (D) to enter into binding commitments to take any of the actions described in clauses (A) and (B), and take such actions within one year of entering into such commitment; provided, however, that in connection with any prepayment, repayment or purchase of Indebtedness pursuant to clause (ASection 4.06(a)(3)(A) or (C) abovethis Section 4.06(a)(3)(C), BZ Holdings the Company or such Restricted Subsidiary shall permanently retire such Indebtedness and shall cause the related loan commitment (if any) to be permanently reduced in an amount equal to the principal amount so prepaid, repaid or purchased. Notwithstanding the foregoing provisions of this Section 4.06Section, BZ Holdings the Company and the Restricted Subsidiaries will shall not be required to apply any Net Available Cash in accordance with this Section 4.06 except to the extent that the aggregate Net Available Cash from all Asset Dispositions which is not applied in accordance with this covenant Section exceeds $20.0 5.0 million. Pending application of Net Available Cash pursuant to this Section 4.06Section, the Company and the Restricted Subsidiaries shall be entitled to temporarily reduce Indebtedness or otherwise invest such Net Available Cash shall be invested in Temporary Cash Investments or applied to temporarily reduce revolving credit Indebtednessany manner not prohibited by this Indenture. For the purposes of this Section 4.06(a)Section, the following are deemed to be cash or cash equivalents: (1) the assumption or discharge of Priority Lien Debt or Senior Indebtedness of BZ Holdings the Company or of a Subsidiary Guarantor (other than obligations in respect of Disqualified Stock of BZ Holdingsthe Company) or any Indebtedness of any Restricted Subsidiary that is not a Subsidiary Guarantor (other than obligations in respect of Disqualified Stock or Preferred Stock of an Issuer or a Subsidiary Guarantorsuch Restricted Subsidiary) and the release of BZ Holdings the Company, such Subsidiary Guarantor or such Restricted Subsidiary from all liability on such Indebtedness in connection with such Asset Disposition;; and (2) securities received by BZ Holdings the Company or any Restricted Subsidiary from the transferee that are promptly converted by BZ Holdings the Company or such Restricted Subsidiary into cash within 180 days after such Asset Dispositioncash, to the extent of the cash received in that conversion; and (3) any Designated Non-cash Consideration received by BZ Holdings or any Restricted Subsidiary in an Asset Disposition having an aggregate Fair Market Value, taken together with all other Designated Non-cash Consideration received pursuant to this clause (3) (unless such Designated Non-cash Consideration has been converted into cash, which cash shall be treated after such conversion as Net Available Cash), not to exceed 7.5% of Consolidated Net Tangible Assets at the time of the receipt of such Designated Non-cash Consideration (with the Fair Market Value of each item of Designated Non-cash Consideration being measured at the time received and without giving effect to subsequent changes in value). (b) In the event of an Asset Disposition that requires the purchase of Notes (and other Senior Indebtedness of Boise Paper Holdings) Securities pursuant to Section 4.06 (a)(3)(C4.06(a)(3)(C), the Issuers Company shall purchase Notes Securities tendered pursuant to an offer by the Issuers Company for the Notes (and such other Senior Indebtedness) Securities (the “Offer”) at a purchase price of 100% of their principal amount (or, in the event such other Senior Indebtedness of Boise Paper Holdings was issued with original issue discount, 100% of the accreted value with respect thereto) without premium, plus accrued but unpaid interest (or, in respect of such other Senior Indebtedness of Boise Paper Holdings, such lesser price, if any, as may be provided for by the terms of such Senior Indebtedness) in accordance with the procedures (including prorating in the event of oversubscription) set forth in Section 4.06(c4.06(d). If the aggregate purchase price of the securities Securities tendered exceeds the Net Available Cash allotted to their purchase, the Issuers Company shall select the securities Securities to be purchased on a pro rata basis but in round denominations, which in or otherwise required by the case procedures of the Notes shall be denominations of $1,000 principal amount (subject Depository, rounded up to the $2,000 minimum denomination) or multiples thereof. If the aggregate purchase price of the securities purchased pursuant to such offer in accordance with this Section 4.06 is less than the Net Available Cash offered therefor, the Issuers may use any such excess Net Available Cash for general corporate purposes or any other purpose, in each case not prohibited by this Indenturenearest dollar. The Issuers Company shall not be required to make such an Offer offer to purchase Notes (and other Senior Indebtedness of Boise Paper Holdings) Securities pursuant to this Section 4.06 if the Net Available Cash available therefor (and for the purchase of such other Senior Indebtedness) is less than $20.0 5.0 million (which lesser amount shall be carried forward for purposes of determining whether such an Offer offer is required with respect to the Net Available Cash from any subsequent Asset Disposition). Upon completion of such an Offeroffer to purchase, Net Available Cash shall be deemed to be reduced by the aggregate amount of such Offer (regardless of the amount of Notes tendered in such Offer)offer. (1c) Promptly, and in any event within 10 days after the Issuers become obligated to make an Offer, the Issuers shall deliver to the Trustee and send, by first-class mail to each Holder, a written notice stating that the Holder may elect to have his Notes purchased by the Issuers either in whole or in part (subject to prorating as described in Section 4.06(b) in the event the Offer is oversubscribed) in integral multiples of $1,000 of principal amount (subject to the $2,000 minimum denomination), at the applicable purchase price. The notice shall specify a purchase date not less than 30 days nor more than 60 days after the date of such notice (the “Purchase Date”) and shall contain such information concerning the business of BZ Holdings and the Restricted Subsidiaries which the Issuers in good faith believe will enable such Holders to make an informed decision and all instructions and materials necessary to tender Notes pursuant to the Offer, together with the information contained in clause (3). (2) Not later than the date upon which written notice of an Offer is delivered to the Trustee as provided below, the Issuers shall deliver to the Trustee an Officers’ Certificate as to (A) the amount of the Offer (the “Offer Amount”), including information as to any other Senior Indebtedness included in the Offer, (B) the allocation of the Net Available Cash from the Asset Dispositions pursuant to which such Offer is being made and (C) the compliance of such allocation with the provisions requirement of Section 4.06(a4.06(a)(3)(B) and (b). On such date, the Issuers shall also irrevocably deposit with the Trustee or with a Paying Agent (or, if an Issuer is acting as its own Paying Agent, segregate and hold in trust) in Temporary Cash Investments, maturing on the last day prior to the Purchase Date or on the Purchase Date if funds are immediately available by open of business, an amount equal to the Offer Amount to be held for payment in accordance with the provisions of this Section. If the Offer includes other Senior Indebtedness, the deposit described in the preceding sentence may be made with any other paying agent pursuant to arrangements satisfactory to the Trustee. Upon the expiration of the period for which the Offer remains open (the “Offer Period”), the Issuers shall deliver to the Trustee for cancellation the Notes or portions thereof which have been properly tendered to and are to be accepted by the Issuers. The Trustee shall, on the Purchase Date, mail or deliver payment (or cause the delivery of payment) to each tendering Holder in the amount of the purchase price. In the event that the aggregate purchase price of the Notes delivered by the Issuers to the Trustee is less than the Offer Amount applicable to the Notes, the Trustee shall deliver the excess to the Issuers immediately after the expiration of the Offer Period for application in accordance with this Section 4.06. (3) Holders electing to have a Note purchased shall be required to surrender the Note, with an appropriate form duly completed, to the Issuers at the address specified in the notice at least three Business Days prior to the Purchase Date. Holders shall be entitled to withdraw their election if the Trustee or an Issuer receives not later than one Business Day prior to the Purchase Date, a facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note which was delivered for purchase by the Holder and a statement that such Holder is withdrawing his election to have such Note purchased. Holders whose Notes are purchased only in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered. (4) At the time the Issuers deliver Notes to the Trustee which are to be accepted for purchase, the Issuers shall also deliver an Officers’ Certificate stating that such Notes are to be accepted by the Issuers pursuant to and in accordance with the terms of this Section 4.06. A Note shall be deemed to have been accepted for purchase at be satisfied if an agreement (including a lease, whether a capital lease or an operating lease) committing to make the acquisitions or expenditures referred to therein is entered into by the Company or its Restricted Subsidiary within the specified time the Trustee, directly or through an agent, mails or delivers payment therefor to the surrendering Holder. (d) The Issuers will comply, to the extent applicable, with the requirements of Section 14(e) of the Exchange Act period and any other securities laws or regulations such Net Available Cash is subsequently applied in connection with the repurchase of Notes pursuant to this Section 4.06. To the extent that the provisions of any securities laws or regulations conflict with provisions of this Section 4.06, the Issuers shall comply with the applicable securities laws and regulations and shall not be deemed to have breached their obligations under this Section 4.06 by virtue of their compliance accordance with such securities laws or regulationsagreement within six months following such agreement.

Limitation on Sales of Assets and Subsidiary Stock. (a) BZ Holdings The Company shall not, and shall not permit any of its Restricted Subsidiaries Subsidiary to, directly or indirectly, consummate any Asset Disposition unless: (1) BZ Holdings the Company or such Restricted Subsidiary receives consideration at the time of such Asset Disposition at least equal to the Fair Market Value fair market value (including as to the value of all non-cash consideration), as determined in good faith by an executive officer of the Company (if such fair market value is less than $1.0 million) or by the Board of Directors (in all other cases), of the shares and assets subject to such Asset Disposition; (2) at least 75% of the consideration thereof received by BZ Holdings the Company or such Restricted Subsidiary is in the form of cash or cash equivalents; and (3) an amount equal to 100% of the Net Available Cash from such Asset Disposition is applied by BZ Holdings the Company (or such Restricted Subsidiary, as the case may be:) (A) FIRST, to the extent BZ Holdings or such Restricted Subsidiary, as the case may be, Company elects (or is required by the terms of any Indebtedness), to prepay, repay, redeem or purchase Senior Indebtedness under of the Company or any Credit Agreement Guarantor or Indebtedness (other than any Preferred Stock) of a Restricted Wholly Controlled Subsidiary that is not an Issuer or a Subsidiary Guarantor (in each case other than Indebtedness owed to BZ Holdings the Company or an Affiliate of BZ Holdingsthe Company) within one year from the later of the date of such Asset Disposition or the receipt of such Net Available Cash; (B) SECOND, to the extent BZ Holdings or of the balance of such Restricted SubsidiaryNet Available Cash after application in accordance with clause (A), as to the case may be, extent the Company elects, to acquire, make or improve acquire Additional Assets within one year from the later of the date of such Asset Disposition or the receipt of such Net Available Cash;; and (C) THIRD, to the extent of the balance of such Net Available Cash after application in accordance with clauses (A) and (B), to make an offer to the Holders holders of the Notes (and to holders of other Senior Subordinated Indebtedness of Boise Paper Holdings the Company designated by Boise Paper Holdingsthe Company) to purchase Notes (and such other Senior Subordinated Indebtedness of Boise Paper Holdingsthe Company) pursuant to and subject to the conditions contained in this Indenture; and (D) to enter into binding commitments to take any of the actions described in clauses (A) and (B)PROVIDED, and take such actions within one year of entering into such commitment; provided, howeverHOWEVER, that in connection with any prepayment, repayment or purchase of Indebtedness pursuant to clause (A) or (C) aboveof this Section 4.07(a), BZ Holdings the Company or such Restricted Subsidiary shall permanently retire such Indebtedness and shall cause the related loan commitment (if any) to be permanently reduced in an amount equal to the principal amount so prepaid, repaid or purchased. Notwithstanding the foregoing provisions of this Section 4.064.10, BZ Holdings the Company and the Restricted Subsidiaries will shall not be required to apply any Net Available Cash in accordance with this Section 4.06 4.10 except to the extent that the aggregate Net Available Cash from all Asset Dispositions which is not applied in accordance with this covenant Section 4.10 exceeds $20.0 10.0 million. Pending application of Net Available Cash pursuant to this Section 4.064.10, such Net Available Cash shall be invested in Temporary Cash Investments or applied to temporarily reduce revolving credit Indebtednessindebtedness. For the purposes of clause (a)(2) of this Section 4.06(a)4.10, the following are deemed to be cash or cash equivalents: : (1) the assumption or discharge of Senior Indebtedness of BZ Holdings the Company or any Guarantor or Indebtedness of any Wholly Controlled Subsidiary that is not a Guarantor (in each case other than obligations in respect Indebtedness owed to the Company or an Affiliate of Disqualified Stock of BZ Holdings) or any Restricted Subsidiary (other than obligations in respect of Disqualified Stock or Preferred Stock of an Issuer or a Subsidiary Guarantorthe Company) and the release of BZ Holdings the Company or such Restricted Subsidiary from all liability on such Indebtedness in connection with such Asset Disposition; ; and (2) securities received by BZ Holdings the Company or any Restricted Subsidiary from the transferee that are promptly converted by BZ Holdings the Company or such Restricted Subsidiary into cash within 180 days after such Asset Disposition, to the extent of the cash received in that conversion; and (3) any Designated Non-cash Consideration received by BZ Holdings or any Restricted Subsidiary in an Asset Disposition having an aggregate Fair Market Value, taken together with all other Designated Non-cash Consideration received pursuant to this clause (3) (unless such Designated Non-cash Consideration has been converted into cash, which cash shall be treated after such conversion as Net Available Cash), not to exceed 7.5% of Consolidated Net Tangible Assets at the time of the receipt of such Designated Non-cash Consideration (with the Fair Market Value of each item of Designated Non-cash Consideration being measured at the time received and without giving effect to subsequent changes in value). (b) In the event of an Asset Disposition that requires the purchase of Notes (and other Senior Subordinated Indebtedness of Boise Paper Holdingsthe Company) pursuant to Section 4.06 (a)(3)(C4.10(a)(3)(C), the Issuers Company shall make such offer to purchase Notes on or before the 366th day after the date of such Asset Disposition, and shall purchase Notes tendered pursuant to an offer by the Issuers Company for the Notes (and such other Senior Indebtedness) (Subordinated Indebtedness of the “Offer”Company) at a purchase price of 100% of their principal amount (or, in the event such other Senior Subordinated Indebtedness of Boise Paper Holdings the Company was issued with significant original issue discount, 100% of the accreted value with respect theretothereof) without premium, plus PLUS accrued but unpaid interest (or, in respect of such other Senior Subordinated Indebtedness of Boise Paper Holdingsthe Company, such lesser price, if any, as may be provided for by the terms of such Senior IndebtednessSubordinated Indebtedness of the Company) in accordance with the procedures (including prorating in the event of oversubscription) set forth in Section 4.06(c)this Indenture. If the aggregate purchase price of the securities Notes and other Senior Subordinated Indebtedness tendered exceeds the Net Available Cash allotted to their purchase, the Issuers Company shall select the securities to be purchased on a pro rata PRO RATA basis but in round denominations, which in the case of the Notes shall be denominations of $1,000 principal amount (subject to the $2,000 minimum denomination) or multiples thereof. If the aggregate purchase price of the securities purchased pursuant to such offer in accordance with this Section 4.06 is less than the Net Available Cash offered therefor, the Issuers may use any such excess Net Available Cash for general corporate purposes or any other purpose, in each case not prohibited by this Indenture. The Issuers Company shall not be required to make such an Offer offer to purchase Notes (and other Senior Subordinated Indebtedness of Boise Paper Holdingsthe Company) pursuant to this Section 4.06 4.10 if the Net Available Cash available therefor is less than $20.0 10.0 million (which lesser amount shall be carried forward for purposes of determining whether such an Offer offer is required with respect to the Net Available Cash from any subsequent Asset Disposition). Upon completion of such an Offerany application of Net Available Cash in accordance with the foregoing provisions of clause (a) (3) of this Section 4.10, the amount of Net Available Cash shall be deemed to be reduced by the aggregate amount of such Offer (regardless of the amount of Notes tendered in such Offer)reset at zero. (1) Promptly, and in any event within 10 days after the Issuers become obligated to make an Offer, the Issuers shall deliver to the Trustee and send, by first-class mail to each Holder, a written notice stating that the Holder may elect to have his Notes purchased by the Issuers either in whole or in part (subject to prorating as described in Section 4.06(b) in the event the Offer is oversubscribed) in integral multiples of $1,000 of principal amount (subject to the $2,000 minimum denomination), at the applicable purchase price. The notice shall specify a purchase date not less than 30 days nor more than 60 days after the date of such notice (the “Purchase Date”) and shall contain such information concerning the business of BZ Holdings and the Restricted Subsidiaries which the Issuers in good faith believe will enable such Holders to make an informed decision and all instructions and materials necessary to tender Notes pursuant to the Offer, together with the information contained in clause (3). (2) Not later than the date upon which written notice of an Offer is delivered to the Trustee as provided below, the Issuers shall deliver to the Trustee an Officers’ Certificate as to (A) the amount of the Offer (the “Offer Amount”), including information as to any other Senior Indebtedness included in the Offer, (B) the allocation of the Net Available Cash from the Asset Dispositions pursuant to which such Offer is being made and (C) the compliance of such allocation with the provisions of Section 4.06(a) and (b). On such date, the Issuers shall also irrevocably deposit with the Trustee or with a Paying Agent (or, if an Issuer is acting as its own Paying Agent, segregate and hold in trust) in Temporary Cash Investments, maturing on the last day prior to the Purchase Date or on the Purchase Date if funds are immediately available by open of business, an amount equal to the Offer Amount to be held for payment in accordance with the provisions of this Section. If the Offer includes other Senior Indebtedness, the deposit described in the preceding sentence may be made with any other paying agent pursuant to arrangements satisfactory to the Trustee. Upon the expiration of the period for which the Offer remains open (the “Offer Period”), the Issuers shall deliver to the Trustee for cancellation the Notes or portions thereof which have been properly tendered to and are to be accepted by the Issuers. The Trustee shall, on the Purchase Date, mail or deliver payment (or cause the delivery of payment) to each tendering Holder in the amount of the purchase price. In the event that the aggregate purchase price of the Notes delivered by the Issuers to the Trustee is less than the Offer Amount applicable to the Notes, the Trustee shall deliver the excess to the Issuers immediately after the expiration of the Offer Period for application in accordance with this Section 4.06. (3) Holders electing to have a Note purchased shall be required to surrender the Note, with an appropriate form duly completed, to the Issuers at the address specified in the notice at least three Business Days prior to the Purchase Date. Holders shall be entitled to withdraw their election if the Trustee or an Issuer receives not later than one Business Day prior to the Purchase Date, a facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note which was delivered for purchase by the Holder and a statement that such Holder is withdrawing his election to have such Note purchased. Holders whose Notes are purchased only in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered. (4) At the time the Issuers deliver Notes to the Trustee which are to be accepted for purchase, the Issuers shall also deliver an Officers’ Certificate stating that such Notes are to be accepted by the Issuers pursuant to and in accordance with the terms of this Section 4.06. A Note shall be deemed to have been accepted for purchase at the time the Trustee, directly or through an agent, mails or delivers payment therefor to the surrendering Holder. (dc) The Issuers will Company shall comply, to the extent applicable, with the requirements of Section 14(e) of the Exchange Act and any other securities laws or regulations in connection with the repurchase of Notes pursuant to this Section 4.064.10. To the extent that the provisions of any securities laws or regulations conflict with provisions of this Section 4.064.10, the Issuers Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached their its obligations under this Section 4.06 4.10 by virtue of their its compliance with such securities laws or regulations. (d) The provisions under this Indenture relative to the Company's obligation to make an offer to purchase the Notes as a result of an Asset Disposition may be waived or modified with the written consent of the holders of a majority in principal amount of the Notes.

Limitation on Sales of Assets and Subsidiary Stock. (a) BZ Holdings The Company shall not, and shall not permit any of its Restricted Subsidiaries Subsidiary to, directly or indirectly, consummate make any Asset Disposition unless: unless (1i) BZ Holdings the Company or such Restricted Subsidiary receives consideration (including by way of relief from, or by any other Person or group of Persons assuming sole responsibility for, any liabilities, contingent or otherwise) at the time of such Asset Disposition at least equal to the Fair Market Value (including as to the value of all non-cash consideration) of the shares and assets subject to such Asset Disposition; (2) at least 75% of the consideration thereof received by BZ Holdings or such Restricted Subsidiary is in the form of cash or cash equivalents; and (3a) an amount equal to 100% of the Net Available Cash from such Asset Disposition is applied by BZ Holdings or such Restricted Subsidiary, as the case may be: (A) to the extent BZ Holdings or such Restricted Subsidiary, as the case may be, elects (or is required by the terms of any Indebtedness), to prepay, repay, redeem or purchase Indebtedness under any Credit Agreement or Indebtedness (other than any Preferred Stock) of a Restricted Subsidiary that is not an Issuer or a Subsidiary Guarantor (in each case other than Indebtedness owed to BZ Holdings or an Affiliate of BZ Holdings) within one year from the later of the date of such Asset Disposition or the receipt of such Net Available Cash; (B) to the extent BZ Holdings or such Restricted Subsidiary, as the case may be, elects, to acquire, make or improve Additional Assets within one year from the later of the date of such Asset Disposition or the receipt of such Net Available Cash; (C) to the extent of the balance of such Net Available Cash after application in accordance with clauses (A) and (B), to make an offer to the Holders of the Notes (and to holders of other Senior Indebtedness of Boise Paper Holdings designated by Boise Paper Holdings) to purchase Notes (and such other Senior Indebtedness of Boise Paper Holdings) pursuant to and subject to the conditions contained in this Indenture; and (D) to enter into binding commitments to take any of the actions described in clauses (A) and (B), and take such actions within one year of entering into such commitment; provided, however, that in connection with any prepayment, repayment or purchase of Indebtedness pursuant to clause (A) or (C) above, BZ Holdings or such Restricted Subsidiary shall permanently retire such Indebtedness and shall cause the related loan commitment (if any) to be permanently reduced in an amount equal to the principal amount so prepaid, repaid or purchased. Notwithstanding the foregoing provisions of this Section 4.06, BZ Holdings and the Restricted Subsidiaries will not be required to apply any Net Available Cash in accordance with this Section 4.06 except to the extent that the aggregate Net Available Cash from all Asset Dispositions which that is not applied in accordance with this covenant Section 4.06(a) exceeds $20.0 million. Pending application of Net Available Cash pursuant to this Section 4.06, such Net Available Cash shall be invested in Temporary Cash Investments or applied to temporarily reduce revolving credit Indebtedness. For the purposes of this Section 4.06(a)4.06, the following are deemed to be cash or cash equivalents: cash: (1A) the assumption or discharge of Indebtedness of BZ Holdings the Company (other than obligations in respect of Disqualified Stock of BZ Holdingsthe Company) or any Restricted Subsidiary (other than obligations in respect of Disqualified Stock or and Preferred Stock of an Issuer or a Restricted Subsidiary that is a Subsidiary Guarantor) and the release of BZ Holdings the Company or such Restricted Subsidiary from all liability on such Indebtedness in connection with such Asset Disposition; Disposition and (2B) securities received by BZ Holdings the Company or any Restricted Subsidiary from the transferee that are converted by BZ Holdings the Company or such Restricted Subsidiary into cash within 180 90 days after such Asset Disposition, to the extent of the cash received in that conversion; and (3) any Designated Non-cash Consideration received by BZ Holdings or any Restricted Subsidiary in an Asset Disposition having an aggregate Fair Market Value, taken together with all other Designated Non-cash Consideration received pursuant to this clause (3) (unless such Designated Non-cash Consideration has been converted into cash, which cash shall be treated after such conversion as Net Available Cash), not to exceed 7.5% of Consolidated Net Tangible Assets at the time of the receipt of such Designated Non-cash Consideration (with the Fair Market Value of each item of Designated Non-cash Consideration being measured at the time received and without giving effect to subsequent changes in value)receipt. (b) In the event of an Asset Disposition that requires the purchase of Notes (and other Senior Indebtedness of Boise Paper Holdings) Securities pursuant to Section 4.06 (a)(3)(C4.06(a)(iii)(3), the Issuers shall be required (i) to purchase Notes Securities tendered pursuant to an offer by the Issuers for the Notes (and such other Senior Indebtedness) Securities (the “"Offer”") at a purchase price of 100% of their principal amount (or, in the event such other Senior Indebtedness of Boise Paper Holdings was issued with original issue discount, 100% of the accreted value with respect thereto) without premium, plus accrued but and unpaid interest (or, in respect of such other Senior Indebtedness of Boise Paper Holdings, such lesser priceincluding additional interest, if any) thereon, as may be provided for by to, but not including, the terms date of such Senior Indebtednesspurchase (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date) in accordance with the procedures (including prorating in the event of oversubscription) set forth in Section 4.06(c) and (ii) to purchase other Senior Subordinated Indebtedness of the Company on the terms and to the extent contemplated thereby (provided that in no event shall the Issuers offer to purchase such other Senior Subordinated Indebtedness of the Company at a purchase price in excess of 100% of its principal amount (without premium), plus accrued and unpaid interest thereon. If the aggregate purchase price of the securities Securities (and other Senior Subordinated Indebtedness) tendered exceeds the Net Available Cash allotted to their purchase, the Issuers shall select the securities to be purchased on a pro rata basis but in round denominations, which in the case of the Notes shall be denominations of $1,000 principal amount (subject pursuant to the $2,000 minimum denomination) or multiples thereof. If the aggregate purchase price of the securities purchased pursuant to such offer in accordance with this Section 4.06 Offer is less than the Net Available Cash offered thereforallotted to the purchase of the Securities (and other Senior Indebtedness), the Issuers may use any such excess Company shall apply the remaining Net Available Cash for general corporate purposes or any other purpose, in each case not prohibited by this Indentureaccordance with Section 4.06(a)(iii)(4). The Issuers shall not be required to make such an Offer to purchase Notes for Securities (and other Senior Indebtedness of Boise Paper HoldingsIndebtedness) pursuant to this Section 4.06 if the Net Available Cash available therefor (after application of the proceeds as provided in clauses (1) and (2) of Section 4.06(a)(iii)) is less than $20.0 5.0 million for any particular Asset Disposition (which lesser amount shall be carried forward for purposes of determining whether such an Offer is required with respect to the Net Available Cash from any subsequent Asset Disposition). Upon completion of such an Offer, Net Available Cash shall be deemed to be reduced by the aggregate amount of such Offer (regardless of the amount of Notes tendered in such Offer). (1i) Promptly, and in any event within 10 days after the Issuers become obligated to make an Offer, the Issuers shall be obligated to deliver to the Trustee and send, by first-class mail to each Holder, a written notice stating that the Holder may elect to have his Notes Securities purchased by the Issuers either in whole or in part (subject to prorating as hereinafter described in Section 4.06(b) in the event the Offer is oversubscribed) in integral multiples of $1,000 of principal amount (subject to the $2,000 minimum denomination)amount, at the applicable purchase price. The notice shall specify a purchase date not less than 30 days nor more than 60 days after the date of such notice (the “"Purchase Date”") and shall contain the most recently filed Annual Report on Form 10-K (including audited consolidated financial statements) of the Company, the most recent subsequently filed Quarterly Report on Form 10-Q and any Current Report on Form 8-K of the Company filed subsequent to such information concerning Quarterly Report, other than Current Reports describing Asset Dispositions otherwise described in the business of BZ Holdings and offering materials (or corresponding successor reports) to the Restricted Subsidiaries which the Issuers in good faith believe will enable such Holders to make an informed decision extent not publicly available and all instructions and materials necessary to tender Notes Securities pursuant to the Offer, together with the information contained address referred to in clause (3iii). (2ii) Not later than the date upon which written notice of an Offer is delivered to the Trustee as provided belowabove, the Issuers shall deliver to the Trustee an Officers’ ' Certificate as to (A1) the amount of the Offer (the “"Offer Amount”"), including information as to any other Senior Indebtedness included in the Offer, (B2) the allocation of the Net Available Cash from the Asset Dispositions pursuant to which such Offer is being made and (C3) the compliance of such allocation with the provisions of Section 4.06(a) and (b). On such date, the Issuers shall also irrevocably deposit with the Trustee or with a Paying Agent paying agent (or, if an Issuer is the Issuers are acting as its their own Paying Agentpaying agent, segregate and hold in trust) in Temporary Cash Investments, maturing on the last day prior to the Purchase Date or on the Purchase Date if funds are immediately available by open of business, an amount equal to the Offer Amount to be invested in Temporary Cash Investments and to be held for payment in accordance with the provisions of this Section. If the Offer includes other Senior Indebtedness, the deposit described in the preceding sentence may be made with any other paying agent pursuant to arrangements satisfactory to the Trustee. Upon the expiration of the period for which the Offer remains open (the “"Offer Period”"), the Issuers shall deliver to the Trustee for cancellation cancelation the Notes Securities or portions thereof which that have been properly tendered to and are to be accepted by the Issuers. The Trustee (or the Paying Agent, if not the Trustee) shall, on the Purchase Datedate of purchase, mail or deliver payment (or cause the delivery of payment) to each tendering Holder in the amount of the purchase price. In the event that the aggregate purchase price of the Notes Offer Amount delivered by the Issuers to the Trustee is less greater than the Offer Amount applicable to purchase price of the NotesSecurities (and other Senior Indebtedness) tendered, the Trustee shall deliver the excess to the Issuers immediately after the expiration of the Offer Period for application in accordance with this Section 4.06. (3iii) Holders electing to have a Note Security purchased shall be required to surrender the NoteSecurity, with an appropriate form duly completed, to the Issuers at the address specified in the notice at least three Business Days prior to the Purchase Date. Holders shall be entitled to withdraw their election if the Trustee or an Issuer receives the Issuers receive not later than one Business Day prior to the Purchase Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note Security which was delivered for purchase by the Holder for purchase and a statement that such Holder is withdrawing his election to have such Note Security purchased. If at the expiration of the Offer Period the aggregate principal amount of Securities and any other Senior Indebtedness included in the Offer surrendered by holders thereof exceeds the Offer Amount, the Issuers shall select the Securities and other Senior Indebtedness to be purchased on a pro rata basis (with such adjustments as may be deemed appropriate by the Issuers so that only Securities and other Senior Indebtedness in denominations of $1,000, or integral multiples thereof, shall be purchased). Holders whose Notes Securities are purchased only in part shall will be issued new Notes Securities equal in principal amount to the unpurchased portion of the Notes Securities surrendered. (4iv) At the time the Issuers deliver Notes Securities to the Trustee which are to be accepted for purchase, the Issuers shall also deliver an Officers’ ' Certificate stating that such Notes Securities are to be accepted by the Issuers pursuant to and in accordance with the terms of this Section 4.06Section. A Note Security shall be deemed to have been accepted for purchase at the time the Trustee, directly or through an agent, mails or delivers payment therefor to the surrendering Holder. (dv) The Issuers will shall comply, to the extent applicable, with the requirements of Section 14(e) of the Exchange Act and any other securities laws or regulations in connection with the repurchase of Notes Securities pursuant to this Section 4.06Section. To the extent that the provisions of any securities laws or regulations conflict with provisions of this Section 4.06Section, the Issuers shall comply with the applicable securities laws and regulations and shall not be deemed to have breached their its obligations under this Section 4.06 by virtue of their compliance with such securities laws or regulationsthereof.

Limitation on Sales of Assets and Subsidiary Stock. (a) BZ Holdings shall not, and shall not permit the Company or any of its Restricted Subsidiaries Subsidiary to, directly or indirectly, consummate any Asset Disposition unless: unless (1) BZ Holdings Holdings, the Company or such Restricted Subsidiary receives consideration at the time of such Asset Disposition at least equal to the Fair Market Value (including as to the value of all non-cash consideration) of the shares and assets subject to such Asset Disposition; ; (2) at least 75% of the consideration thereof received by BZ Holdings Holdings, the Company or such Restricted Subsidiary is in the form of cash or cash equivalentsTemporary Cash Investments; and and (3) an amount equal to 100% of the Net Available Cash from such Asset Disposition is applied by BZ Holdings (or the Company or such Restricted Subsidiary, as the case may be: ) (A) first, to the extent BZ Holdings or elects, within 365 days of the receipt of such Restricted SubsidiaryNet Available Cash, as (i) to reduce the case may be, elects outstanding principal amount of Permitted Indebtedness Incurred pursuant to Section 4.03(b)(1); (or is required by ii) to reduce the terms outstanding principal amount of any Indebtednessother Senior Indebtedness of Holdings, the Company or any Subsidiary Guarantor; provided, however, that the Company shall equally and ratably reduce the principal amount of Securities outstanding, through open-market purchases (to the extent such purchases are at or above 100% of the principal amount thereof) or through redemption, or shall offer (in accordance with the procedures set forth below in Section 4.06(b)) to all Holders to purchase their Securities at 100% of the principal amount thereof, plus accrued but unpaid interest, if any, in an aggregate principal amount which, if the offer were accepted, would result in such reduction; or (iii) to prepay, repay, redeem or purchase reduce Indebtedness under any Credit Agreement or Indebtedness (other than any Preferred Stock) of a Restricted Subsidiary that is not an Issuer or a Subsidiary Guarantor (Guarantor; in each case other than Indebtedness owed to BZ Holdings or an Affiliate of BZ Holdings; (B) within one year from second, to the later extent of the date balance of such Asset Disposition Net Available Cash after application in accordance with clause (A), to the extent Holdings elects, to acquire Additional Assets or make any other capital expenditures in respect of a Related Business within 365 days of the receipt of such Net Available Cash; (B) to the extent BZ Holdings or such Restricted Subsidiary, as the case may be, elects, to acquire, make or improve Additional Assets within one year from the later of the date of such Asset Disposition or the receipt of such Net Available Cash; ; and (C) third, to the extent of the balance of such Net Available Cash after application in accordance with clauses (A) and (B), to make an offer to the Holders of the Notes Securities (and to holders of other Senior Indebtedness of Boise Paper Holdings the Company designated by Boise Paper Holdingsthe Company) to purchase Notes Securities (and such other Senior Indebtedness of Boise Paper Holdingsthe Company) pursuant to and subject to the conditions contained in this Indenture; and (D) to enter into binding commitments to take any of the actions described in clauses (A) and (B), and take such actions within one year of entering into such commitment; provided, however, that in connection with any prepayment, repayment or purchase of Indebtedness pursuant to clause (A) or (C) above, BZ Holdings Holdings, the Company or such Restricted Subsidiary shall permanently retire such Indebtedness and shall cause the related loan commitment (if any) to be permanently reduced in an amount equal to the principal amount so prepaid, repaid or purchased. The requirement of Section 4.06(a)(3)(B) shall be deemed to be satisfied if a bona fide binding contract committing to make the investment, acquisition or expenditure referred to therein is entered into by Holdings, the Company or any of its Restricted Subsidiaries within the time period specified in Section 4.06(a)(3)(A) and such Net Available Cash is subsequently applied in accordance with such contract within 180 days following the date such agreement is entered into. Notwithstanding the foregoing provisions of this Section 4.06, BZ Holdings Holdings, the Company and the Restricted Subsidiaries will shall not be required to apply any Net Available Cash in accordance with this Section 4.06 except to the extent that the aggregate Net Available Cash from all Asset Dispositions which is not applied in accordance with this covenant Section 4.06 exceeds $20.0 million20,000,000. Pending application of Net Available Cash pursuant to this Section 4.06, such Net Available Cash shall be invested in Temporary Cash Investments or applied to temporarily reduce revolving credit Indebtedness. For the purposes of this Section 4.06(a4.06(a)(2), the following are deemed to be cash or cash equivalents: Temporary Cash Investments: (1i) the assumption or discharge of Indebtedness of BZ Holdings (other than obligations in respect of Disqualified Stock of BZ Holdings) ), the Company or any Restricted Subsidiary (other than obligations in respect of Disqualified Stock or Preferred Stock of an Issuer the Company or a Restricted Subsidiary that is a Subsidiary Guarantor) and the release of BZ Holdings Holdings, the Company or such Restricted Subsidiary from all liability on such Indebtedness in connection with such Asset Disposition; ; (2ii) any securities received by BZ Holdings Holdings, the Company or any Restricted Subsidiary from the transferee that are converted by BZ Holdings Holdings, the Company or such Restricted Subsidiary into cash within 180 ninety (90) days after such Asset Disposition, to the extent of the cash received in that conversion; and and (3iii) any Designated Non-cash Consideration received by BZ Holdings Holdings, the Company or any Restricted Subsidiary in an such Asset Disposition having an aggregate Fair Market Value, taken together with all other Designated Non-cash Consideration received pursuant to this clause (3) (unless such Designated Non-cash Consideration has been converted into cash, which cash shall be treated after such conversion as Net Available Cash)that is at that time outstanding, not to exceed 7.5the greater of (1) $50,000,000 and (2) 4% of Consolidated Net Tangible Assets of Holdings, the Company and the Restricted Subsidiaries at the time of the receipt of such Designated Non-cash Consideration (with the Fair Market Value of each item of Designated Non-cash Consideration being measured at the time received and without giving effect to subsequent changes in value). (b) In the event of an Asset Disposition that requires the purchase of Notes Securities (and other Senior Indebtedness of Boise Paper HoldingsIndebtedness) pursuant to Section 4.06 4.06(a)(3)(C) (a)(3)(Cor following which, the Company elects to purchase the Securities pursuant Section 4.06(a)(3)(A)(ii) above), the Issuers Company shall purchase Notes Securities tendered pursuant to an offer (an “Asset Sale Offer”) by the Issuers Company for the Notes Securities (and such other Senior Indebtedness) (the “Offer”) at a purchase price of 100% of their principal amount (or, in the event such other Senior Indebtedness of Boise Paper Holdings was issued with original issue discount, 100% of the accreted value with respect thereto) without premium, plus accrued but unpaid interest (or, in respect of such other Senior Indebtedness of Boise Paper Holdings, such lesser price, if any, as may be provided for by the terms of such Senior Indebtedness) in accordance with the procedures (including prorating in the event of oversubscription) set forth in Section 4.06(c)this Indenture. If the aggregate purchase price of the securities tendered exceeds the Net Available Cash allotted to their purchase, the Issuers Company shall select the securities to be purchased on a pro rata basis but in round denominations, which in the case of the Notes Securities shall be minimum denominations of $1,000 2,000 principal amount (subject to the or any greater integral multiple of $2,000 minimum denomination) or multiples 1,000 thereof. If the aggregate purchase price of the securities purchased pursuant to such offer in accordance with this Section 4.06 is less than the Net Available Cash offered therefor, the Issuers may use any such excess Net Available Cash for general corporate purposes or any other purpose, in each case not prohibited by this Indenture. The Issuers Company shall not be required to make such an Asset Sale Offer to purchase Notes (and other Senior Indebtedness of Boise Paper Holdings) pursuant to this Section 4.06 if the Net Available Cash available therefor is less than $20.0 million 50,000,000 (which lesser amount shall be carried forward for purposes of determining whether such an Asset Sale Offer is required with respect to the Net Available Cash from any subsequent Asset Disposition). Upon completion of such an Asset Sale Offer, Net Available Cash shall be deemed to be reduced by the aggregate amount of such Offer (regardless of the amount of Notes tendered in such Offer)reset at zero. (1) Promptly, and in any event within 10 days after the Issuers become Company becomes obligated to make an Asset Sale Offer, the Issuers Company shall deliver to the Trustee and send, by first-class mail to each Holder, a written notice stating that the Holder may elect to have his Notes Securities purchased by the Issuers Company either in whole or in part (subject to prorating as described in Section 4.06(b) in the event the Asset Sale Offer is oversubscribed) in denominations of $2,000 of principal amount or any greater integral multiples multiple of $1,000 of principal amount (subject to the $2,000 minimum denomination)thereof, at the applicable purchase price. The notice shall specify a purchase date not less than 30 days nor more than 60 days after the date of such notice (the “Purchase Date”) and shall contain such information concerning the business of BZ Holdings and the Restricted Subsidiaries Company which the Issuers Company in good faith believe will believes shall enable such Holders to make an informed decision and all instructions and materials necessary to tender Notes pursuant to the Offer, together with the information contained in clause (3)decision. (2) Not later than the date upon which written notice of an Asset Sale Offer is delivered to the Trustee as provided below, the Issuers Company shall deliver to the Trustee an Officers’ Officer’s Certificate as to (A) the amount of the Asset Sale Offer (the “Asset Sale Offer Amount”), including information as to any other Senior Indebtedness included in the Asset Sale Offer, (B) the allocation of the Net Available Cash from the Asset Dispositions pursuant to which such Asset Sale Offer is being made and (C) the compliance of such allocation with the provisions of Section 4.06(a) and (b). On such date, the Issuers Company shall also irrevocably deposit with the Trustee or with a Paying Agent (or, if an Issuer the Company is acting as its own Paying Agent, segregate and hold in trust) in Temporary Cash Investments, maturing on the last day prior to the Purchase Date or on the Purchase Date if funds are immediately available by open of business, an amount equal to the Asset Sale Offer Amount to be held for payment in accordance with the provisions of this Section. If the Asset Sale Offer includes other Senior Indebtedness, the deposit described in the preceding sentence may be made with any other paying agent pursuant to arrangements satisfactory to the Trustee. Upon the expiration of the period for which the Asset Sale Offer remains open (the “Asset Sale Offer Period”), the Issuers Company shall deliver to the Trustee for cancellation the Notes Securities or portions thereof which have been properly tendered to and are to be accepted by the IssuersCompany. The Trustee shall, on the Purchase Date, mail or deliver payment (or cause the delivery of payment) to each tendering Holder in the amount of the purchase price. In the event that the aggregate purchase price of the Notes Securities delivered by the Issuers Company to the Trustee is less than the Asset Sale Offer Amount applicable to the NotesSecurities, the Trustee shall deliver the excess to the Issuers Company immediately after the expiration of the Asset Sale Offer Period for application in accordance with this Section 4.06. (3) Holders electing to have a Note Security purchased shall be required to surrender the NoteSecurity, with an appropriate form duly completed, to the Issuers Company at the address specified in the notice at least three Business Days prior to the Purchase Date. Holders shall be entitled to withdraw their election if the Trustee or an Issuer the Company receives not later than one Business Day prior to the Purchase Date, a telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note Security which was delivered for purchase by the Holder and a statement that such Holder is withdrawing his election to have such Note Security purchased. Holders whose Notes Securities are purchased only in part shall be issued new Notes Securities equal in principal amount to the unpurchased portion of the Notes Securities surrendered. (4) At the time the Issuers deliver Notes Company delivers Securities to the Trustee which are to be accepted for purchase, the Issuers Company shall also deliver an Officers’ Officer’s Certificate stating that such Notes Securities are to be accepted by the Issuers Company pursuant to and in accordance with the terms of this Section 4.06Section. A Note Security shall be deemed to have been accepted for purchase at the time the Trustee, directly or through an agent, mails or delivers payment therefor to the surrendering Holder. (d) The Issuers will Company shall comply, to the extent applicable, with the requirements of Section 14(e) Rule 14e-1 of the Exchange Act and any other securities laws or regulations in connection with the repurchase of Notes Securities pursuant to this Section 4.06. To the extent that the provisions of any securities laws or regulations conflict with provisions of this Section 4.06, the Issuers Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached their its obligations under this Section 4.06 by virtue of their its compliance with such securities laws or regulations.

Limitation on Sales of Assets and Subsidiary Stock. (a) BZ Holdings shall The Company will not, and shall will not permit any of its Restricted Subsidiaries Group Member to, directly or indirectly, consummate any Asset Disposition unless: (1) BZ Holdings the Company or such Restricted Subsidiary Group Member receives consideration at the time of such Asset Disposition at least equal to the Fair Market Value (including as to the value of all non-cash noncash consideration) ), of the shares and assets subject to such Asset Disposition; (2) at least 75% of the consideration thereof received by BZ Holdings the Company or such Restricted Subsidiary Group Member is in the form of cash or cash equivalents, Marketable Securities or Telecommunications Assets; and (3) an amount equal to 100% of the Net Available Cash from such Asset Disposition is applied by BZ Holdings the Company (or such Restricted SubsidiaryGroup Member, as the case may be:) (A) first, to the extent BZ Holdings the Company or such Restricted Subsidiary, as the case may be, Group Member elects (or is required by the terms of any Indebtedness), to prepay, repay, redeem or purchase (x) Senior Indebtedness under any Credit Agreement of the Company that is either secured Indebtedness or has a Stated Maturity prior to the Stated Maturity of the Securities or (y) Indebtedness (other than any Preferred Disqualified Stock) of a Restricted Subsidiary that is not an Issuer or a Subsidiary Guarantor Group Member (in each case other than Indebtedness owed to BZ Holdings the Company or an Affiliate of BZ Holdingsthe Company) within one year from the later of the date of such Asset Disposition or the receipt of such Net Available Cash; (B) second, to the extent BZ Holdings or of the balance of such Restricted SubsidiaryNet Available Cash after application in accordance with clause (A), as to the case may be, extent the Company elects, to acquire, make or improve Additional acquire Telecommunications Assets within one year from the later of the date of such Asset Disposition or the receipt of such Net Available Cash;; and (C) third, to the extent of the balance of such Net Available Cash after application in accordance with clauses (A) and (B), to make an offer to the Holders holders of the Notes Securities (and to holders of other Senior Indebtedness of Boise Paper Holdings designated by Boise Paper Holdingsthat have a right to be included in such offer) to purchase Notes Securities (and such other Senior Indebtedness of Boise Paper HoldingsIndebtedness) pursuant to and subject to the conditions contained in this Indenture; and (D) to enter into binding commitments to take any of the actions described in clauses (A) and (BSection 4.06(b), and take such actions within one year of entering into such commitment; provided, however, that in connection with any prepayment, repayment or purchase of Indebtedness pursuant to clause (A) or (C) above, BZ Holdings the Company or such Restricted Subsidiary Group Member shall permanently retire such Indebtedness (other than Indebtedness Incurred pursuant to the revolving loan portion of a Permitted Credit Facility) and shall cause the related loan commitment (if any) to be permanently reduced in an amount equal to the principal amount so prepaid, repaid or purchased. Notwithstanding the foregoing provisions of this Section 4.06, BZ Holdings the Company and the Restricted Subsidiaries Group Members will not be required to apply any Net Available Cash in accordance with this Section 4.06 except to the extent that the aggregate Net Available Cash from all Asset Dispositions which is are not applied in accordance with this covenant Section 4.06 exceeds $20.0 5.0 million. Pending application of Net Available Cash pursuant to this Section 4.06, such Net Available Cash shall be invested in Temporary Cash Investments or applied to temporarily reduce revolving credit IndebtednessPermitted Investments. For the purposes of this Section 4.06(a)4.06, the following are deemed to be cash or cash equivalents: (1) the assumption or discharge of Indebtedness of BZ Holdings (other than obligations in respect of Disqualified Stock of BZ Holdings) the Company or any Restricted Subsidiary (other than obligations in respect of Disqualified Stock or Preferred Stock of an Issuer or a Subsidiary Guarantor) Group Member and the release of BZ Holdings the Company or such Restricted Subsidiary Group Member from all liability on such Indebtedness in connection with such Asset Disposition;; and (2) securities received by BZ Holdings the Company or any Restricted Subsidiary Group Member from the transferee that are promptly converted by BZ Holdings the Company or such Restricted Subsidiary Group Member into cash within 180 days after such Asset Disposition, to the extent of the or cash received in that conversion; and (3) any Designated Non-cash Consideration received by BZ Holdings or any Restricted Subsidiary in an Asset Disposition having an aggregate Fair Market Value, taken together with all other Designated Non-cash Consideration received pursuant to this clause (3) (unless such Designated Non-cash Consideration has been converted into cash, which cash shall be treated after such conversion as Net Available Cash), not to exceed 7.5% of Consolidated Net Tangible Assets at the time of the receipt of such Designated Non-cash Consideration (with the Fair Market Value of each item of Designated Non-cash Consideration being measured at the time received and without giving effect to subsequent changes in value)equivalents. (b) In the event of an Asset Disposition that requires the purchase of Notes Securities (and other Senior Indebtedness of Boise Paper HoldingsIndebtedness) pursuant to Section 4.06 (a)(3)(C4.06(a)(3)(C), the Issuers Company shall purchase Notes Securities tendered pursuant to an offer by the Issuers Company for the Notes Securities (and such other Senior Indebtedness) (the “"Offer”") at a purchase price of 100% of their principal amount (or, if other than the Securities, 100% of their principal amount or, in the event such other Senior Indebtedness of Boise Paper Holdings was issued with significant original issue discount, 100% of the accreted value with respect thereto) thereof), without premium, plus accrued but unpaid interest (or, in respect of such other Senior Indebtedness of Boise Paper HoldingsIndebtedness, such lesser price, if any, as may be provided for by the terms of such Senior Indebtedness) in accordance with the procedures (including prorating prorationing in the event of oversubscription) set forth in Section 4.06(c). If the aggregate purchase price of Securities (and any other Senior Indebtedness) tendered pursuant to the securities tendered Offer exceeds the Net Available Cash allotted to their purchase, the Issuers Company shall select the securities Securities and other Senior Indebtedness to be purchased on a pro rata basis but in round denominations, which in the case of the Notes shall Securities will be denominations of $1,000 principal amount (subject to the $2,000 minimum denomination) or multiples thereof. If the aggregate purchase price of the securities purchased pursuant to such offer in accordance with this Section 4.06 is less than the Net Available Cash offered therefor, the Issuers may use any such excess Net Available Cash for general corporate purposes or any other purpose, in each case not prohibited by this Indenture. The Issuers Company shall not be required to make such an Offer to purchase Notes Securities (and other Senior Indebtedness of Boise Paper HoldingsIndebtedness) pursuant to this Section 4.06 if the Net Available Cash available therefor is less than $20.0 10.0 million (which lesser amount shall be carried forward for purposes of determining whether such an Offer is required with respect to the Net Available Cash from any subsequent Asset Disposition). Upon completion of such an Offer, the amount of Net Available Cash shall be deemed to be reduced by that served as the aggregate amount of basis for such Offer (regardless will be reset at zero for purposes of the amount of Notes tendered in such OfferSection 4.06(a). (1) Promptly, and in any event within 10 days after the Issuers become Company becomes obligated to make an Offer, the Issuers Company shall deliver to the Trustee and send, by first-class mail to each Holder, a written notice stating that the Holder may elect to have his Notes Securities purchased by the Issuers Company either in whole or in part (subject to prorating as described in Section 4.06(b) in the event the Offer is oversubscribed) in integral multiples of $1,000 of principal amount (subject to the $2,000 minimum denomination)amount, at the applicable purchase price. The notice shall specify a purchase date not less than 30 days nor more than 60 days after the date of such notice (the “"Purchase Date”") and shall contain such information concerning the business of BZ Holdings and the Restricted Subsidiaries Company which the Issuers Company in good faith believe believes will enable such Holders to make an informed decision and all instructions and materials necessary to tender Notes pursuant to the Offer, together with the information contained in clause (3). (2) Not later than the date upon which written notice of an Offer is delivered to the Trustee as provided below, the Issuers shall deliver to the Trustee an Officers’ Certificate as to at a minimum will include (A) the amount most recently filed Annual Report on Form 10-K (including audited consolidated financial statements) of the Offer (Company, the “Offer Amount”), including information as to most recent subsequently filed Quarterly Report on Form 10-Q and any other Senior Indebtedness included in the Offer, (B) the allocation Current Report on Form 8-K of the Net Available Cash from the Company filed subsequent to such Quarterly Report, other than Current Reports describing Asset Dispositions pursuant to which such Offer is being made and (C) the compliance of such allocation with the provisions of Section 4.06(a) and (b). On such date, the Issuers shall also irrevocably deposit with the Trustee or with a Paying Agent (or, if an Issuer is acting as its own Paying Agent, segregate and hold in trust) in Temporary Cash Investments, maturing on the last day prior to the Purchase Date or on the Purchase Date if funds are immediately available by open of business, an amount equal to the Offer Amount to be held for payment in accordance with the provisions of this Section. If the Offer includes other Senior Indebtedness, the deposit otherwise described in the preceding sentence may be made with any other paying agent pursuant to arrangements satisfactory to the Trustee. Upon the expiration of the period for which the Offer remains open (the “Offer Period”), the Issuers shall deliver to the Trustee for cancellation the Notes or portions thereof which have been properly tendered to and are to be accepted by the Issuers. The Trustee shall, on the Purchase Date, mail or deliver payment offering materials (or cause the delivery of payment) to each tendering Holder in the amount of the purchase price. In the event that the aggregate purchase price of the Notes delivered by the Issuers to the Trustee is less than the Offer Amount applicable to the Notes, the Trustee shall deliver the excess to the Issuers immediately after the expiration of the Offer Period for application in accordance with this Section 4.06. (3) Holders electing to have a Note purchased shall be required to surrender the Note, with an appropriate form duly completed, to the Issuers at the address specified in the notice at least three Business Days prior to the Purchase Date. Holders shall be entitled to withdraw their election if the Trustee or an Issuer receives not later than one Business Day prior to the Purchase Date, a facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note which was delivered for purchase by the Holder and a statement that such Holder is withdrawing his election to have such Note purchased. Holders whose Notes are purchased only in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered. (4) At the time the Issuers deliver Notes to the Trustee which are to be accepted for purchase, the Issuers shall also deliver an Officers’ Certificate stating that such Notes are to be accepted by the Issuers pursuant to and in accordance with the terms of this Section 4.06. A Note shall be deemed to have been accepted for purchase at the time the Trustee, directly or through an agent, mails or delivers payment therefor to the surrendering Holder. (d) The Issuers will comply, to the extent applicable, with the requirements of Section 14(e) of the Exchange Act and any other securities laws or regulations in connection with the repurchase of Notes pursuant to this Section 4.06. To the extent that the provisions of any securities laws or regulations conflict with provisions of this Section 4.06, the Issuers shall comply with the applicable securities laws and regulations and shall not be deemed to have breached their obligations under this Section 4.06 by virtue of their compliance with such securities laws or regulations.corresponding successor reports),

Limitation on Sales of Assets and Subsidiary Stock. (a) BZ Holdings The Customer shall not, and shall not permit any of its Restricted Subsidiaries Subsidiary Guarantor to, directly or indirectly, consummate any Asset Disposition unless: (1) BZ Holdings the Customer or such Restricted Subsidiary Guarantor receives consideration at the time of such Asset Disposition at least equal to the Fair Market Value fair market value (including as to the value of all non-cash consideration) ), as determined in good faith by the Board of Directors, of the shares and assets subject to such Asset Disposition; (2) at least 75% of the consideration thereof received by BZ Holdings the Customer or such Restricted Subsidiary Guarantor is in the form of cash or cash equivalents; and; (3) an amount equal to 100% of the Net Available Cash from such Asset Disposition is applied by BZ Holdings the Customer or such Restricted SubsidiarySubsidiary Guarantor, as the case may be:, (A) first, to the extent BZ Holdings the Customer or such Restricted Subsidiary, as the case may be, Subsidiary Guarantor elects (or is required by the terms of any Indebtedness), to prepay, repay, redeem or purchase Senior Indebtedness under any Credit Agreement of the Customer (including the Loans) or Indebtedness (other than any Preferred Disqualified Stock) of a Restricted any Wholly Owned Subsidiary that is not an Issuer or a Subsidiary Guarantor (in each case other than Indebtedness owed to BZ Holdings the Customer or an Affiliate of BZ Holdingsthe Customer) within one year from the later of the date of such Asset Disposition or the receipt of such Net Available Cash; (B) second, to the extent BZ Holdings of the balance of such Net Available Cash after application in accordance with clause (A), to the extent the Customer or such Restricted Subsidiary, as the case may be, Subsidiary Guarantor elects, to acquire, make or improve acquire Additional Assets within one year from the later of the date of such Asset Disposition or the receipt of such Net Available Cash;; PROVIDED, HOWEVER, that the Customer shall have an additional six months to apply such Net Available Cash pursuant to this clause (B) if it shall have entered into a binding acquisition or purchase contract in respect of Additional Assets prior to the expiration of such one-year period; and (C) third, to the extent of the balance of such Net Available Cash after application in accordance with clauses (A) and (B), to make an offer to the Holders of Lender to prepay the Notes (Loans and to the holders of other Senior Indebtedness of Boise Paper Holdings the Customer designated by Boise Paper Holdings) the Customer to purchase Notes (and such other Senior Indebtedness of Boise Paper Holdings) the Customer pursuant to and subject to the conditions contained in this IndentureAgreement or the documentation governing such Senior Indebtedness, as applicable; and (D) to enter into binding commitments to take any of the actions described in clauses (A) and (B)PROVIDED, and take such actions within one year of entering into such commitment; provided, howeverHOWEVER, that in connection with any prepayment, repayment or purchase of Indebtedness pursuant to clause (A) or (C) above, BZ Holdings the Customer or such Restricted Subsidiary Guarantor shall permanently retire such Indebtedness and shall cause the related loan commitment (if any) to be permanently reduced in an amount equal to the principal amount so prepaid, repaid or purchased. Notwithstanding the foregoing provisions of this Section 4.066.05, BZ Holdings the Customer and the Restricted Subsidiaries will Subsidiary Guarantors shall not be required to apply any Net Available Cash in accordance with this Section 4.06 6.05(a) except to the extent that the aggregate Net Available Cash from all Asset Dispositions which is not applied in accordance with this covenant Section 6.05(a) exceeds $20.0 10 million. Pending application of Net Available Cash pursuant to this Section 4.066.05(a), such Net Available Cash shall be invested in Temporary Cash Investments Equivalents or applied to temporarily reduce revolving credit Indebtednessindebtedness. For the purposes of this Section 4.06(a6.05(a), the following are deemed to be cash or cash equivalents: (1) the assumption or discharge of Indebtedness of BZ Holdings the Customer (other than obligations in respect of Disqualified Stock of BZ Holdingsthe Customer) or any Restricted Subsidiary (other than obligations in respect of Disqualified Stock or Preferred Stock of an Issuer or a Subsidiary Guarantor) Guarantor and the release of BZ Holdings the Customer or such Restricted Subsidiary Guarantor from all liability on such Indebtedness in connection with such Asset Disposition;Disposition (in which case the Customer shall, without further action, be deemed to have applied such deemed cash to Indebtedness in accordance with clause (3)(A) above); and (2) securities received by BZ Holdings the Customer or any Restricted Subsidiary Guarantor from the transferee that are promptly converted by BZ Holdings the Customer or such Restricted Subsidiary Guarantor into cash within 180 days after such Asset Dispositioncash, to the extent of the cash received in that conversion; and (3) any Designated Non-cash Consideration received by BZ Holdings or any Restricted Subsidiary in an Asset Disposition having an aggregate Fair Market Value, taken together with all other Designated Non-cash Consideration received pursuant to this clause (3) (unless such Designated Non-cash Consideration has been converted into cash, which cash shall be treated after such conversion as Net Available Cash), not to exceed 7.5% of Consolidated Net Tangible Assets at the time of the receipt of such Designated Non-cash Consideration (with the Fair Market Value of each item of Designated Non-cash Consideration being measured at the time received and without giving effect to subsequent changes in value). (b) In the event of an Asset Disposition that requires the prepayment of the Loans (and purchase of Notes (and other Senior Indebtedness of Boise Paper Holdingsthe Customer) pursuant to Section 4.06 (a)(3)(C6.05(a)(3)(C), the Issuers Customer shall purchase Notes tendered pursuant offer to an offer by prepay a pro rata portion of the Issuers for the Notes (and such other Senior Indebtedness) (the “Offer”) Loans at a purchase price of 100% of their outstanding principal amount (oramount, in the event such other Senior Indebtedness of Boise Paper Holdings was issued with original issue discount, 100% of the accreted value with respect thereto) without premium, plus accrued but and unpaid interest thereon, such pro rata portion of the Loans to be calculated by multiplying (ori) the aggregate amount of the Net Available Cash to be applied under Section 6.05(a)(3)(C) TIMES (ii) a fraction, in respect the numerator of such other which is the outstanding aggregate principal amount of the Loans and the denominator of which is the outstanding aggregate principal amount all Senior Indebtedness of Boise Paper Holdings, such lesser price, if any, as may be provided for by the terms of such Senior Indebtedness) in accordance with the procedures (including prorating the Loans) subject to such prepayment or purchase (in the event of oversubscription) set forth in Section 4.06(ceach case calculated just prior to such prepayment or purchase). If the aggregate purchase price of the securities tendered exceeds the Net Available Cash allotted to their purchase, the Issuers shall select the securities to be purchased on a pro rata basis but in round denominations, which in the case of the Notes Loans shall be denominations of $1,000 principal amount (subject to the $2,000 minimum denomination) or multiples thereof. If the aggregate purchase price of the securities purchased pursuant to such offer in accordance with this Section 4.06 is less than the Net Available Cash offered thereforoutstanding aggregate principal amount of all the Loans, the Issuers may use any such excess Net Available Cash for general corporate purposes or any other purpose, Customer shall prepay the Loans in each case not prohibited by this Indenturethe manner provided in Section 2.04(a). The Issuers Customer shall not be required to make such an Offer to purchase Notes (and other Senior Indebtedness of Boise Paper Holdings) offer pursuant to this Section 4.06 6.05(a)(3)(C) if the Net Available Cash available therefor is less than $20.0 5 million (which lesser amount shall be carried forward for purposes of determining whether such an Offer offer is required with respect to the Net Available Cash from any subsequent Asset Disposition). Upon completion of such an Offeroffer, Net Available Cash shall be deemed to be reduced by the aggregate amount of such Offer (regardless of the amount of Notes tendered in such Offer)offer. (1c) Promptly, and in any event within 10 days after the Issuers become Customer becomes obligated to make an Offerthe foregoing offer, the Issuers Customer shall deliver to the Trustee and send, by first-class mail to each Holder, Lender a written notice stating that the Holder may elect to have his Notes purchased by the Issuers either in whole or in part (subject to prorating as described in Section 4.06(b) in the event the Offer is oversubscribed) in integral multiples of $1,000 of principal amount (subject to the $2,000 minimum denomination), at the applicable purchase pricethereof. The notice shall specify a purchase prepayment date not less than 30 days nor more than 60 days after the date of such notice (the “Purchase DatePREPAYMENT DATE”) and shall contain such information concerning the business of BZ Holdings and the Restricted Subsidiaries Customer which the Issuers Customer in good faith believe believes will enable such Holders the Lender to make an informed decision (which at a minimum will include (A) the most recently filed Annual Report on Form 10-K (including audited consolidated financial statements) of the Customer, the most recent subsequently filed Quarterly Report on Form 10-Q, if any, and all instructions and Current Reports on Form 8-K of the Customer filed subsequent to such Quarterly Report, if any, other than Current Reports describing Asset Dispositions otherwise described in the offering materials necessary to tender Notes pursuant (or corresponding successor reports), (B) a description of material developments in the Customer’s business subsequent to the Offerdate of the latest of such Reports and (C) if material, together with the information contained in clause (3appropriate pro forma financial information). (2) . Not later than the date upon which written notice of an Offer such offer is delivered to the Trustee Lender as provided belowabove, the Issuers Customer shall deliver to the Trustee Lender an Officers’ Certificate as to (A) the amount of the Offer offer (the “Offer AmountOFFER AMOUNT”), including information as to any other Senior Indebtedness included in the Offeroffer, (B) the allocation of the Net Available Cash from the Asset Dispositions pursuant to which such Offer offer is being made and (C) the compliance of such allocation with the provisions of Section 4.06(a6.05(a) and (b). On such date, the Issuers shall also irrevocably deposit with the Trustee or with a Paying Agent (or, if an Issuer is acting as its own Paying Agent, segregate and hold in trust) in Temporary Cash Investments, maturing on the last day prior to the Purchase Date or on the Purchase Date if funds are immediately available by open of business, an amount equal to the Offer Amount to be held for payment in accordance with the provisions of this Section. If the Offer includes other Senior Indebtedness, the deposit described in the preceding sentence may be made with any other paying agent pursuant to arrangements satisfactory to the Trustee. Upon the expiration of the period for which the Offer remains open (the “Offer Period”), the Issuers shall deliver to the Trustee for cancellation the Notes or portions thereof which have been properly tendered to and are to be accepted by the Issuers. The Trustee shall, on the Purchase Date, mail or deliver payment (or cause the delivery of payment) to each tendering Holder in the amount of the purchase price. In the event that the aggregate purchase price of the Notes delivered by the Issuers to the Trustee is less than the Offer Amount applicable to the Notes, the Trustee shall deliver the excess to the Issuers immediately after the expiration of the Offer Period for application in accordance with this Section 4.06. (3) Holders electing to have a Note purchased shall be required to surrender the Note, with an appropriate form duly completed, to the Issuers at the address specified in the notice at least three Business Days prior to the Purchase Date. Holders shall be entitled to withdraw their election if the Trustee or an Issuer receives not later than one Business Day prior to the Purchase Date, a facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note which was delivered for purchase by the Holder and a statement that such Holder is withdrawing his election to have such Note purchased. Holders whose Notes are purchased only in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered. (4) At the time the Issuers deliver Notes to the Trustee which are to be accepted for purchase, the Issuers shall also deliver an Officers’ Certificate stating that such Notes are to be accepted by the Issuers pursuant to and in accordance with the terms of this Section 4.06. A Note shall be deemed to have been accepted for purchase at the time the Trustee, directly or through an agent, mails or delivers payment therefor to the surrendering Holder. (d) The Issuers will complyCustomer shall not, to the extent applicable, with the requirements of Section 14(e) of the Exchange Act and any other securities laws or regulations in connection with the repurchase of Notes pursuant to this Section 4.06. To the extent that the provisions of any securities laws or regulations conflict with provisions of this Section 4.06, the Issuers shall comply with the applicable securities laws and regulations and shall not permit any Subsidiary Guarantor to, engage in any Asset Swaps, unless: (1) at the time of entering into such Asset Swap and immediately after giving effect to such Asset Swap, no Event of Default shall have occurred and be deemed continuing or would occur as a consequence thereof; (2) in the event such Asset Swap involves the transfer by the Customer or any Subsidiary Guarantor of assets having an aggregate fair market value, as determined by the Board of Directors of the Customer in good faith, in excess of $10 million, the terms of such Asset Swap have been approved by a majority of the members of the Board of Directors of the Customer; and (3) in the event such Asset Swap involves the transfer by the Customer or any Subsidiary Guarantor of assets having an aggregate fair market value, as determined by the Board of Directors of the Customer in good faith, in excess of $50 million, the Customer has received a written opinion from an independent investment banking firm of nationally recognized standing that such Asset Swap is fair to have breached their obligations under this Section 4.06 by virtue the Customer or such Subsidiary Guarantor, as the case may be, from a financial point of their compliance with such securities laws or regulationsview.

Limitation on Sales of Assets and Subsidiary Stock. (a) BZ Holdings shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, consummate any Asset Disposition unless: (1) BZ Holdings or such Restricted Subsidiary receives consideration at the time of such Asset Disposition at least equal to the Fair Market Value (including as to the value of all non-cash consideration) of the shares and assets subject to such Asset Disposition; (2) at least 75% of the consideration thereof received by BZ Holdings or such Restricted Subsidiary is in the form of cash or cash equivalents; and (3) an amount equal to 100% of the Net Available Cash from such Asset Disposition is applied by BZ Holdings or such Restricted Subsidiary, as the case may be: (A) to the extent BZ Holdings or such Restricted Subsidiary, as the case may be, elects (or is required by the terms of any Indebtedness), to prepay, repay, redeem or purchase Indebtedness under any Credit Agreement or Indebtedness (other than any Preferred Stock) of a Restricted Subsidiary that is not an Issuer or a Subsidiary Guarantor (in each case other than Indebtedness owed to BZ Holdings or an Affiliate of BZ Holdings) within one year from the later of the date of such Asset Disposition or the receipt of such Net Available Cash; (B) to the extent BZ Holdings or such Restricted Subsidiary, as the case may be, elects, to acquire, make or improve Additional Assets within one year from the later of the date of such Asset Disposition or the receipt of such Net Available Cash; (C) to the extent of the balance of such Net Available Cash after application in accordance with clauses (A) and (B), to make an offer to the Holders of the Notes (and to holders of other Senior Indebtedness of Boise Paper Holdings designated by Boise Paper Holdings) to purchase Notes (and such other Senior Indebtedness of Boise Paper Holdings) pursuant to and subject to the conditions contained in this Indenture; and (D) to enter into binding commitments to take any of the actions described in clauses (A) and (B), and take such actions within one year of entering into such commitment; provided, however, that in connection with any prepayment, repayment or purchase of Indebtedness pursuant to clause (A) or (C) above, BZ Holdings or such Restricted Subsidiary shall permanently retire such Indebtedness and shall cause the related loan commitment (if any) to be permanently reduced in an amount equal to the principal amount so prepaid, repaid or purchased. Notwithstanding the foregoing provisions of this Section 4.06, BZ Holdings and the Restricted Subsidiaries will not be required to apply any Net Available Cash in accordance with this Section 4.06 except to the extent that the aggregate Net Available Cash from all Asset Dispositions which is not applied in accordance with this covenant exceeds $20.0 million. Pending application of Net Available Cash pursuant to this Section 4.06, such Net Available Cash shall be invested in Temporary Cash Investments or applied to temporarily reduce revolving credit Indebtedness. For the purposes of this Section 4.06(a), the following are deemed to be cash or cash equivalents: (1) the assumption or discharge of Indebtedness of BZ Holdings (other than obligations in respect of Disqualified Stock of BZ Holdings) or any Restricted Subsidiary (other than obligations in respect of Disqualified Stock or Preferred Stock of an Issuer or a Subsidiary Guarantor) and the release of BZ Holdings or such Restricted Subsidiary from all liability on such Indebtedness in connection with such Asset Disposition; (2) securities received by BZ Holdings or any Restricted Subsidiary from the transferee that are converted by BZ Holdings or such Restricted Subsidiary into cash within 180 days after such Asset Disposition, to the extent of the cash received in that conversion; and (3) any Designated Non-cash Consideration received by BZ Holdings or any Restricted Subsidiary in an Asset Disposition having an aggregate Fair Market Value, taken together with all other Designated Non-cash Consideration received pursuant to this clause (3) (unless such Designated Non-cash Consideration has been converted into cash, which cash shall be treated after such conversion as Net Available Cash), not to exceed 7.5% of Consolidated Net Tangible Assets at the time of the receipt of such Designated Non-cash Consideration (with the Fair Market Value of each item of Designated Non-cash Consideration being measured at the time received and without giving effect to subsequent changes in value). (b) In the event of an Asset Disposition that requires the purchase of Notes (and other Senior Indebtedness of Boise Paper Holdings) pursuant to Section 4.06 (a)(3)(C), the Issuers shall purchase Notes tendered pursuant to an offer by the Issuers for the Notes (and such other Senior Indebtedness) (the “Offer”) at a purchase price of 100% of their principal amount (or, in the event such other Senior Indebtedness of Boise Paper Holdings was issued with original issue discount, 100% of the accreted value with respect thereto) without premium, plus accrued but unpaid interest (or, in respect of such other Senior Indebtedness of Boise Paper Holdings, such lesser price, if any, as may be provided for by the terms of such Senior Indebtedness) in accordance with the procedures (including prorating in the event of oversubscription) set forth in Section 4.06(c). If the aggregate purchase price of the securities tendered exceeds the Net Available Cash allotted to their purchase, the Issuers shall select the securities to be purchased on a pro rata basis but in round denominations, which in the case of the Notes shall be denominations of $1,000 principal amount (subject to the $2,000 minimum denomination) or multiples thereof. If the aggregate purchase price of the securities purchased pursuant to such offer in accordance with this Section 4.06 is less than the Net Available Cash offered therefor, the Issuers may use any such excess Net Available Cash for general corporate purposes or any other purpose, in each case not prohibited by this Indenture. The Issuers shall not be required to make such an Offer to purchase Notes (and other Senior Indebtedness of Boise Paper Holdings) pursuant to this Section 4.06 if the Net Available Cash available therefor is less than $20.0 million (which lesser amount shall be carried forward for purposes of determining whether such an Offer is required with respect to the Net Available Cash from any subsequent Asset Disposition). Upon completion of such an Offer, Net Available Cash shall be deemed to be reduced by the aggregate amount of such Offer (regardless of the amount of Notes tendered in such Offer). (1) Promptly, and in any event within 10 days after the Issuers become obligated to make an Offer, the Issuers shall deliver to the Trustee and send, by first-class mail to each Holder, a written notice stating that the Holder may elect to have his Notes purchased by the Issuers either in whole or in part (subject to prorating as described in Section 4.06(b) in the event the Offer is oversubscribed) in integral multiples of $1,000 of principal amount (subject to the $2,000 minimum denomination), at the applicable purchase price. The notice shall specify a purchase date not less than 30 days nor more than 60 days after the date of such notice (the “Purchase Date”) and shall contain such information concerning the business of BZ Holdings and the Restricted Subsidiaries which the Issuers in good faith believe will enable such Holders to make an informed decision and all instructions and materials necessary to tender Notes pursuant to the Offer, together with the information contained in clause (3). (2) Not later than the date upon which written notice of an Offer is delivered to the Trustee as provided below, the Issuers shall deliver to the Trustee an Officers’ ' Certificate as to (A) the amount of the Offer (the “Offer Amount”), including information as to any other Senior Indebtedness included in the Offer, (B) the allocation of the Net Available Cash from the Asset Dispositions pursuant to which such Offer is being made and (C) the compliance of such allocation with the provisions of Section 4.06(a) and (b). On such date, the Issuers shall also irrevocably deposit with the Trustee or with a Paying Agent (or, if an Issuer is acting as its own Paying Agent, segregate and hold in trust) in Temporary Cash Investments, maturing on the last day prior to the Purchase Date or on the Purchase Date if funds are immediately available by open of business, an amount equal to the Offer Amount to be held for payment in accordance with the provisions of this Section. If the Offer includes other Senior Indebtedness, the deposit described in the preceding sentence may be made with any other paying agent pursuant to arrangements satisfactory to the Trustee. Upon the expiration of the period for which the Offer remains open (the “Offer Period”), the Issuers shall deliver to the Trustee for cancellation the Notes or portions thereof which have been properly tendered to and are to be accepted by the Issuers. The Trustee shall, on the Purchase Date, mail or deliver payment (or cause the delivery of payment) to each tendering Holder in the amount of the purchase price. In the event that the aggregate purchase price of the Notes delivered by the Issuers to the Trustee is less than the Offer Amount applicable to the Notes, the Trustee shall deliver the excess to the Issuers immediately after the expiration of the Offer Period for application in accordance with this Section 4.06. (3) Holders electing to have a Note purchased shall be required to surrender the Note, with an appropriate form duly completed, to the Issuers at the address specified in the notice at least three Business Days prior to the Purchase Date. Holders shall be entitled to withdraw their election if the Trustee or an Issuer receives not later than one Business Day prior to the Purchase Date, a facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note which was delivered for purchase by the Holder and a statement that such Holder is withdrawing his election to have such Note purchased. Holders whose Notes are purchased only in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered. (4) At the time the Issuers deliver Notes to the Trustee which are to be accepted for purchase, the Issuers shall also deliver an Officers’ ' Certificate stating that such Notes are to be accepted by the Issuers pursuant to and in accordance with the terms of this Section 4.06. A Note shall be deemed to have been accepted for purchase at the time the Trustee, directly or through an agent, mails or delivers payment therefor to the surrendering Holder. (d) The Issuers will comply, to the extent applicable, with the requirements of Section 14(e) of the Exchange Act and any other securities laws or regulations in connection with the repurchase of Notes pursuant to this Section 4.06. To the extent that the provisions of any securities laws or regulations conflict with provisions of this Section 4.06, the Issuers shall comply with the applicable securities laws and regulations and shall not be deemed to have breached their obligations under this Section 4.06 by virtue of their compliance with such securities laws or regulations.

Limitation on Sales of Assets and Subsidiary Stock. (a) BZ Holdings The Company and the Guarantors shall not, and neither the Company nor the Guarantors shall not permit any of its Restricted their respective Subsidiaries to, in one or a series of related transactions, convey, sell, lease, transfer, assign or otherwise dispose of, directly or indirectly, consummate any of their property, business or assets, including by merger or consolidation (in the case of a Guarantor or one of the Company's Subsidiaries), and including any sale or other transfer or issuance of any Equity Interests of any of the Company's Subsidiaries, whether by the Company or one of its Subsidiaries or through the issuance, sale or transfer of Equity Interests by one of the Company's Subsidiaries and including any sale and leaseback transaction (any of the foregoing, an "Asset Disposition Sale"), unless: (1) BZ Holdings or such Restricted Subsidiary receives consideration at the time of such Asset Disposition at least equal to the Fair Market Value (including as to the value of all non-cash considerationa) of the shares and assets subject to such Asset Disposition; (2) at least 75% of the consideration thereof received by BZ Holdings or such Restricted Subsidiary is in the form of cash or cash equivalents; and (3) an amount equal to 100% of the Net Available Cash from such Proceeds therefrom (the "Asset Disposition is Sale Offer Amount") are applied by BZ Holdings or such Restricted Subsidiary, as the case may be: (A) to the extent BZ Holdings or such Restricted Subsidiary, as the case may be, elects (or is required by the terms of any Indebtedness), to prepay, repay, redeem or purchase Indebtedness under any Credit Agreement or Indebtedness (other than any Preferred Stock) of a Restricted Subsidiary that is not an Issuer or a Subsidiary Guarantor (in each case other than Indebtedness owed to BZ Holdings or an Affiliate of BZ Holdings) within one year from the later of 365 days after the date of such Asset Disposition or the receipt of such Net Available Cash; (B) Sale to the extent BZ Holdings or such Restricted Subsidiary, as the case may be, elects, to acquire, make or improve Additional Assets within one year from the later of the date of such Asset Disposition or the receipt of such Net Available Cash; (C) to the extent of the balance of such Net Available Cash after application not applied in accordance with clauses paragraph (Ab) below, to the: (i) optional redemption of the Notes in accordance with the terms of this Indenture and the Company's other Indebtedness ranking on a parity with the Notes and with similar provisions requiring the Company to redeem such Indebtedness with the proceeds from such Asset Sale, pro rata in proportion to the respective principal amounts (B), or accreted values in the case of Indebtedness issued with an original issue discount) of the Notes and such other Indebtedness then outstanding; or (ii) repurchase of the Notes and such other Indebtedness ranking on a parity with the Notes and with similar provisions requiring the Company to make an offer to purchase such Indebtedness with the Holders proceeds from such Asset Sale pursuant to a cash offer (subject only to conditions required by applicable law, if any) (pro rata in proportion to the respective principal amounts (or accreted values in the case of Indebtedness issued with an original issue discount) of the Notes (and to holders of other Senior Indebtedness of Boise Paper Holdings designated by Boise Paper Holdings) to purchase Notes (and such other Senior Indebtedness of Boise Paper Holdings) pursuant to and subject to the conditions contained in this Indenture; and (D) to enter into binding commitments to take any of the actions described in clauses (A) and (B), and take such actions within one year of entering into such commitment; provided, however, that in connection with any prepayment, repayment or purchase of Indebtedness pursuant to clause (A) or (C) above, BZ Holdings or such Restricted Subsidiary shall permanently retire such Indebtedness and shall cause the related loan commitment (if any) to be permanently reduced in an amount equal to the principal amount so prepaid, repaid or purchased. Notwithstanding the foregoing provisions of this Section 4.06, BZ Holdings and the Restricted Subsidiaries will not be required to apply any Net Available Cash in accordance with this Section 4.06 except to the extent that the aggregate Net Available Cash from all Asset Dispositions which is not applied in accordance with this covenant exceeds $20.0 million. Pending application of Net Available Cash pursuant to this Section 4.06, such Net Available Cash shall be invested in Temporary Cash Investments or applied to temporarily reduce revolving credit Indebtedness. For the purposes of this Section 4.06(a), the following are deemed to be cash or cash equivalents: (1) the assumption or discharge of Indebtedness of BZ Holdings (other than obligations in respect of Disqualified Stock of BZ Holdings) or any Restricted Subsidiary (other than obligations in respect of Disqualified Stock or Preferred Stock of an Issuer or a Subsidiary Guarantor) and the release of BZ Holdings or such Restricted Subsidiary from all liability on such Indebtedness in connection with such Asset Disposition; (2) securities received by BZ Holdings or any Restricted Subsidiary from the transferee that are converted by BZ Holdings or such Restricted Subsidiary into cash within 180 days after such Asset Disposition, to the extent of the cash received in that conversion; and (3) any Designated Non-cash Consideration received by BZ Holdings or any Restricted Subsidiary in an Asset Disposition having an aggregate Fair Market Value, taken together with all other Designated Non-cash Consideration received pursuant to this clause (3) (unless such Designated Non-cash Consideration has been converted into cash, which cash shall be treated after such conversion as Net Available Cash), not to exceed 7.5% of Consolidated Net Tangible Assets at the time of the receipt of such Designated Non-cash Consideration (with the Fair Market Value of each item of Designated Non-cash Consideration being measured at the time received and without giving effect to subsequent changes in value). (b) In the event of an Asset Disposition that requires the purchase of Notes (and other Senior Indebtedness of Boise Paper Holdings) pursuant to Section 4.06 (a)(3)(C), the Issuers shall purchase Notes tendered pursuant to an offer by the Issuers for the Notes (and such other Senior Indebtednessthen outstanding) (the “"Asset Sale Offer”") at a purchase price of 100% of their the principal amount (or, or accreted value in the event such other Senior case of Indebtedness of Boise Paper Holdings was issued with an original issue discount, 100% of ) (the accreted value "Asset Sale Offer Price") together with respect thereto) without premium, plus accrued but and unpaid interest (or, in respect of such other Senior Indebtedness of Boise Paper Holdings, such lesser priceand Liquidated Damages, if any, as may be provided for by the terms of such Senior Indebtedness) in accordance with the procedures (including prorating in the event of oversubscription) set forth in Section 4.06(c). If the aggregate purchase price of the securities tendered exceeds the Net Available Cash allotted to their purchase, the Issuers shall select the securities to be purchased on a pro rata basis but in round denominations, which in the case of the Notes shall be denominations of $1,000 principal amount (subject to the $2,000 minimum denomination) or multiples thereof. If the aggregate purchase price of the securities purchased pursuant to such offer in accordance with this Section 4.06 is less than the Net Available Cash offered therefor, the Issuers may use any such excess Net Available Cash for general corporate purposes or any other purpose, in each case not prohibited by this Indenture. The Issuers shall not be required to make such an Offer to purchase Notes (and other Senior Indebtedness of Boise Paper Holdings) pursuant to this Section 4.06 if the Net Available Cash available therefor is less than $20.0 million (which lesser amount shall be carried forward for purposes of determining whether such an Offer is required with respect to the Net Available Cash from any subsequent Asset Disposition). Upon completion of such an Offer, Net Available Cash shall be deemed to be reduced by the aggregate amount of such Offer (regardless of the amount of Notes tendered in such Offer). (1) Promptly, and in any event within 10 days after the Issuers become obligated to make an Offer, the Issuers shall deliver to the Trustee and send, by first-class mail to each Holder, a written notice stating that the Holder may elect to have his Notes purchased by the Issuers either in whole or in part (subject to prorating as described in Section 4.06(b) in the event the Offer is oversubscribed) in integral multiples of $1,000 of principal amount (subject to the $2,000 minimum denomination), at the applicable purchase price. The notice shall specify a purchase date not less than 30 days nor more than 60 days after the date of such notice (the “Purchase Date”) and shall contain such information concerning the business of BZ Holdings and the Restricted Subsidiaries which the Issuers in good faith believe will enable such Holders to make an informed decision and all instructions and materials necessary to tender Notes pursuant to the Offerpayment, together with the information contained in clause (3). (2) Not later than the date upon which written notice of an Offer is delivered to the Trustee as provided below, the Issuers shall deliver to the Trustee an Officers’ Certificate as to (A) the amount of the Offer (the “Offer Amount”), including information as to any other Senior Indebtedness included in the Offer, (B) the allocation of the Net Available Cash from the Asset Dispositions pursuant to which such Offer is being made and (C) the compliance within 335 days of such allocation with the provisions of Section 4.06(a) and (b). On such date, the Issuers shall also irrevocably deposit with the Trustee or with a Paying Agent (Asset Sale; or, if an Issuer is acting as its own Paying Agent, segregate and hold in trust) in Temporary Cash Investments, maturing on the last day prior to the Purchase Date or on the Purchase Date if funds are immediately available by open of business, an amount equal to the Offer Amount to be held for payment in accordance with the provisions of this Section. If the Offer includes other Senior Indebtedness, the deposit described in the preceding sentence may be made with any other paying agent pursuant to arrangements satisfactory to the Trustee. Upon the expiration of the period for which the Offer remains open (the “Offer Period”), the Issuers shall deliver to the Trustee for cancellation the Notes or portions thereof which have been properly tendered to and are to be accepted by the Issuers. The Trustee shall, on the Purchase Date, mail or deliver payment (or cause the delivery of payment) to each tendering Holder in the amount of the purchase price. In the event that the aggregate purchase price of the Notes delivered by the Issuers to the Trustee is less than the Offer Amount applicable to the Notes, the Trustee shall deliver the excess to the Issuers immediately after the expiration of the Offer Period for application in accordance with this Section 4.06. (3) Holders electing to have a Note purchased shall be required to surrender the Note, with an appropriate form duly completed, to the Issuers at the address specified in the notice at least three Business Days prior to the Purchase Date. Holders shall be entitled to withdraw their election if the Trustee or an Issuer receives not later than one Business Day prior to the Purchase Date, a facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note which was delivered for purchase by the Holder and a statement that such Holder is withdrawing his election to have such Note purchased. Holders whose Notes are purchased only in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered. (4) At the time the Issuers deliver Notes to the Trustee which are to be accepted for purchase, the Issuers shall also deliver an Officers’ Certificate stating that such Notes are to be accepted by the Issuers pursuant to and in accordance with the terms of this Section 4.06. A Note shall be deemed to have been accepted for purchase at the time the Trustee, directly or through an agent, mails or delivers payment therefor to the surrendering Holder. (d) The Issuers will comply, to the extent applicable, with the requirements of Section 14(e) of the Exchange Act and any other securities laws or regulations in connection with the repurchase of Notes pursuant to this Section 4.06. To the extent that the provisions of any securities laws or regulations conflict with provisions of this Section 4.06, the Issuers shall comply with the applicable securities laws and regulations and shall not be deemed to have breached their obligations under this Section 4.06 by virtue of their compliance with such securities laws or regulations.

Limitation on Sales of Assets and Subsidiary Stock. (a) BZ Holdings shall The Company will not, and shall will not permit any of its Restricted Subsidiaries to, directly or indirectly, consummate any an Asset Disposition Sale unless: (1) BZ Holdings the Company (or such Restricted Subsidiary Subsidiary, as the case may be) receives consideration at the time of such Asset Disposition Sale at least equal to the Fair Market Value (including as to the fair market value of all non-cash consideration) of the shares and assets subject to such Asset Disposition;or Equity Interests issued or sold or otherwise disposed of; and (2) at least 75% of the consideration thereof received therefor by BZ Holdings or such Restricted Subsidiary is in the form of cash or cash equivalents; and Company (3) an amount equal to 100% of the Net Available Cash from such Asset Disposition is applied by BZ Holdings or such Restricted Subsidiary, as the case may be) is in the form of cash or Cash Equivalents. For purposes of this provision, each of the following shall be deemed to be cash: (A) any liabilities of the Company or any Restricted Subsidiary (as shown on the most recent consolidated balance sheet of the Company and its Restricted Subsidiaries other than contingent liabilities and liabilities that are by their terms subordinated to the extent BZ Holdings Notes or any Subsidiary Guaranty) that are assumed by the transferee of any such assets pursuant to an agreement that releases the Company or any such Restricted Subsidiary, as the case may be, elects (or is required by the terms of any Indebtedness), Subsidiary from further liability with respect to prepay, repay, redeem or purchase Indebtedness under any Credit Agreement or Indebtedness (other than any Preferred Stock) of a Restricted Subsidiary that is not an Issuer or a Subsidiary Guarantor (in each case other than Indebtedness owed to BZ Holdings or an Affiliate of BZ Holdings) within one year from the later of the date of such Asset Disposition or the receipt of such Net Available Cashliabilities; (B) to any securities, notes or other obligations received by the extent BZ Holdings or such Restricted Subsidiary, as the case may be, elects, to acquire, make or improve Additional Assets within one year from the later of the date of such Asset Disposition or the receipt of such Net Available Cash; (C) to the extent of the balance of such Net Available Cash after application in accordance with clauses (A) and (B), to make an offer to the Holders of the Notes (and to holders of other Senior Indebtedness of Boise Paper Holdings designated by Boise Paper Holdings) to purchase Notes (and such other Senior Indebtedness of Boise Paper Holdings) pursuant to and subject to the conditions contained in this Indenture; and (D) to enter into binding commitments to take any of the actions described in clauses (A) and (B), and take such actions within one year of entering into such commitment; provided, however, that in connection with any prepayment, repayment or purchase of Indebtedness pursuant to clause (A) or (C) above, BZ Holdings or such Restricted Subsidiary shall permanently retire such Indebtedness and shall cause the related loan commitment (if any) to be permanently reduced in an amount equal to the principal amount so prepaid, repaid or purchased. Notwithstanding the foregoing provisions of this Section 4.06, BZ Holdings and the Restricted Subsidiaries will not be required to apply any Net Available Cash in accordance with this Section 4.06 except to the extent that the aggregate Net Available Cash from all Asset Dispositions which is not applied in accordance with this covenant exceeds $20.0 million. Pending application of Net Available Cash pursuant to this Section 4.06, such Net Available Cash shall be invested in Temporary Cash Investments or applied to temporarily reduce revolving credit Indebtedness. For the purposes of this Section 4.06(a), the following are deemed to be cash or cash equivalents: (1) the assumption or discharge of Indebtedness of BZ Holdings (other than obligations in respect of Disqualified Stock of BZ Holdings) Company or any Restricted Subsidiary (other than obligations in respect of Disqualified Stock or Preferred Stock of an Issuer or a Subsidiary Guarantor) and the release of BZ Holdings or such Restricted Subsidiary from all liability on such Indebtedness in connection with such Asset Disposition; (2) securities received by BZ Holdings or any Restricted Subsidiary from the transferee that are converted by BZ Holdings the Company or such Restricted Subsidiary into cash or Cash Equivalents within 180 days after such Asset Disposition, (to the extent of the cash or Cash Equivalents received in that conversion); (C) any stock or assets of the kind referred to in clause (2) or (4) of paragraph (b) of this Section 4.06; and (3D) any Designated Non-cash Consideration received by BZ Holdings the Company or any Restricted Subsidiary in an such Asset Disposition Sale having an aggregate Fair Market Valuefair market value, taken together with all other Designated Non-cash Consideration received pursuant to this clause (3D) (unless such Designated Non-cash Consideration has been converted into cash, which cash shall be treated after such conversion as Net Available Cash)that is at that time outstanding, not to exceed 7.5% of Consolidated Net Tangible Assets $15 million at the time of the receipt of such Designated Non-cash Consideration (Consideration, with the Fair Market Value fair market value of each item of Designated Non-cash Consideration being measured at the time received and without giving effect to subsequent changes in value). (b) In Within 365 days after the event receipt of any Net Proceeds from an Asset Disposition that requires Sale, the purchase of Notes Company or any such Restricted Subsidiary may apply such Net Proceeds, at its option: (and other 1) to repay or repurchase Senior Indebtedness of Boise Paper Holdingsthe Company or any Subsidiary Guarantor or any Indebtedness of any Restricted Subsidiary that is not a Subsidiary Guarantor; (2) pursuant to make an Investment in (provided such Investment is in the form of Capital Stock), or to acquire all or substantially all of the assets of, a Person engaged in a Permitted Business if such Person is, or will become as a result thereof, a Restricted Subsidiary; (3) to make a capital expenditure; or (4) to acquire long lived assets (other than securities) to be used in a Permitted Business. Pending the final application of any such Net Proceeds, the Company may temporarily reduce the revolving Indebtedness under the Senior Credit Facilities or otherwise invest such Net Proceeds in any manner that is not prohibited by this Indenture. (c) Any Net Proceeds from Asset Sales that are not applied or invested as provided in paragraph (b) or this Section 4.06 (a)(3)(C)will constitute "Excess Proceeds." When the aggregate amount of Excess Proceeds exceeds $10.0 million, the Issuers shall purchase Notes tendered pursuant Company will be required to make an offer by to purchase from all Holders (an "Asset Sale Offer") and, if applicable, redeem or purchase (or make an offer to do so) any other Senior Subordinated Indebtedness of the Issuers for Company, the provisions of which require the Company to redeem or purchase (or make an offer to do so) such Indebtedness with the proceeds from any Asset Sales, the maximum aggregate principal amount of Notes (and such other Senior IndebtednessSubordinated Indebtedness that may be purchased (on a pro rata basis) (with such Excess Proceeds. The offer price for the “Offer”) at a purchase price of Notes in any Asset Sale Offer will be equal to 100% of their principal amount (or, in the event such other Senior Indebtedness of Boise Paper Holdings was issued with original issue discount, 100% of the accreted value with respect thereto) without premium, plus accrued but and unpaid interest (or, in respect of such other Senior Indebtedness of Boise Paper Holdings, such lesser priceinterest, if any, to the date of purchase, and will be payable in cash and the redemption or purchase price for such other Senior Subordinated Indebtedness shall be as may be provided for by the terms of such Senior Indebtedness) in accordance with the procedures (including prorating in the event of oversubscription) set forth in Section 4.06(c)the related documentation governing such Indebtedness. If any Excess Proceeds remain after consummation of an Asset Sale Offer, the Company may use such Excess Proceeds for any purpose not prohibited by the Indenture. If the aggregate purchase price of the securities Notes and the other Senior Subordinated Indebtedness tendered into such Asset Sale Offer exceeds the Net Available Cash allotted to their purchaseamount of Excess Proceeds, the Issuers Company shall select the securities Notes to be purchased on a pro rata basis but in round denominations, which in the case of the Notes shall will be denominations of $1,000 2,000 initial principal amount (subject to the and multiples of $2,000 minimum denomination) or multiples thereof. If the aggregate purchase price of the securities purchased pursuant to such offer in accordance with this Section 4.06 is less than the Net Available Cash offered therefor, the Issuers may use any such excess Net Available Cash for general corporate purposes or any other purpose, in each case not prohibited by this Indenture. The Issuers shall not be required to make such an Offer to purchase Notes (and other Senior Indebtedness of Boise Paper Holdings) pursuant to this Section 4.06 if the Net Available Cash available therefor is less than $20.0 million (which lesser amount shall be carried forward for purposes of determining whether such an Offer is required with respect to the Net Available Cash from any subsequent Asset Disposition)1,000 thereafter. Upon completion of such an each Asset Sale Offer, Net Available Cash shall be deemed to be reduced by the aggregate amount of such Offer (regardless of the amount of Notes tendered in Excess Proceeds related to such Offer)Asset Sale Offer shall be reset at zero. (1) Promptly, and in any event within 10 days after the Issuers become Company becomes obligated to make an Asset Sale Offer, the Issuers Company shall deliver to the Trustee and send, by first-class mail to each Holder, a written notice stating that the Holder may elect to have his Notes purchased by the Issuers Company either in whole or in part (subject to prorating as described in paragraph (c) of this Section 4.06(b) 4.06 in the event the Asset Sale Offer is oversubscribed) in a minimum amount of $2,000 or in larger integral multiples of $1,000 of principal amount (subject to the $2,000 minimum denomination)amount, at the applicable purchase price. The notice shall specify a purchase date not less than 30 days nor more than 60 days after the date of such notice (the “"Purchase Date”") and shall contain such information concerning the business of BZ Holdings and the Restricted Subsidiaries Company which the Issuers Company in good faith believe believes will enable such Holders to make an informed decision (which at a minimum will include (A) the most recently filed Annual Report on Form 10-K (including audited consolidated financial statements) of the Company, the most recent subsequently filed Quarterly Report on Form 10-Q and any Current Report on Form 8-K of the Company filed subsequent to such Quarterly Report, other than Current Reports describing Asset Sales otherwise described in the offering materials (or corresponding successor reports), (B) a description of material developments in the Company's business subsequent to the date of the latest of such Reports, and (C) if material, appropriate pro forma financial information) and all instructions and materials necessary to tender Notes pursuant to the Asset Sale Offer, together with the information contained in clause (3). (2) Not later than the date upon which written notice of an Asset Sale Offer is delivered to the Trustee as provided belowabove, the Issuers Company shall deliver to the Trustee an Officers’ ' Certificate as to (A) the amount of the Asset Sale Offer (the “"Offer Amount”"), including information as to any other Senior Subordinated Indebtedness included in the Asset Sale Offer, (B) the allocation of the Net Available Cash from the Asset Dispositions Sale pursuant to which such Asset Sale Offer is being made and (C) the compliance of such allocation with the provisions of this Section 4.06(a) and (b)4.06. On such date, the Issuers Company shall also irrevocably deposit with the Trustee or with a Paying Agent (or, if an Issuer the Company is acting as its own Paying Agent, segregate and hold in trust) in Temporary Cash InvestmentsEquivalents, maturing on the last day prior to the Purchase Date or on the Purchase Date if funds are immediately available by open of business, an amount equal to the Offer Amount to be held for payment in accordance with the provisions of this Section. If the Asset Sale Offer includes other Senior Subordinated Indebtedness, the deposit described in the preceding sentence may be made with any other paying agent pursuant to arrangements satisfactory to the Trustee. Upon the expiration of the period for which the Asset Sale Offer remains open (the “"Offer Period”"), the Issuers Company shall deliver to the Trustee for cancellation the Notes or portions thereof which have been properly tendered to and are to be accepted by the IssuersCompany. The Trustee shall, on the Purchase Date, mail or deliver payment (or cause the delivery of payment) to each tendering Holder in the amount of the purchase price. In the event that the aggregate purchase price of the Notes delivered by the Issuers Company to the Trustee is less than the Offer Amount applicable to the Notes, the Trustee shall deliver the excess to the Issuers Company immediately after the expiration of the Offer Period for application in accordance with this Section 4.06. (3) Holders electing to have a Note purchased shall be required to surrender the Note, with an appropriate form duly completed, to the Issuers Company at the address specified in the notice at least three Business Days prior to the Purchase Date. Holders shall be entitled to withdraw their election if the Trustee or an Issuer the Company receives not later than one Business Day prior to the Purchase Date, a telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note which was delivered for purchase by the Holder and a statement that such Holder is withdrawing his election to have such Note purchased. Holders whose Notes are purchased only in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered. (4) At the time the Issuers deliver Company delivers Notes to the Trustee which are to be accepted for purchase, the Issuers Company shall also deliver an Officers’ ' Certificate stating that such Notes are to be accepted by the Issuers Company pursuant to and in accordance with the terms of this Section 4.06Section. A Note shall be deemed to have been accepted for purchase at the time the Trustee, directly or through an agent, mails or delivers payment therefor to the surrendering Holder. (de) The Issuers will Company shall comply, to the extent applicable, with the requirements of Section 14(e) of the Exchange Act and any other securities laws or regulations in connection with the repurchase of Notes pursuant to this Section 4.06. To the extent that the provisions of any securities laws or regulations conflict with provisions of this Section 4.06, the Issuers Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached their its obligations under this Section 4.06 by virtue of their its compliance with such securities laws or regulations.

Limitation on Sales of Assets and Subsidiary Stock. (a) BZ Holdings The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, consummate make any Asset Disposition unless: unless (1i) BZ Holdings the Company or such Restricted Subsidiary receives consideration at the time of such Asset Disposition at least equal to the Fair Market Value fair market value, as determined in 51 45 good faith by the Board of Directors (including as to the value of all non-cash consideration) ), of the shares and assets subject to such Asset Disposition; , (2ii) at least 75% of the consideration thereof received by BZ Holdings the Company or such Restricted Subsidiary is in the form of cash or cash equivalents; and Cash Equivalents and (3iii) an amount equal to 100% of the Net Available Cash from such Asset Disposition is applied by BZ Holdings the Company (or such Restricted Subsidiary, as the case may be: ) (A) first, to the extent BZ Holdings the Company or such any Restricted Subsidiary, as the case may be, elects (or is required by the terms of any Senior Indebtedness), to prepay, repay, redeem repay or purchase Senior Indebtedness under any Credit Agreement or Indebtedness (other than any Preferred Stock) of a Restricted Wholly-Owned Subsidiary that is not an Issuer or a Subsidiary Guarantor (in each case other than Indebtedness owed to BZ Holdings the Company or an Affiliate of BZ Holdingsthe Company) within one year 180 days from the later of the date of such Asset Disposition or the receipt of such Net Available Cash; ; (B) second, to the extent BZ Holdings or of the balance of such Restricted SubsidiaryNet Available Cash after application in accordance with clause (A), as at the case may be, elects, Company's election to acquire, make or improve the investment in Additional Assets within one year from the later of the date of such Asset Disposition or the receipt of such Net Available Cash; ; (C) third, to the extent of the balance of such Net Available Cash after application and in accordance with clauses (A) and (B), to make an offer to purchase (an "Offer") the Securities and other pari passu debt obligations subject to a similar covenant (collectively, the "pari passu debt obligations" at par plus accrued and unpaid interest, if any, thereon; and (D) fourth, to the extent of the balance of such Net Available Cash after application in accordance with clauses (A), (B) and (BC), to make an offer to the Holders of the Notes (and to holders of for other Senior Indebtedness of Boise Paper Holdings designated general corporate purposes not prohibited by Boise Paper Holdings) to purchase Notes (and such other Senior Indebtedness of Boise Paper Holdings) pursuant to and subject to the conditions contained in this Indenture; and (D) to enter into binding commitments to take any of the actions described in clauses (A) and (B), and take such actions within one year of entering into such commitment; provided, however, that that, in connection with any prepayment, repayment or purchase of Indebtedness pursuant to clause (A) or (C) above, BZ Holdings the Company or such Restricted Subsidiary shall permanently retire such Indebtedness and shall cause the related loan commitment (if any) to be permanently reduced in an amount equal to the principal amount so prepaid, repaid or purchased. Notwithstanding the foregoing provisions of this Section 4.06provisions, BZ Holdings the Company and the its Restricted Subsidiaries will shall not be required to apply any Net Available Cash in accordance with this Section 4.06 herewith except to the extent that the aggregate Net Available Cash from all Asset Dispositions which is are not applied in accordance with this covenant exceeds exceed $20.0 million. Pending application of Net Available Cash pursuant to this Section 4.06, such Net Available Cash shall be invested in Temporary Cash Investments or applied to temporarily reduce revolving credit Indebtedness. For the purposes of this Section 4.06(a), the following are deemed to be cash or cash equivalents: (1) the assumption or discharge of Indebtedness of BZ Holdings (other than obligations in respect of Disqualified Stock of BZ Holdings) or any Restricted Subsidiary (other than obligations in respect of Disqualified Stock or Preferred Stock of an Issuer or a Subsidiary Guarantor) and the release of BZ Holdings or such Restricted Subsidiary from all liability on such Indebtedness in connection with such Asset Disposition; (2) securities received by BZ Holdings or any Restricted Subsidiary from the transferee that are converted by BZ Holdings or such Restricted Subsidiary into cash within 180 days after such Asset Disposition, to the extent of the cash received in that conversion; and (3) any Designated Non-cash Consideration received by BZ Holdings or any Restricted Subsidiary in an Asset Disposition having an aggregate Fair Market Value, taken together with all other Designated Non-cash Consideration received pursuant to this clause (3) (unless such Designated Non-cash Consideration has been converted into cash, which cash shall be treated after such conversion as Net Available Cash), not to exceed 7.5% of Consolidated Net Tangible Assets at the time of the receipt of such Designated Non-cash Consideration (with the Fair Market Value of each item of Designated Non-cash Consideration being measured at the time received and without giving effect to subsequent changes in value). (b) In the event of an Asset Disposition that requires the purchase of Notes (and other Senior Indebtedness of Boise Paper Holdings) pursuant to Section 4.06 (a)(3)(C), the Issuers shall purchase Notes tendered pursuant to an offer by the Issuers for the Notes (and such other Senior Indebtedness) (the “Offer”) at a purchase price of 100% of their principal amount (or, in the event such other Senior Indebtedness of Boise Paper Holdings was issued with original issue discount, 100% of the accreted value with respect thereto) without premium, plus accrued but unpaid interest (or, in respect of such other Senior Indebtedness of Boise Paper Holdings, such lesser price, if any, as may be provided for by the terms of such Senior Indebtedness) in accordance with the procedures (including prorating in the event of oversubscription) set forth in Section 4.06(c). If the aggregate purchase price of the securities tendered exceeds the Net Available Cash allotted to their purchase, the Issuers shall select the securities to be purchased on a pro rata basis but in round denominations, which in the case of the Notes shall be denominations of $1,000 principal amount (subject to the $2,000 minimum denomination) or multiples thereof. If the aggregate purchase price of the securities purchased pursuant to such offer in accordance with this Section 4.06 is less than the Net Available Cash offered therefor, the Issuers may use any such excess Net Available Cash for general corporate purposes or any other purpose, in each case not prohibited by this Indenture500,000. The Issuers Company shall not be required to make such an Offer to purchase Notes (for the Securities and other Senior Indebtedness of Boise Paper Holdings) for the pari passu debt obligations pursuant to this Section 4.06 covenant if the Net Available Cash available therefor is (after application of the proceeds as provided in clauses (A) and (B)) are less than $20.0 5 million for any particular Asset Disposition (which lesser amount amounts shall be carried forward for purposes of determining whether such an Offer is required with respect to the Net Available Cash from any subsequent Asset Disposition). (b) If the aggregate principal amount (or accreted value, as applicable) of Securities and pari passu debt obligations validly tendered and not withdrawn in connection with an Offer pursuant to clause (C) above exceeds the funds available therefor ("Offer Proceeds"), the Offer Proceeds will be apportioned between the Securities and such pari passu debt obligations, with the portion of the Offer Proceeds payable in respect of the Securities equal to the lesser of (i) the Offer Proceeds amount multiplied by a fraction, the numerator of which is the outstanding principal amount of the Securities and the denominator of which is the sum of the outstanding principal amount of the Securities and the outstanding principal amount (or accreted value, as applicable) of the relevant pari passu debt obligations, and (ii) the aggregate principal amount of Securities validly tendered and not withdrawn. Upon completion 52 46 (c) For the purposes of such an Offerthis Section 3.7, Net Available Cash shall following will be deemed to be reduced cash: (x) the assumption by the aggregate amount transferee of such Offer (regardless Senior Indebtedness of the Company or Indebtedness of any Restricted Subsidiary of the Company and the release of the Company or such Restricted Subsidiary from all liability on such Senior Indebtedness or Indebtedness in connection with such Asset Disposition (in which case the Company shall, without further action, be deemed to have applied such assumed Indebtedness in accordance with clause (A) of the preceding paragraph) and (y) securities received by the Company or any Restricted Subsidiary of the Company from the transferee that are promptly converted by the Company or such Restricted Subsidiary into cash. (d) In the event of an Asset Disposition that requires the purchase of Securities pursuant to clause (a)(iii)(C) of this Section 3.7, the Company will be required to purchase Securities tendered pursuant to an Offer made by the Company for the Securities promptly, and in any event within 10 days after the Company is required to make an Offer, at a purchase price of 100% of their principal amount plus accrued and unpaid interest, if any, to the purchase date in accordance with the procedures (including prorating in the event of Notes oversubscription) set forth below. If the aggregate purchase price of the pari passu debt obligations tendered pursuant to the Offer is less than the Net Available Cash allotted to the purchase of the pari passu debt obligations, the Company will apply the remaining Net Available Cash in such Offer)accordance with clause (a)(iii)(D) above. (1) Promptly, and in any event within 10 days after the Issuers become obligated Company is required to make an Offer, the Issuers shall Company will deliver to the Trustee and send, by first-class mail to each Holder, a written notice stating that the Holder may elect to have his Notes Securities purchased by the Issuers Company either in whole or in part (subject to prorating as hereinafter described in Section 4.06(b) in the event the Offer is oversubscribed) in integral multiples of $1,000 of principal amount (subject to the $2,000 minimum denomination)amount, at the applicable purchase price. The notice shall specify a purchase date not less than 30 days nor more than 60 days after the date of such notice (the “"Purchase Date”) and shall contain such information concerning the business of BZ Holdings and the Restricted Subsidiaries which the Issuers in good faith believe will enable such Holders to make an informed decision and all instructions and materials necessary to tender Notes pursuant to the Offer, together with the information contained in clause (3"). (2) Not later than the date upon which such written notice of an Offer is delivered to the Trustee as provided belowand the Holders, the Issuers shall Company will deliver to the Trustee an Officers’ ' Certificate as to setting forth (Ai) the amount of the Offer (the “"Offer Amount”"), including information as to any other Senior Indebtedness included in the Offer, (Bii) the allocation of the Net Available Cash from the Asset Dispositions pursuant to as a result of which such Offer is being made and (Ciii) the compliance of such allocation with the provisions of Section 4.06(a) and (b3.7(a). On such date, the Issuers shall also irrevocably deposit with the Trustee or with a Paying Agent (or, if an Issuer is acting as its own Paying Agent, segregate and hold in trust) in Temporary Cash Investments, maturing on the last day prior to the Purchase Date or on the Purchase Date if funds are immediately available by open of business, an amount equal to the Offer Amount to be held for payment in accordance with the provisions of this Section. If the Offer includes other Senior Indebtedness, the deposit described in the preceding sentence may be made with any other paying agent pursuant to arrangements satisfactory to the Trustee. Upon the expiration of the period (the "Offer Period") for which the Offer remains open (the “Offer Period”)open, the Issuers Company shall deliver to the Trustee for cancellation the Notes Securities or portions thereof which have been properly tendered to and are to be accepted by the IssuersCompany. The Trustee shall, on the Purchase Date, mail or deliver payment (or cause the delivery of payment) to each tendering Holder in the amount of the purchase price. In the event that the aggregate purchase price of the Notes delivered Securities tendered by the Issuers such Holder to the Trustee is less than the Offer Amount applicable extent such funds are available to the Notes, the Trustee shall deliver the excess to the Issuers immediately after the expiration of the Offer Period for application in accordance with this Section 4.06Trustee. (3) Holders electing to have a Note Security purchased shall will be required to surrender the NoteSecurity, with an appropriate form duly completed, to the Issuers Company at the address specified in the notice at least three Business Days prior to the Purchase Dateexpiration of the Offer Period. Holders shall Each Holder will be entitled to withdraw their its election if the Trustee or an Issuer receives the Company receives, not later than one 53 47 Business Day prior to the Purchase Dateexpiration of the Offer Period, a facsimile transmission or letter overnight mail from such Holder setting forth the name of the such Holder, the principal amount of the Note Security or Securities which was were delivered for purchase by the such Holder and a statement that such Holder is withdrawing his election to have such Note Security or Securities purchased. If at the expiration of the Offer Period the aggregate principal amount of Securities surrendered by Holders exceeds the Offer Amount, the Company shall select the Securities to be purchased on a pro rata basis (with such adjustments as may be deemed appropriate by the Company so that only Securities in denominations of $1,000, or integral multiples thereof, shall be purchased). Holders whose Notes Securities are purchased only in part shall will be issued new Notes Securities equal in principal amount to the unpurchased portion of the Notes Securities surrendered. (4) At the time the Issuers deliver Notes to the Trustee which are to be accepted for purchase, the Issuers shall also deliver an Officers’ Certificate stating that such Notes are to be accepted by the Issuers pursuant to and in accordance with the terms of this Section 4.06. A Note shall be deemed to have been accepted for purchase at the time the Trustee, directly or through an agent, mails or delivers payment therefor to the surrendering Holder. (df) The Issuers Company will comply, to the extent applicable, with the requirements of Section 14(e) of the Exchange Act and any other securities laws or regulations in connection with the repurchase of Notes Securities pursuant to this Section 4.06Indenture. To the extent that the provisions of any securities laws or regulations conflict with provisions of this Section 4.063.7, the Issuers shall Company will comply with the applicable securities laws and regulations and shall will not be deemed to have breached their its obligations under this Section 4.06 Indenture by virtue of their compliance with such securities laws or regulationsthereof.

Limitation on Sales of Assets and Subsidiary Stock. (a) BZ Holdings The Company shall not, and shall not permit any of its Restricted Subsidiaries Subsidiary to, directly or indirectly, consummate any Asset Disposition unless: unless (1i) BZ Holdings the Company or such Restricted Subsidiary receives consideration at the time of such Asset Disposition at least equal to the Fair Market Value fair market value (including as to the value of all non-cash consideration) ), as determined in good faith by the Board of Directors, of the shares and assets subject to such Asset Disposition; (2) , and at least 75% of the consideration thereof received by BZ Holdings the Company or such Restricted Subsidiary is in the form of cash or cash equivalents; and equivalents and (3ii) an amount equal to 100% of the Net Available Cash from such Asset Disposition is applied by BZ Holdings the Company (or such Restricted Subsidiary, as the case may be: ) (A) first, to the extent BZ Holdings or such Restricted Subsidiary, as the case may be, Company elects in its sole discretion (or is required by the terms of any Indebtedness), to prepay, repay, redeem or purchase (and permanently reduce the commitments under) Indebtedness under any the New Credit Agreement or Indebtedness (other than any Preferred Stock) of a Restricted Subsidiary that is not an Issuer or a Subsidiary Guarantor (in each case other than Indebtedness owed otherwise secured by its assets subject to BZ Holdings or an Affiliate of BZ Holdings) such Asset Disposition within one year from the later of the date of such Asset Disposition or the receipt of such Net Available Cash; Cash (the "Receipt Date"); (B) second, to the extent BZ Holdings or of the balance of such Restricted Subsidiary, as the case may be, electsNet Available Cash after application in accordance with clause (A), to acquirethe extent the Company elects in its sole discretion, make or improve to acquire Additional Assets; provided, however, that the Company shall be required to commit such Net Available Cash to the acquisition of Additional Assets within one year from the later of the date of such Asset Disposition or the receipt Receipt Date and shall be required to consummate the acquisition of such Net Available Cash; Additional Assets within 18 months from the Receipt Date; (C) third, to the extent of the balance of such Net Available Cash after application in accordance with clauses (A) and (B), to make an offer pursuant to paragraph (b) below to the Holders of the Notes (and to holders of other Senior Indebtedness of Boise Paper Holdings designated by Boise Paper Holdings) to purchase Notes (and such other Senior Indebtedness of Boise Paper Holdings) pursuant to and subject to the conditions contained in this IndentureIndenture (an "Asset Sale Offer"); and and (D) fourth, to enter into binding commitments to take any the extent of the actions described balance of such Net Available Cash after application in accordance with clauses (A), (B) and (B), and take such actions within one year of entering into such commitment; provided, however, that in connection with any prepayment, repayment or purchase of Indebtedness pursuant to clause (A) or (C) above, BZ Holdings to any other application or such Restricted Subsidiary shall permanently retire such Indebtedness and shall cause the related loan commitment (if any) to be permanently reduced in an amount equal to the principal amount so prepaid, repaid or purchaseduse not prohibited by this Indenture. Notwithstanding the foregoing provisions of this Section 4.06paragraph, BZ Holdings the Company and the Restricted Subsidiaries will shall not be required to apply any the Net Available Cash in accordance with this Section 4.06 paragraph except to the extent that the aggregate Net Available Cash from all Asset Dispositions which is not applied in accordance with this covenant paragraph exceeds $20.0 5 million (at which time, the entire unutilized Net Available Cash, and not just the amount in excess of $5 million, shall be applied pursuant to this paragraph). Pending application of Net Available Cash pursuant to this Section 4.06covenant, such Net Available Cash shall be invested in Temporary Cash Investments or applied to temporarily reduce revolving credit IndebtednessPermitted Investments. For the purposes of this Section 4.06(a)covenant, the following are deemed to be cash or cash equivalents: : (1x) the express assumption or discharge of Indebtedness of BZ Holdings (other than obligations in respect of Disqualified Stock of BZ Holdings) the Company or any Restricted Subsidiary (other than obligations in respect of Disqualified Stock or Preferred Stock of an Issuer or a Subsidiary Guarantor) and the release of BZ Holdings the Company or such Restricted Subsidiary from all liability on such Indebtedness in connection with such Asset Disposition; , (2y) securities received by BZ Holdings the Company or any Restricted Subsidiary from the transferee that are converted by BZ Holdings the Company or such Restricted Subsidiary into cash within 180 90 days after such Asset Disposition, to of closing the extent of the cash received in that conversion; and transaction and (3z) any Designated Non-cash Consideration received by BZ Holdings or any Restricted Subsidiary in an Asset Disposition having an aggregate Fair Market Value, taken together with all other Designated Non-cash Consideration received pursuant to this clause (3) (unless such Designated Non-cash Consideration has been converted into cash, which cash shall be treated after such conversion as Net Available Cash), not to exceed 7.5% of Consolidated Net Tangible Assets at the time of the receipt of such Designated Non-cash Consideration (with the Fair Market Value of each item of Designated Non-cash Consideration being measured at the time received and without giving effect to subsequent changes in value)Temporary Cash Investments. (b) In the event Notice of an Asset Disposition Sale Offer shall be mailed by the Company not more than 20 Business Days after the obligation to make such Asset Sale Offer arises to the Holders of Notes at their last registered addresses with a copy to the Trustee and the Paying Agent. The Asset Sale Offer shall remain open from the time of mailing for at least 20 Business Days and until 5:00 p.m., New York City time, on the date fixed for Purchase of Notes validly tendered and not withdrawn, which date shall be not later than the 30th Business Day following the mailing of such Asset Sale Offer (the "Asset Sale Offer Purchase Date"). The notice, which shall govern the terms of the Asset Sale Offer, shall include such disclosures as are required by law and shall state: (i) that requires the Asset Sale Offer is being made pursuant to this Section 10.15 and that the Asset Sale Offer shall remain open for a period of 20 Business Days or such longer period as may be required by law; (ii) the purchase price (including the amount of Notes (and other Senior Indebtedness of Boise Paper Holdings) pursuant to Section 4.06 (a)(3)(C), the Issuers shall purchase Notes tendered pursuant to an offer by the Issuers for the Notes (and such other Senior Indebtedness) (the “Offer”) at a purchase price of 100% of their principal amount (or, in the event such other Senior Indebtedness of Boise Paper Holdings was issued with original issue discount, 100% of the accreted value with respect thereto) without premium, plus accrued but unpaid interest (or, in respect of such other Senior Indebtedness of Boise Paper Holdings, such lesser priceinterest, if any) for each Note, as may be provided the Asset Sale Offer Purchase Date and the date on which the Asset Sale Offer expires; (iii) that any Note not tendered for by the terms of such Senior Indebtedness) payment will continue to accrue interest in accordance with the procedures terms thereof; (including prorating iv) that, unless the Company shall default in the event of oversubscription) set forth in Section 4.06(c). If the aggregate purchase price of the securities tendered exceeds the Net Available Cash allotted to their purchase, the Issuers shall select the securities to be purchased on a pro rata basis but in round denominations, which in the case of the Notes shall be denominations of $1,000 principal amount (subject to the $2,000 minimum denomination) or multiples thereof. If the aggregate purchase price of the securities purchased pursuant to such offer in accordance with this Section 4.06 is less than the Net Available Cash offered therefor, the Issuers may use any such excess Net Available Cash for general corporate purposes or any other purpose, in each case not prohibited by this Indenture. The Issuers shall not be required to make such an Offer to purchase Notes (and other Senior Indebtedness of Boise Paper Holdings) pursuant to this Section 4.06 if the Net Available Cash available therefor is less than $20.0 million (which lesser amount shall be carried forward for purposes of determining whether such an Offer is required with respect to the Net Available Cash from any subsequent Asset Disposition). Upon completion of such an Offer, Net Available Cash shall be deemed to be reduced by the aggregate amount of such Offer (regardless of the amount of Notes tendered in such Offer). (1) Promptly, and in any event within 10 days after the Issuers become obligated to make an Offer, the Issuers shall deliver to the Trustee and send, by first-class mail to each Holder, a written notice stating that the Holder may elect to have his Notes purchased by the Issuers either in whole or in part (subject to prorating as described in Section 4.06(b) in the event the Offer is oversubscribed) in integral multiples of $1,000 of principal amount (subject to the $2,000 minimum denomination), at the applicable purchase price. The notice shall specify a purchase date not less than 30 days nor more than 60 days after the date of such notice (the “Purchase Date”) and shall contain such information concerning the business of BZ Holdings and the Restricted Subsidiaries which the Issuers in good faith believe will enable such Holders to make an informed decision and all instructions and materials necessary to tender Notes pursuant to the Offer, together with the information contained in clause (3). (2) Not later than the date upon which written notice of an Offer is delivered to the Trustee as provided below, the Issuers shall deliver to the Trustee an Officers’ Certificate as to (A) the amount of the Offer (the “Offer Amount”), including information as to any other Senior Indebtedness included in the Offer, (B) the allocation of the Net Available Cash from the Asset Dispositions pursuant to which such Offer is being made and (C) the compliance of such allocation with the provisions of Section 4.06(a) and (b). On such date, the Issuers shall also irrevocably deposit with the Trustee or with a Paying Agent (or, if an Issuer is acting as its own Paying Agent, segregate and hold in trust) in Temporary Cash Investments, maturing on the last day prior to the Purchase Date or on the Purchase Date if funds are immediately available by open of business, an amount equal to the Offer Amount to be held for payment in accordance with the provisions of this Section. If the Offer includes other Senior Indebtedness, the deposit described in the preceding sentence may be made with any other paying agent pursuant to arrangements satisfactory to the Trustee. Upon the expiration of the period for which the Offer remains open (the “Offer Period”), the Issuers shall deliver to the Trustee for cancellation the Notes or portions thereof which have been properly tendered to and are to be accepted by the Issuers. The Trustee shall, on the Purchase Date, mail or deliver payment (or cause the delivery of payment) to each tendering Holder in the amount of the purchase price. In the event that the aggregate purchase price of the Notes delivered by the Issuers , any Note accepted for payment pursuant to the Trustee is less than the Asset Sale Offer Amount applicable shall cease to the Notes, the Trustee shall deliver the excess to the Issuers immediately accrue interest after the expiration of the Asset Sale Offer Period for application in accordance with this Section 4.06.Purchase Date; (3v) that Holders electing to have a Note Notes purchased shall pursuant to an Asset Sale Offer will be required to surrender the Note, with an appropriate form duly completed, their Notes to the Issuers Paying Agent at the address specified in the notice at least three Business Days prior to 5:00 p.m., New York City time, on the Asset Sale Offer Purchase Date. Date and must complete any form letter of transmittal proposed by the Company and acceptable to the Trustee and the Paying Agent; (vi) that Holders shall of Notes will be entitled to withdraw their election if the Trustee or an Issuer receives Paying Agent receives, not later than one Business Day prior to 5:00 p.m., New York City time, on the Asset Sale Offer Purchase Date, a facsimile transmission or letter setting forth the name of the HolderHolders, the principal amount of Notes the Holders delivered for purchase, the Note which was delivered for purchase by the Holder certificate number (if any) and a statement that such Holder is withdrawing his election to have such Note Notes purchased. ; (vii) that Holders whose Notes are purchased only in part shall will be issued new Notes of like tenor equal in principal amount to the unpurchased portion of the Notes surrendered; (viii) the instructions that Holders must follow in order to tender their Notes; and (ix) information concerning the business of the Company, the most recent annual and quarterly reports of the Company filed with the Commission pursuant to the Exchange Act (or, if the Company is not required to file any such reports with the SEC, the comparable reports prepared pursuant to Section 10.09), a description of material developments in the Company's business, information with respect to pro forma historical financial information after giving effect to such Asset Sale and such other information concerning the circumstances and relevant facts regarding such Asset Sale and Asset Sale Offer as would, in the good faith judgment of the Company, be material to a Holder of Notes in connection with the decision of such Holder as to whether or not it should tender Notes pursuant to the Asset Sale Offer. On the Asset Sale Offer Purchase Date, the Company will (i) accept for payment Notes or portions thereof tendered pursuant to the Asset Sale Offer, (ii) deposit with the Paying Agent money, in immediately available funds, sufficient to pay the purchase price of all Notes or portions thereof so tendered and accepted and (iii) deliver to the Trustee the Notes so accepted together with an Officers' Certificate setting forth the Notes or portions thereof 61 -58- tendered to and accepted for payment by the Company. The Paying Agent will promptly mail or deliver to the Holders of Notes so accepted payment in an amount equal to the purchase price, and the Trustee shall promptly authenticate and mail or deliver to such Holders a new Note of like tenor equal in principal amount to any unpurchased portion of the Note surrendered. Any Notes not so accepted shall be promptly mailed or delivered by the Company to the Holder thereof. The Company will publicly announce the results of the Asset Sale Offer not later than the first Business Day following the Asset Sale Offer Purchase Date. (4) At the time the Issuers deliver Notes to the Trustee which are to be accepted for purchase, the Issuers shall also deliver an Officers’ Certificate stating that such Notes are to be accepted by the Issuers pursuant to and in accordance with the terms of this Section 4.06. A Note shall be deemed to have been accepted for purchase at the time the Trustee, directly or through an agent, mails or delivers payment therefor to the surrendering Holder. (dc) The Issuers will Company shall comply, to the extent applicable, with the requirements of Section 14(e) of the Exchange Act and any other securities laws or regulations in connection with the repurchase of Notes pursuant to this Section 4.06covenant. To the extent that the provisions of any securities laws or regulations conflict with provisions of this Section 4.06covenant, the Issuers Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached their its obligations under this Section 4.06 clause by virtue of their compliance with such securities laws or regulationsthereof.

Limitation on Sales of Assets and Subsidiary Stock. (a) BZ Holdings Subject to Section 4.13, the Company shall not, and shall not permit any of its Restricted Subsidiaries Subsidiary to, directly or indirectly, consummate any Asset Disposition unless: (1) BZ Holdings The Company or such Restricted Subsidiary receives consideration at the time of such Asset Disposition at least equal to the Fair Market Value fair market value (including as to the value of all non-cash consideration) ), as determined in good faith by the Company, or in the case of an Asset Disposition in excess of $10 million, by the Board of Directors of the Company, of the shares and assets subject to such Asset Disposition; (2) at least 75% of the consideration thereof received by BZ Holdings the Company or such Restricted Subsidiary is in the form of cash or cash equivalents; and (3) an amount equal to 100% of the Net Available Cash from such Asset Disposition is applied by BZ Holdings the Company (or such Restricted Subsidiary, as the case may be) pursuant to one or more of the following: (A) to the extent BZ Holdings or such Restricted Subsidiary, as the case may be, Company elects (or is required by the terms of any Indebtedness), to prepay, repay, redeem or purchase Senior Indebtedness under any Credit Agreement of the Company (including cash collateralization of letters of credit and similar credit transactions constituting Senior Indebtedness) or Indebtedness (other than any Preferred Disqualified Stock) of a Restricted Subsidiary (or, in the case of a revolving credit facility, effect a permanent reduction in availability thereunder regardless of the fact that is not an Issuer or a Subsidiary Guarantor no prepayment may be required) (in each case other than Indebtedness owed to BZ Holdings the Company or an Affiliate a Subsidiary of BZ Holdingsthe Company) or repay Indebtedness secured by such asset within one year from the later of the date of such Asset Disposition or the receipt of such Net Available Cash; (B) to the extent BZ Holdings or of the balance of such Restricted SubsidiaryNet Available Cash after application (if any) in accordance with clause (A), as to the case may be, extent the Company elects, to acquire, make or improve acquire Additional Assets within one year from the later of the date of such Asset Disposition or the receipt of such Net Available Cash;; and (C) to the extent of the balance of such Net Available Cash after application in accordance with clauses (A) and (B), to make an offer to the Holders holders of the Notes Securities (and to holders of other Senior Subordinated Indebtedness of Boise Paper Holdings the Company designated by Boise Paper Holdingsthe Company) to purchase Notes Securities at 100% of their principal amount thereof (and such other Senior Subordinated Indebtedness of Boise Paper Holdingsthe Company) pursuant to and subject to the conditions contained in this Indenture; and (D) to enter into binding commitments to take any of the actions described in clauses (A) and (BSection 4.06(b), and take such actions within one year of entering into such commitment; provided, however, that in connection with any prepayment, repayment or purchase of Indebtedness pursuant to clause (A) or (C) above, BZ Holdings the Company or such Restricted Subsidiary shall permanently retire such Indebtedness and shall cause the related loan commitment (if any) to be permanently reduced in an amount equal to the principal amount so prepaid, repaid or purchased. Notwithstanding the foregoing provisions of this Section 4.06, BZ Holdings the Company and the its Restricted Subsidiaries will not be required to apply any Net Available Cash in accordance with this Section 4.06 (a) except to the extent that the aggregate Net Available Cash from all Asset Dispositions which is not applied in accordance with this covenant Section 4.06 (a) exceeds $20.0 10.0 million. Pending application of Net Available Cash pursuant to this Section 4.064.06 (a), such Net Available Cash shall may be invested in Temporary Cash Investments or a manner not prohibited by this Indenture and/or applied to temporarily reduce revolving credit Indebtednessindebtedness. For the purposes of this Section 4.06(a4.06(a)(2), any of the following are deemed to be cash or cash equivalents: (1) the assumption or discharge of Indebtedness of BZ Holdings (other than obligations in respect of Disqualified Stock of BZ Holdings) the Company or any Restricted Subsidiary (other than obligations in respect of Disqualified Stock or Preferred Stock of an Issuer or a Subsidiary Guarantor) and the release of BZ Holdings the Company or such Restricted Subsidiary from all liability on such Indebtedness in connection with such Asset Disposition; (2) securities securities, notes or other obligations received by BZ Holdings the Company or any Restricted Subsidiary from the transferee that are converted by BZ Holdings the Company or such Restricted Subsidiary into cash within 180 90 days after the date of such Asset Disposition, Disposition (to the extent of the cash received in that conversionreceived); and (3) any Designated Non-cash Consideration received Additional Assets (so long as such Additional Assets are acquired for fair market value in connection with the transaction giving rise to such Asset Disposition, as determined in good faith by BZ Holdings or any Restricted Subsidiary in an Asset Disposition having an aggregate Fair Market Value, taken together with all other Designated Non-cash Consideration received pursuant to this clause (3) (unless such Designated Non-cash Consideration has been converted into cash, which cash shall be treated after such conversion as Net Available Cash), not to exceed 7.5% the Board of Consolidated Net Tangible Assets at the time Directors of the receipt of Company or such Designated Non-cash Consideration (with the Fair Market Value of each item of Designated Non-cash Consideration being measured at the time received and without giving effect to subsequent changes in valueRestricted Subsidiary, as applicable). (b) In the event of an Asset Disposition that requires the purchase of Notes Securities (and other Senior Subordinated Indebtedness of Boise Paper Holdingsthe Company) pursuant to Section 4.06 (a)(3)(C), the Issuers Company shall purchase Notes Securities tendered pursuant to an offer by the Issuers Company for the Notes Securities (and such other Senior Subordinated Indebtedness) (the “Offer”) at a purchase price of 100% of their principal amount (or, in the event such other Senior Subordinated Indebtedness of Boise Paper Holdings the Company was issued with significant original issue discount, 100% of the accreted value with respect theretothereof) without premium, plus accrued but unpaid interest (or, in respect of such other Senior Subordinated Indebtedness of Boise Paper Holdingsthe Company, such lesser price, if any, as may be provided for by the terms of such Senior Subordinated Indebtedness) in accordance with the procedures (including prorating in the event of oversubscription) set forth in Section 4.06(c)this Indenture. If the aggregate purchase price of the securities tendered exceeds the Net Available Cash allotted to their purchase, the Issuers Company shall select the securities to be purchased on a pro rata basis but in round denominations, which in the case of the Notes Securities shall be denominations of $1,000 principal amount (subject to the $2,000 minimum denomination) or multiples thereof. If the aggregate purchase price of the securities purchased pursuant to such offer in accordance with this Section 4.06 is less than the Net Available Cash offered therefor, the Issuers may use any such excess Net Available Cash for general corporate purposes or any other purpose, in each case not prohibited by this Indenture. The Issuers Company shall not be required to make such an Offer offer to purchase Notes Securities (and other Senior Subordinated Indebtedness of Boise Paper Holdingsthe Company) pursuant to this Section 4.06 if the Net Available Cash available therefor is less than $20.0 10.0 million (which lesser amount shall be carried forward for purposes of determining whether such an Offer offer is required with respect to the Net Available Cash from any subsequent Asset Disposition). Upon completion of such an Offereach offer to purchase Securities pursuant to this Section 4.06, the amount of Net Available Cash shall will be deemed reset to be reduced by the aggregate amount of such Offer (regardless of the amount of Notes tendered in such Offer)zero. (1c) Promptly, and in any event within 10 days after the Issuers become obligated to make an Offer, the Issuers shall deliver to the Trustee and send, by first-class mail to each Holder, a written notice stating that the Holder may elect to have his Notes purchased by the Issuers either in whole or in part (subject to prorating as described in Section 4.06(b) in the event the Offer is oversubscribed) in integral multiples of $1,000 of principal amount (subject to the $2,000 minimum denomination), at the applicable purchase price. The notice shall specify a purchase date not less than 30 days nor more than 60 days after the date of such notice (the “Purchase Date”) and shall contain such information concerning the business of BZ Holdings and the Restricted Subsidiaries which the Issuers in good faith believe Company will enable such Holders to make an informed decision and all instructions and materials necessary to tender Notes pursuant to the Offer, together comply with the information contained in clause (3). (2) Not later than the date upon which written notice of an Offer is delivered to the Trustee as provided below, the Issuers shall deliver to the Trustee an Officers’ Certificate as to (A) the amount of the Offer (the “Offer Amount”), including information as to any other Senior Indebtedness included in the Offer, (B) the allocation of the Net Available Cash from the Asset Dispositions pursuant to which such Offer is being made and (C) the compliance of such allocation with the provisions requirements of Section 4.06(a) and (b). On such date, the Issuers shall also irrevocably deposit with the Trustee or with a Paying Agent (or, if an Issuer is acting as its own Paying Agent, segregate and hold in trust) in Temporary Cash Investments, maturing on the last day prior to the Purchase Date or on the Purchase Date if funds are immediately available by open of business, an amount equal to the Offer Amount to be held for payment in accordance with the provisions of this Section. If the Offer includes other Senior Indebtedness, the deposit described in the preceding sentence may be made with any other paying agent pursuant to arrangements satisfactory to the Trustee. Upon the expiration of the period for which the Offer remains open (the “Offer Period”), the Issuers shall deliver to the Trustee for cancellation the Notes or portions thereof which have been properly tendered to and are to be accepted by the Issuers. The Trustee shall, on the Purchase Date, mail or deliver payment (or cause the delivery of payment) to each tendering Holder in the amount of the purchase price. In the event that the aggregate purchase price of the Notes delivered by the Issuers to the Trustee is less than the Offer Amount applicable to the Notes, the Trustee shall deliver the excess to the Issuers immediately after the expiration of the Offer Period for application in accordance with this Section 4.06. (3) Holders electing to have a Note purchased shall be required to surrender the Note, with an appropriate form duly completed, to the Issuers at the address specified in the notice at least three Business Days prior to the Purchase Date. Holders shall be entitled to withdraw their election if the Trustee or an Issuer receives not later than one Business Day prior to the Purchase Date, a facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note which was delivered for purchase by the Holder and a statement that such Holder is withdrawing his election to have such Note purchased. Holders whose Notes are purchased only in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered. (4) At the time the Issuers deliver Notes to the Trustee which are to be accepted for purchase, the Issuers shall also deliver an Officers’ Certificate stating that such Notes are to be accepted by the Issuers pursuant to and in accordance with the terms of this Section 4.06. A Note shall be deemed to have been accepted for purchase at the time the Trustee, directly or through an agent, mails or delivers payment therefor to the surrendering Holder. (d) The Issuers will comply3.03 and, to the extent applicable, with the requirements of Section 14(e) of the Exchange Act and any other securities laws or regulations in connection with the repurchase of Notes Securities pursuant to this Section 4.06. To the extent that the provisions of any securities laws or regulations conflict with provisions of this Section 4.06, the Issuers Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached their its obligations under this Section 4.06 by virtue of their its compliance with such securities laws or regulations.

Limitation on Sales of Assets and Subsidiary Stock. (a) BZ Holdings The Company shall not, and shall not permit any of its Restricted Subsidiaries Subsidiary to, directly or indirectly, consummate any Asset Disposition unless: unless (1i) BZ Holdings the Company or such Restricted Subsidiary receives consideration at the time of such Asset Disposition at least equal to the Fair Market Value fair market value (including as to the value of all non-cash consideration) ), as determined in good faith by the Board of Directors, of the shares and assets subject to such Asset Disposition; (2) Disposition and at least 7585% of the consideration thereof received by BZ Holdings the Company or such Restricted Subsidiary is in the form of cash or cash equivalents; and (3) an amount equal to 100% of the Net Available Cash from such Asset Disposition is applied by BZ Holdings or such Restricted Subsidiary, as the case may be: (A) to the extent BZ Holdings or such Restricted Subsidiary, as the case may be, elects (or is required by the terms of any Indebtedness), to prepay, repay, redeem or purchase Indebtedness under any Credit Agreement or Indebtedness (other than any Preferred Stock) in the case of a Restricted Subsidiary that Permitted Asset Disposition) is not an Issuer or a Subsidiary Guarantor (in each case other than Indebtedness owed to BZ Holdings or an Affiliate of BZ Holdings) within one year from the later of the date of such Asset Disposition or the receipt of such Net Available Cash;the (Ba) to the extent BZ Holdings or such Restricted Subsidiary, as the case may be, elects, to acquire, make or improve Additional Assets within one year from the later of the date of such Asset Disposition or the receipt of such Net Available Cash; (C) to the extent of the balance of such Net Available Cash after application in accordance with clauses (A) and (B), to make an offer to the Holders of the Notes (and to holders of other Senior Indebtedness of Boise Paper Holdings designated by Boise Paper Holdings) to purchase Notes (and such other Senior Indebtedness of Boise Paper Holdings) pursuant to and subject to the conditions contained in this Indenture; and (D) to enter into binding commitments to take any of the actions described in clauses (A) and (B), and take such actions within one year of entering into such commitment; provided, however, that in connection with any prepayment, repayment or purchase of Indebtedness pursuant to clause (A) or (C) above, BZ Holdings or such Restricted Subsidiary shall permanently retire such Indebtedness and shall cause the related loan commitment (if any) to be permanently reduced in an amount equal to the principal amount so prepaid, repaid or purchased. Notwithstanding the foregoing provisions of this Section 4.06, BZ Holdings and the Restricted Subsidiaries will not be required to apply any Net Available Cash in accordance with this Section 4.06 except to the extent that the aggregate Net Available Cash from all Asset Dispositions which is are not applied in accordance with this covenant Section 4.07(a) exceeds $20.0 5.0 million. Pending application of Net Available Cash pursuant to this Section 4.064.07(a), such Net Available Cash shall be invested in Temporary Cash Investments or applied to temporarily reduce revolving credit IndebtednessPermitted Investments. For the purposes of this Section 4.06(a4.07(a), the following are deemed to be cash or cash equivalents: : (1x) the assumption or discharge of Indebtedness of BZ Holdings (other than obligations in respect of Disqualified Stock of BZ Holdings) the Company or any Restricted Subsidiary (other than obligations in respect of Disqualified Stock or Preferred Stock of an Issuer or a Subsidiary Guarantor) and the release of BZ Holdings the Company or such Restricted Subsidiary from all liability on such Indebtedness in connection with such Asset Disposition; Disposition and (2y) securities received by BZ Holdings the Company or any Restricted Subsidiary from the transferee that are promptly converted by BZ Holdings the Company or such Restricted Subsidiary into cash within 180 days after such Asset Disposition, to the extent of the cash received in that conversion; and (3) any Designated Non-cash Consideration received by BZ Holdings or any Restricted Subsidiary in an Asset Disposition having an aggregate Fair Market Value, taken together with all other Designated Non-cash Consideration received pursuant to this clause (3) (unless such Designated Non-cash Consideration has been converted into cash, which cash shall be treated after such conversion as Net Available Cash), not to exceed 7.5% of Consolidated Net Tangible Assets at the time of the receipt of such Designated Non-cash Consideration (with the Fair Market Value of each item of Designated Non-cash Consideration being measured at the time received and without giving effect to subsequent changes in value). (b) In the event of an Asset Disposition that requires the purchase of Notes (and other Senior Indebtedness of Boise Paper Holdings) the Securities pursuant to Section 4.06 (a)(3)(C)4.07(a)(ii)(C) above, the Issuers shall Company will be required to purchase Notes Securities tendered pursuant to an offer by the Issuers Company for the Notes (and such other Senior Indebtedness) Securities (the “"Offer”") at a purchase price of 100% of their principal amount (or, in the event such other Senior Indebtedness of Boise Paper Holdings was issued with original issue discount, 100% of the accreted value with respect thereto) without premium, ) plus accrued but unpaid interest (or, in respect of such other Senior Indebtedness of Boise Paper Holdings, such lesser price, if any, as may be provided for by the terms of such Senior Indebtedness) in accordance with the procedures (including prorating in the event of oversubscription) set forth in Section 4.06(c4.07(c). If the aggregate purchase price of the securities Securities tendered exceeds the Net Available Cash allotted to their purchase, the Issuers shall select the securities to be purchased on a pro rata basis but in round denominations, which in the case of the Notes shall be denominations of $1,000 principal amount (subject to the $2,000 minimum denomination) or multiples thereof. If the aggregate purchase price of the securities purchased pursuant to such offer in accordance with this Section 4.06 is less than the Net Available Cash offered thereforallotted to the purchase thereof, the Issuers may use any such excess Company will be required to apply the remaining Net Available Cash for general corporate purposes or any other purpose, in each case not prohibited by this Indentureaccordance with Section 4.07 (a)(ii)(D) above. The Issuers Company shall not be required to make such an Offer offer to purchase Notes (and other Senior Indebtedness of Boise Paper Holdings) Securities pursuant to this Section 4.06 covenant if the Net Available Cash available therefor is less than $20.0 5.0 million (which lesser amount shall be carried forward for purposes of determining whether such an Offer offer is required with respect to the Net Available Cash from any subsequent Asset Disposition). Upon completion of such an Offer, Net Available Cash shall be deemed to be reduced by the aggregate amount of such Offer (regardless of the amount of Notes tendered in such Offer). (1) Promptly, and in any event within 10 days after the Issuers become Company becomes obligated to make an Offer, the Issuers Company shall be obligated to deliver to the Trustee and send, by first-class mail to each Holder, a written notice stating that the Holder may elect to have his Notes Securities purchased by the Issuers Company either in whole or in part (subject to prorating as hereinafter described in Section 4.06(b) in the event the Offer is oversubscribed) in integral multiples of $1,000 of principal amount (subject to the $2,000 minimum denomination)amount, at the applicable purchase price. The notice shall specify a purchase date not less than 30 days nor more than 60 days after the date of such notice (the “"Purchase Date”") and shall contain such information concerning the business of BZ Holdings and the Restricted Subsidiaries which Company as the Issuers Company in good faith believe believes will enable such Holders to make an informed decision (which at a minimum will include (i) the most recently filed Annual Report on Form 10-K (including audited consolidated financial statements) of the Company, the most recent subsequently filed Quarterly Report on Form 10-Q and any Current Report on Form 8-K of the Company filed subsequent to such Quarterly Report, other than Current Reports describing Asset Dispositions otherwise described in the offering materials (or corresponding successor reports), (ii) a description of material developments in the Company's business subsequent to the date of the latest of such Reports, and (iii) if material, appropriate pro forma financial information) and all instructions and materials necessary to tender Notes Securities pursuant to the Offer, together with the information contained in clause (3). (2) Not later than the date upon which written notice of an Offer is delivered to the Trustee as provided belowin clause (1) of this Section 4.07(c), the Issuers Company shall deliver to the Trustee an Officers’ ' Certificate as to (Ai) the amount of the Offer (the “"Offer Amount”"), including information as to any other Senior Indebtedness included in the Offer, (Bii) the allocation of the Net Available Cash from the Asset Dispositions pursuant to which such Offer is being made and (Ciii) the compliance of such allocation with the provisions of Section 4.06(a) and (b4.07(a). On such date, the Issuers Company shall also irrevocably deposit with the Trustee or with a Paying Agent paying agent (or, if an Issuer the Company is acting as its own Paying Agentpaying agent, segregate and hold in trust) in Temporary Cash Investments, maturing on the last day prior to the Purchase Date or on the Purchase Date if funds are immediately available by open of business, an amount equal to the Offer Amount to be held for payment in accordance with the provisions of this Section. If the Offer includes other Senior Indebtedness, the deposit described in the preceding sentence may be made with any other paying agent pursuant to arrangements satisfactory to the Trustee. Upon the expiration of the period for which the Offer remains open (the “"Offer Period”"), the Issuers Company shall deliver to the Trustee for cancellation the Notes Securities or portions thereof which have been properly tendered to and are to be accepted by the IssuersCompany. The Trustee shall, on the Purchase Date, mail or deliver payment (or cause the delivery of payment) to each tendering Holder in the amount of the purchase price. In the event that the aggregate purchase price of the Notes Securities delivered by the Issuers Company to the Trustee is less than the Offer Amount applicable to the NotesSecurities, the Trustee shall deliver the excess to the Issuers Company immediately after the expiration of the Offer Period for application in accordance with this Section 4.06Section. (3) Holders electing to have a Note Security purchased shall be required to surrender the NoteSecurity, with an appropriate form duly completed, to the Issuers Company at the address specified in the notice at least three Business Days prior to the Purchase Date. Holders shall be entitled to withdraw their election if the Trustee or an Issuer the Company receives not later than one Business Day prior to the Purchase Date, a telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note Security which was delivered for purchase by the Holder and a statement that such Holder is withdrawing his election to have such Note Security purchased. If at the expiration of the Offer Period the aggregate principal amount of Securities surrendered by holders thereof exceeds the Offer Amount, the Company shall select the Securities to be purchased on a pro rata basis (with such adjustments as may be deemed appropriate by the Company so that only Securities in denominations of $1,000, or integral multiples thereof, shall be purchased). Holders whose Notes Securities are purchased only in part shall be issued new Notes Securities equal in principal amount to the unpurchased portion of the Notes Securities surrendered. (4) At the time the Issuers deliver Notes Company delivers Securities to the Trustee which are to be accepted for purchase, the Issuers Company shall also deliver an Officers’ ' Certificate stating that such Notes Securities are to be accepted by the Issuers Company pursuant to and in accordance with the terms of this Section 4.06Section. A Note Security shall be deemed to have been accepted for purchase at the time the Trustee, directly or through an agent, mails or delivers payment therefor to the surrendering Holder. (d) The Issuers will Company shall comply, to the extent applicable, with the requirements of Section 14(e) of the Exchange Act and any other securities laws or regulations in connection with the repurchase of Notes Securities pursuant to this Section 4.06Section. To the extent that the provisions of any securities laws or regulations conflict with provisions of this Section 4.06Section, the Issuers Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached their its obligations under this Section 4.06 by virtue of their compliance with such securities laws or regulationsthereof.

Limitation on Sales of Assets and Subsidiary Stock. (a) BZ Holdings shall The Issuer will not, and shall will not permit any of its the Restricted Subsidiaries to, directly or indirectly, consummate make any Asset Disposition unless: (1) BZ Holdings the Issuer or such Restricted Subsidiary Subsidiary, as the case may be, receives consideration at the time (including by way of such Asset Disposition relief from, or by any other person assuming responsibility for, any liabilities, contingent or otherwise) at least equal to the Fair Market Value fair market value (including such fair market value to be determined on the date of contractually agreeing to such Asset Disposition), as to determined in good faith by the value of all non-cash consideration) Issuer, of the shares and assets subject to such Asset DispositionDisposition (including, for the avoidance of doubt, if such Asset Disposition is a Permitted Asset Swap); (2) in any such Asset Disposition, or series of related Asset Dispositions, with a purchase price in excess of the greater of (x) €32.25 million and (y) an amount equal to 15% of LTM EBITDA, except in the case of a Permitted Asset Swap, at least 75% of the consideration thereof for such Asset Disposition, together with all other Asset Dispositions since the Issue Date (on a cumulative basis), received by BZ Holdings the Issuer or such Restricted Subsidiary Subsidiary, as the case may be, is in the form of cash Cash Equivalent Investments; and provided that the amount of: (A) the greater of the principal amount and the carrying value of any liabilities (as reflected on the Issuer’s or cash equivalentssuch Restricted Subsidiary’s most recent consolidated balance sheet or in the footnotes thereto or, if Incurred or increased subsequent to the date of such balance sheet, such liabilities that would have been reflected on the Issuer’s or such Restricted Subsidiary’s consolidated balance sheet or in the footnotes thereto if such incurrence or increase had taken place on or prior to the date of such balance sheet, as determined by the Issuer) of the Issuer or such Restricted Subsidiary, other than liabilities that are by their terms subordinated to the Notes, that are (1) assumed by the transferee of any such assets (or a third party in connection with such transfer) pursuant to a written agreement which releases or indemnifies the Issuer or such Restricted Subsidiary from such liabilities or (2) otherwise cancelled or terminated in connection with the transaction; (B) any securities, notes or other obligations or assets received by the Issuer or such Restricted Subsidiary from such transferee that are converted or reasonably expected by the Issuer acting in good faith to be converted by Issuer or such Restricted Subsidiary into Cash Equivalent Investments (to the extent of the Cash Equivalent Investments received or expected to be received) or by their terms are required to be satisfied for Cash Equivalent Investments within 180 days following the closing of such Asset Disposition; and (C) any Designated Non-Cash Consideration received by the Issuer or such Restricted Subsidiary in such Asset Disposition having an aggregate fair market value, taken together with all other Designated Non-Cash Consideration received pursuant to this Section 4.09(a)(2)(C) that is at that time outstanding, not to exceed the greater of (x) €53.75 million and (y) an amount equal to 25% of LTM EBITDA at the time of the receipt of such Designated Non-Cash Consideration (or, at the Issuer’s option, at the time of contractually agreeing to such Asset Disposition), with the fair market value of each item of Designated Non-Cash Consideration being measured at the time received and without giving effect to subsequent changes in value, shall each be deemed to be Cash Equivalent Investments for purposes of this provision and for no other purpose; and (3) an amount equal to 100% of the Net Available Cash from such Asset Disposition is applied by BZ Holdings or such Restricted Subsidiaryapplied, as the case may be: (A) to the extent BZ Holdings the Issuer or such any Restricted Subsidiary, as the case may be, elects (or is required by the terms of any Indebtedness), at its sole discretion): (A) to prepay, repayrepay or purchase: (i) any Senior Indebtedness; and/or (ii) any other Permitted Debt (provided that such application would comply with Section 4.06), redeem or purchase Indebtedness under any Credit Agreement or Indebtedness (other than any Preferred Stock) of a Restricted Subsidiary that is not an Issuer or a Subsidiary Guarantor (in each case case, other than Indebtedness owed to BZ Holdings the Issuer or any Restricted Subsidiary); (B) to invest in or commit to invest in Additional Assets (including by means of an Affiliate investment in Additional Assets by a Restricted Subsidiary equal to the amount of BZ HoldingsNet Available Cash received by the Issuer or another Restricted Subsidiary); and/or (C) to make any Restricted Payment or Permitted Payment permitted to be made under Section 4.06 or any Permitted Investment, in each case, within one year 635 days from the later of (1) the date of such Asset Disposition or and (2) the receipt of such Net Available Cash;; provided that: (Bi) to the extent BZ Holdings or such Restricted Subsidiary, as the case may be, elects, to acquire, make or improve Additional Assets within one year from the later of the date of such Asset Disposition or the receipt of such Net Available Cash; (C) to the extent of the balance of such Net Available Cash after application in accordance with clauses (A) and (B), to make an offer to the Holders of the Notes (and to holders of other Senior Indebtedness of Boise Paper Holdings designated by Boise Paper Holdings) to purchase Notes (and such other Senior Indebtedness of Boise Paper Holdings) pursuant to and subject to the conditions contained in this Indenture; and (D) to enter into binding commitments to take any of the actions described in clauses (A) and (B), and take such actions within one year of entering into such commitment; provided, however, that in connection with any prepayment, repayment or purchase of Indebtedness pursuant to clause (A) or (C) aboveSection 4.09(a)(3)(A), BZ Holdings the Issuer or such Restricted Subsidiary shall permanently will retire such Indebtedness and shall will cause the related loan commitment (if any) (other than in the case of any asset-based credit facility (including the ABL Facility) or any revolving credit facility (including a Revolving Facility)) to be permanently reduced in an amount equal to the principal amount so prepaid, repaid or purchased; (ii) a binding commitment or letter of intent entered into not later than such 635th day shall be treated as a permitted application of the Net Available Cash from the date of such commitment or letter of intent so long as the Issuer, or such Restricted Subsidiary, enters into such commitment or letter of intent with the good faith expectation that such Net Available Cash will be applied to satisfy such commitment or letter of intent within the later of such 635th day and 180 days of such commitment or letter of intent (an “Acceptable Commitment”) or, in the event any Acceptable Commitment is later cancelled or terminated for any reason before the Net Available Cash is applied in connection therewith, the Issuer or such Restricted Subsidiary enters into another Acceptable Commitment (a “Second Commitment”) within 180 days of such cancellation or termination; provided further that if any Second Commitment is later cancelled or terminated for any reason before such Net Available Cash is applied, then such Net Available Cash shall constitute Excess Proceeds; and (iii) pending the final application of the amount of any such Net Available Cash in accordance with Section 4.09(a)(3)(A) to Section 4.09(a)(3)(C) or otherwise in accordance with this Section 4.09, the Issuer and the Restricted Subsidiaries may temporarily reduce Indebtedness or otherwise use such Net Available Cash in any manner not prohibited by this Indenture. (b) The following amount of Net Available Cash from Asset Dispositions that is not applied or invested or committed to be applied or invested as provided in Section 4.09(a) will be deemed to constitute “Excess Proceeds” under this Indenture: (1) if the Senior Secured Net Leverage Ratio as at the Applicable Test Date in respect of the relevant Asset Disposition exceeds 4.65:1.00 on a pro forma basis, 100% of the Net Available Cash from such Asset Disposition; or (2) if the Senior Secured Net Leverage Ratio as at the Applicable Test Date in respect of the relevant Asset Disposition exceeds 4.40:1.00 but does not exceed 4.65:1.00 on a pro forma basis, 50% of the Net Available Cash from such Asset Disposition; or (3) if the Senior Secured Net Leverage Ratio as at the Applicable Test Date in respect of the relevant Asset Disposition does not exceed 4.40:1.00 on a pro forma basis, 0% of the Net Available Cash from such Asset Disposition; provided that: (A) to the extent the Issuer or any Restricted Subsidiary has elected to prepay, repay or purchase any amount of Notes or other Pari Passu Indebtedness at a price of no less than 100% of the principal amount thereof, to the extent the creditors in respect of such Pari Passu Indebtedness (including the Holders) elect not to tender their Pari Passu Indebtedness for such prepayment, repayment or purchase, the Issuer will be deemed to have applied an amount of Net Available Cash equal to such amount not tendered under this Section 4.09(b)(3)(A), and such amount shall not increase the amount of Excess Proceeds (such amount, together with the aggregate amount described under Section 4.09(d), the “Declined Proceeds”); and (B) for the avoidance of doubt, Net Available Cash that will not constitute Excess Proceeds pursuant to Section 4.09(b)(2) or Section 4.09(b)(3) shall be immediately available to the Group for any purposes permitted by this Indenture, including to make Restricted Payments in accordance with Section 4.06(b)(24) without regard to the periods specified in Section 4.09(a)(3). (c) On the 636th day (or such longer period permitted by Section 4.09(a)) after the later of an Asset Disposition or the receipt of such Net Available Cash, if the aggregate amount of Excess Proceeds under this Section 4.09 exceeds the greater of (x) €64.50 million and (y) an amount equal to 30% of LTM EBITDA in a single transaction, the Issuer will within 10 Business Days make an offer (an “Asset Disposition Offer”) to all Holders of the Notes and, if required or permitted by the terms of any other Pari Passu Indebtedness, to the holders or lenders of such Pari Passu Indebtedness, to purchase the maximum aggregate principal amount (or accreted value, as applicable) of the Notes and such Pari Passu Indebtedness that may be purchased out of the Excess Proceeds at an offer price in cash in an amount equal to (i) in the case of the Notes, 100% of the principal amount thereof (or accreted value, if less), plus accrued and unpaid interest, if any, to the date fixed for the closing of such offer, in accordance with the procedures set forth in this Indenture, and (ii) in the case of such other Pari Passu Indebtedness, the offer price required by the terms thereof, in accordance with the procedures set forth in the agreement(s) governing such Pari Passu Indebtedness. (d) The Issuer may satisfy the foregoing obligations with respect to any Net Available Cash from an Asset Disposition by making an Asset Disposition Offer with respect to such Net Available Cash prior to the expiration of the relevant 635 days (or such longer period provided above) (the “Asset Disposition Offer Period”) with respect to all or part of the Net Available Cash (the “Advance Portion”) in advance of being required to do so by this Indenture (an “Advance Offer”). (e) If the aggregate principal amount (or accreted value, if applicable) of Notes tendered and other Pari Passu Indebtedness, as the case may be, surrendered by such holders or lenders thereof exceeds the amount offered in the Asset Disposition Offer (or in the case of an Advance Offer, the Advance Portion), the Issuer shall prepay, repay or purchase the Notes and such Pari Passu Indebtedness, as the case may be, on a pro rata basis (or otherwise in accordance with the Relevant Clearing System) based on the aggregate principal amount (or accreted value, if applicable) of the Notes or such Pari Passu Indebtedness, as the case may be, tendered with adjustments as necessary so that no Notes or Pari Passu Indebtedness, as the case may be, will be repurchased in part in an unauthorized denomination. Upon completion of any such Asset Disposition Offer (or Advance Offer), the amount of Excess Proceeds that resulted in the requirement to make an Asset Disposition Offer shall be reset to zero (regardless of whether there are any remaining Excess Proceeds upon such completion). Upon consummation or expiration of any Asset Disposition Offer, any remaining Net Available Cash shall not be deemed Excess Proceeds and the Issuer may use such Net Available Cash for any purpose not prohibited by this Indenture. (f) To the extent that the aggregate amount (or accreted value, if applicable) of Notes and Pari Passu Indebtedness, as the case may be, tendered pursuant to an Asset Disposition Offer is less than the amount offered in the Asset Disposition Offer (or, in the case of an Advance Offer, the Advance Portion), the Issuer may use any remaining Excess Proceeds (or in the case of an Advance Offer, the Advance Portion) for any purposes not otherwise prohibited under this Indenture. (g) Notwithstanding the foregoing provisions of this Section 4.064.09, BZ Holdings to the extent that (x) a distribution of any or all of the Net Available Cash of any Asset Disposition by a Subsidiary to the Issuer or another Restricted Subsidiary (to the extent necessary to comply with this covenant) is prohibited or delayed by applicable local law (including financial assistance and corporate benefit restrictions and fiduciary and statutory duties of the relevant directors or managers), (y) a distribution of any or all of the Net Available Cash of any Asset Disposition by a Subsidiary to the Issuer or another Restricted Subsidiaries Subsidiary (to the extent necessary to comply with this covenant) could result in material adverse Tax consequences, as determined by the Issuer in its sole discretion, or (z) a contribution or distribution of any or all of the Net Available Cash of any Asset Disposition by a Subsidiary to the Issuer or to a Restricted Subsidiary (to the extent necessary to comply with this covenant) is subject to a contractual encumbrance or restriction affecting the distribution and such encumbrance or restriction is not prohibited by Section 4.07, the portion of such Net Available Cash so affected will not be required to apply any Net Available Cash be applied in accordance compliance with this Section 4.06 except 4.09. (h) An Asset Disposition Offer or Advance Offer may be made at the same time as consents are solicited with respect to the extent that the aggregate Net Available Cash from all Asset Dispositions which is not applied in accordance with this covenant exceeds $20.0 million. Pending application of Net Available Cash pursuant to this Section 4.06an amendment, such Net Available Cash shall be invested in Temporary Cash Investments supplement or applied to temporarily reduce revolving credit Indebtedness. For the purposes waiver of this Section 4.06(a)Indenture, the following are deemed to be cash or cash equivalents: Notes and/or the Note Guarantees (1) but the assumption or discharge of Indebtedness of BZ Holdings (other than obligations in respect of Disqualified Stock of BZ Holdings) or any Restricted Subsidiary (other than obligations in respect of Disqualified Stock or Preferred Stock of an Issuer or a Subsidiary Guarantor) and the release of BZ Holdings or such Restricted Subsidiary from all liability on such Indebtedness in connection with such Asset Disposition; (2) securities received by BZ Holdings or any Restricted Subsidiary from the transferee that are converted by BZ Holdings or such Restricted Subsidiary into cash within 180 days after such Asset Disposition, to the extent of the cash received in that conversion; and (3) any Designated Non-cash Consideration received by BZ Holdings or any Restricted Subsidiary in an Asset Disposition having an aggregate Fair Market Value, taken together with all other Designated Non-cash Consideration received pursuant to this clause (3) (unless such Designated Non-cash Consideration has been converted into cash, which cash shall be treated after such conversion as Net Available Cash), Offer or Advance Offer may not to exceed 7.5% of Consolidated Net Tangible Assets at condition tenders on the time of the receipt delivery of such Designated Non-cash Consideration (with the Fair Market Value of each item of Designated Non-cash Consideration being measured at the time received and without giving effect to subsequent changes in valueconsents). (bi) In the event of an Asset Disposition that requires the purchase of Notes (and other Senior Indebtedness of Boise Paper Holdings) pursuant to Section 4.06 (a)(3)(C), the Issuers shall purchase Notes tendered pursuant to an offer by the Issuers for the Notes (and such other Senior Indebtedness) (the “Offer”) at a purchase price of 100% of their principal amount (or, in the event such other Senior Indebtedness of Boise Paper Holdings was issued with original issue discount, 100% of the accreted value with respect thereto) without premium, plus accrued but unpaid interest (or, in respect of such other Senior Indebtedness of Boise Paper Holdings, such lesser price, if any, as may be provided for by the terms of such Senior Indebtedness) in accordance with the procedures (including prorating in the event of oversubscription) set forth in Section 4.06(c). If the aggregate purchase price of the securities tendered exceeds the Net Available Cash allotted to their purchase, the Issuers shall select the securities to be purchased on a pro rata basis but in round denominations, which in the case of the Notes shall be denominations of $1,000 principal amount (subject to the $2,000 minimum denomination) or multiples thereof. If the aggregate purchase price of the securities purchased pursuant to such offer in accordance with this Section 4.06 is less than the Net Available Cash offered therefor, the Issuers may use any such excess Net Available Cash for general corporate purposes or any other purpose, in each case not prohibited by this Indenture. The Issuers shall not be required to make such an Offer to purchase Notes (and other Senior Indebtedness of Boise Paper Holdings) pursuant to this Section 4.06 if the Net Available Cash available therefor is less than $20.0 million (which lesser amount shall be carried forward for purposes of determining whether such an Offer is required with respect to the Net Available Cash from any subsequent Asset Disposition). Upon completion of such an Offer, Net Available Cash shall be deemed to be reduced by the aggregate amount of such Offer (regardless of the amount of Notes tendered in such Offer). (1) Promptly, and in any event within 10 days after the Issuers become obligated to make an Offer, the Issuers shall deliver to the Trustee and send, by first-class mail to each Holder, a written notice stating that the Holder may elect to have his Notes purchased by the Issuers either in whole or in part (subject to prorating as described in Section 4.06(b) in the event the Offer is oversubscribed) in integral multiples of $1,000 of principal amount (subject to the $2,000 minimum denomination), at the applicable purchase price. The notice shall specify a purchase date not less than 30 days nor more than 60 days after the date of such notice (the “Purchase Date”) and shall contain such information concerning the business of BZ Holdings and the Restricted Subsidiaries which the Issuers in good faith believe will enable such Holders to make an informed decision and all instructions and materials necessary to tender Notes pursuant to the Offer, together with the information contained in clause (3). (2) Not later than the date upon which written notice of an Offer is delivered to the Trustee as provided below, the Issuers shall deliver to the Trustee an Officers’ Certificate as to (A) the amount of the Offer (the “Offer Amount”), including information as to any other Senior Indebtedness included in the Offer, (B) the allocation of the Net Available Cash from the Asset Dispositions pursuant to which such Offer is being made and (C) the compliance of such allocation with the provisions of Section 4.06(a) and (b). On such date, the Issuers shall also irrevocably deposit with the Trustee or with a Paying Agent (or, if an Issuer is acting as its own Paying Agent, segregate and hold in trust) in Temporary Cash Investments, maturing on the last day prior to the Purchase Date or on the Purchase Date if funds are immediately available by open of business, an amount equal to the Offer Amount to be held for payment in accordance with the provisions of this Section. If the Offer includes other Senior Indebtedness, the deposit described in the preceding sentence may be made with any other paying agent pursuant to arrangements satisfactory to the Trustee. Upon the expiration of the period for which the Offer remains open (the “Offer Period”), the Issuers shall deliver to the Trustee for cancellation the Notes or portions thereof which have been properly tendered to and are to be accepted by the Issuers. The Trustee shall, on the Purchase Date, mail or deliver payment (or cause the delivery of payment) to each tendering Holder in the amount of the purchase price. In the event that the aggregate purchase price of the Notes delivered by the Issuers to the Trustee is less than the Offer Amount applicable to the Notes, the Trustee shall deliver the excess to the Issuers immediately after the expiration of the Offer Period for application in accordance with this Section 4.06. (3) Holders electing to have a Note purchased shall be required to surrender the Note, with an appropriate form duly completed, to the Issuers at the address specified in the notice at least three Business Days prior to the Purchase Date. Holders shall be entitled to withdraw their election if the Trustee or an Issuer receives not later than one Business Day prior to the Purchase Date, a facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note which was delivered for purchase by the Holder and a statement that such Holder is withdrawing his election to have such Note purchased. Holders whose Notes are purchased only in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered. (4) At the time the Issuers deliver Notes to the Trustee which are to be accepted for purchase, the Issuers shall also deliver an Officers’ Certificate stating that such Notes are to be accepted by the Issuers pursuant to and in accordance with the terms of this Section 4.06. A Note shall be deemed to have been accepted for purchase at the time the Trustee, directly or through an agent, mails or delivers payment therefor to the surrendering Holder. (d) The Issuers will comply, to the extent applicable, with the requirements of Section 14(e) of the Exchange Act and any other securities laws or regulations in connection with the repurchase of Notes pursuant to this Section 4.06. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.06Indenture, the Issuers shall Issuer will comply with the applicable securities laws and regulations and shall not be deemed to have breached their its obligations described in this Indenture by virtue thereof. The Issuer may rely on any no-action letters issued by the SEC indicating that the staff of the SEC will not recommend enforcement action in the event a tender offer satisfies certain conditions. (j) The provisions under this Section 4.06 Indenture related to the Issuer’s obligation to make an offer to repurchase the Notes as a result of an Asset Disposition may be waived or modified with the written consent of the Holders of a majority in principal amount of all the then outstanding Notes. (k) For the purposes of calculating the principal amount of any such indebtedness not denominated in euro, such Indebtedness shall be calculated by virtue converting any such principal amount into its Euro Equivalent amount determined as of their compliance with such securities laws or regulationsa date selected by the Issuer that is within the Asset Disposition Offer Period.

Limitation on Sales of Assets and Subsidiary Stock. (a) BZ Holdings RAS shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, consummate make any Asset Disposition unless: unless (1i) BZ Holdings RAS or such Restricted Subsidiary receives consideration at the time of such Asset Disposition at least equal to the Fair Market Value fair market value, as determined in good faith by the General Partner (including as to the value of all non-cash consideration) ), of the shares and assets subject to such Asset Disposition; , (2ii) at least 7580% of the consideration thereof received by BZ Holdings RAS or such Restricted Subsidiary is in the form of cash or cash equivalents; and Cash Equivalents and (3iii) an amount equal to 100% of the Net Available Cash from such Asset Disposition is applied by BZ Holdings RAS (or such Restricted Subsidiary, as the case may be: ) (A) first, to the extent BZ Holdings RAS or such any Restricted Subsidiary, as the case may be, Subsidiary elects (or is required by the terms of any Senior Indebtedness), (x) to prepay, repay, redeem repay or purchase Senior Indebtedness under any Credit Agreement or Indebtedness (other than any Preferred Stocky) to the investment in or acquisition of a Restricted Subsidiary that is not an Issuer or a Subsidiary Guarantor (in each case other than Indebtedness owed to BZ Holdings or an Affiliate of BZ Holdings) Additional Assets within one year 365 days from the later of the date of such Asset Disposition or the receipt of such Net Available Cash; ; (B) to the extent BZ Holdings or such Restricted Subsidiarysecond, as the case may be, elects, to acquire, make or improve Additional Assets within one year 365 days from the later of the date of such Asset Disposition or the receipt of such Net Available Cash; , to the extent of the balance of such Net Available Cash after application in accordance with clause (A), to make an offer to purchase Notes at 101% of their principal amount plus accrued and unpaid interest, if any, thereon; (C) third, within 90 days after the later of the application of Net Available Cash in accordance with clauses (A) and (B) and the date that is one year from the receipt of such Net Available Cash, to the extent of the balance of such Net Available Cash after application in accordance with clauses (A) and (B), to make an offer prepay, repay or repurchase Indebtedness (other than Preferred Stock) of a Wholly-Owned Subsidiary (in each case other than Indebtedness owed to the Holders of the Notes (RAS); and to holders of other Senior Indebtedness of Boise Paper Holdings designated by Boise Paper Holdings) to purchase Notes (and such other Senior Indebtedness of Boise Paper Holdings) pursuant to and subject to the conditions contained in this Indenture; and (D) fourth, to enter into binding commitments to take any the extent of the actions described balance of such Net Available Cash after application in accordance with clauses (A), (B) and (BC), to (w) the investment in or acquisition of Additional Assets, (x) the making of Temporary Cash Investments, (y) the prepayment, repayment or purchase of Indebtedness of RAS (other than Indebtedness owing to any Subsidiary of RAS) or Indebtedness of any Subsidiary (other than Indebtedness owed to RAS or any Subsidiaries of RAS) or (z) any other purpose otherwise permitted under this Indenture, in each case within the later of 45 days after the application of Net Available Cash in accordance with clauses (A), (B) and take such actions within (C) or the date that is one year from the receipt of entering into such commitmentNet Available Cash; provided, however, that that, in connection with any prepayment, repayment or purchase of Indebtedness pursuant to clause (A), (B), (C) or (CD) above, BZ Holdings RAS or such Restricted Subsidiary shall permanently retire such Indebtedness and shall cause the related loan commitment (if any) to be permanently reduced in an amount equal to the principal amount so prepaid, repaid or purchased. Notwithstanding the foregoing provisions of this Section 4.06provisions, BZ Holdings RAS and the its Restricted Subsidiaries will shall not be required to apply any Net Available Cash in accordance with this Section 4.06 herewith except to the extent that the aggregate Net Available Cash from all Asset Dispositions which is are not applied in accordance with this covenant exceeds Section 4.10 at any time exceed $20.0 5 million. Pending application of RAS shall not be required to make an offer for Notes pursuant to Section 3.09 if the Net Available Cash pursuant available therefor (after application of the proceeds as provided in clause (A)) is less than $5 million for any particular Asset Disposition (which lesser amounts shall be carried forward for purposes of determining whether an offer is required with respect to this Section 4.06, such the Net Available Cash shall be invested in Temporary Cash Investments or applied to temporarily reduce revolving credit Indebtednessfrom any subsequent Asset Disposition). -55- 63 For the purposes of this Section 4.06(a)4.10, the following are will be deemed to be cash or cash equivalents: cash: (1x) the assumption or discharge by the transferee of Senior Indebtedness of BZ Holdings (other than obligations in respect RAS or Senior Indebtedness of Disqualified Stock of BZ Holdings) or any Restricted Subsidiary (other than obligations in respect of Disqualified Stock or Preferred Stock of an Issuer or a Subsidiary Guarantor) RAS and the release of BZ Holdings RAS or such Restricted Subsidiary from all liability on such Senior Indebtedness in connection with such Asset Disposition; Disposition (2in which case RAS shall, without further action, be deemed to have applied such assumed Indebtedness in accordance with clause (A) of the preceding paragraph) and (y) securities received by BZ Holdings RAS or any Restricted Subsidiary of RAS from the transferee that are promptly (and in any event within 60 days) converted by BZ Holdings RAS or such Restricted Subsidiary into cash within 180 days after such Asset Disposition, to the extent of the cash received in that conversion; and (3) any Designated Non-cash Consideration received by BZ Holdings or any Restricted Subsidiary in an Asset Disposition having an aggregate Fair Market Value, taken together with all other Designated Non-cash Consideration received pursuant to this clause (3) (unless such Designated Non-cash Consideration has been converted into cash, which cash shall be treated after such conversion as Net Available Cash), not to exceed 7.5% of Consolidated Net Tangible Assets at the time of the receipt of such Designated Non-cash Consideration (with the Fair Market Value of each item of Designated Non-cash Consideration being measured at the time received and without giving effect to subsequent changes in value). (b) In the event of an Asset Disposition that requires the purchase of Notes (and other Senior Indebtedness of Boise Paper Holdings) pursuant to Section 4.06 clause (a)(3)(Ca) (iii) (B), the Issuers shall will be required to purchase Notes tendered pursuant to an offer by the Issuers for the Notes (and such other Senior Indebtedness) (the “Offer”) at a purchase price of 100101% of their principal amount (or, in the event such other Senior Indebtedness of Boise Paper Holdings was issued with original issue discount, 100% of the accreted value with respect thereto) without premium, plus accrued but and unpaid interest (or, in respect of such other Senior Indebtedness of Boise Paper Holdings, such lesser priceinterest, if any, as may be provided for by to the terms of such Senior Indebtedness) purchase date in accordance with the procedures (including prorating in the event of oversubscription) set forth in Section 4.06(c)3.09. If the aggregate purchase price of the securities Notes tendered exceeds the Net Available Cash allotted to their purchase, the Issuers shall select the securities to be purchased on a pro rata basis but in round denominations, which in the case of the Notes shall be denominations of $1,000 principal amount (subject pursuant to the $2,000 minimum denomination) or multiples thereof. If the aggregate purchase price of the securities purchased pursuant to such offer in accordance with this Section 4.06 is less than the Net Available Cash offered therefor, the Issuers may use any such excess Net Available Cash for general corporate purposes or any other purpose, in each case not prohibited by this Indenture. The Issuers shall not be required to make such an Offer to purchase Notes (and other Senior Indebtedness of Boise Paper Holdings) pursuant to this Section 4.06 if the Net Available Cash available therefor is less than $20.0 million (which lesser amount shall be carried forward for purposes of determining whether such an Offer is required with respect allotted to the Net Available Cash from any subsequent Asset Disposition). Upon completion purchase of such an Offer, Net Available Cash shall be deemed to be reduced by the aggregate amount of such Offer (regardless of the amount of Notes tendered in such Offer). (1) Promptly, and in any event within 10 days after the Issuers become obligated to make an Offer, the Issuers shall deliver to the Trustee and send, by first-class mail to each Holder, a written notice stating that the Holder may elect to have his Notes purchased by the Issuers either in whole or in part (subject to prorating as described in Section 4.06(b) in the event the Offer is oversubscribed) in integral multiples of $1,000 of principal amount (subject to the $2,000 minimum denomination), at the applicable purchase price. The notice shall specify a purchase date not less than 30 days nor more than 60 days after the date of such notice (the “Purchase Date”) and shall contain such information concerning the business of BZ Holdings and the Restricted Subsidiaries which the Issuers in good faith believe will enable such Holders to make an informed decision and all instructions and materials necessary to tender Notes pursuant to the Offer, together with the information contained in clause (3). (2) Not later than the date upon which written notice of an Offer is delivered to the Trustee as provided below, the Issuers shall deliver to the Trustee an Officers’ Certificate as to (A) the amount of the Offer (the “Offer Amount”), including information as to any other Senior Indebtedness included in the Offer, (B) the allocation of the Net Available Cash from the Asset Dispositions pursuant to which such Offer is being made and (C) the compliance of such allocation with the provisions of Section 4.06(a) and (b). On such date, the Issuers shall also irrevocably deposit with the Trustee or with a Paying Agent (or, if an Issuer is acting as its own Paying Agent, segregate and hold in trust) in Temporary Cash Investments, maturing on the last day prior to the Purchase Date or on the Purchase Date if funds are immediately available by open of business, an amount equal to the Offer Amount to be held for payment in accordance with the provisions of this Section. If the Offer includes other Senior Indebtedness, the deposit described in the preceding sentence may be made with any other paying agent pursuant to arrangements satisfactory to the Trustee. Upon the expiration of the period for which the Offer remains open (the “Offer Period”), the Issuers shall deliver to the Trustee for cancellation the Notes or portions thereof which have been properly tendered to and are to be accepted by the Issuers. The Trustee shall, on the Purchase Date, mail or deliver payment (or cause the delivery of payment) to each tendering Holder in the amount of the purchase price. In the event that the aggregate purchase price of the Notes delivered by the Issuers to the Trustee is less than the Offer Amount applicable to the Notes, the Trustee shall deliver Issuers will apply the excess to the Issuers immediately after the expiration of the Offer Period for application remaining Net Available Cash in accordance with this Section 4.06clauses (a) (iii) (C) or (D) above. (3) Holders electing to have a Note purchased shall be required to surrender the Note, with an appropriate form duly completed, to the Issuers at the address specified in the notice at least three Business Days prior to the Purchase Date. Holders shall be entitled to withdraw their election if the Trustee or an Issuer receives not later than one Business Day prior to the Purchase Date, a facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note which was delivered for purchase by the Holder and a statement that such Holder is withdrawing his election to have such Note purchased. Holders whose Notes are purchased only in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered. (4) At the time the Issuers deliver Notes to the Trustee which are to be accepted for purchase, the Issuers shall also deliver an Officers’ Certificate stating that such Notes are to be accepted by the Issuers pursuant to and in accordance with the terms of this Section 4.06. A Note shall be deemed to have been accepted for purchase at the time the Trustee, directly or through an agent, mails or delivers payment therefor to the surrendering Holder. (dc) The Issuers will comply, to the extent applicable, with the requirements of Section 14(e) of the Exchange Act and any other securities laws or regulations in connection with the repurchase of Notes pursuant to this Section 4.063.09. To the extent that the provisions of any securities laws or regulations conflict with provisions of Section 3.09 and/or this Section 4.064.10, the Issuers shall will comply with the applicable securities laws and regulations and shall will not be deemed to have breached their its obligations under this Section 4.06 Indenture by virtue of their compliance with such securities laws or regulationsthereof.

Limitation on Sales of Assets and Subsidiary Stock. (a) BZ Holdings shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, consummate make any Asset Disposition unless: unless (1i) BZ Holdings or such Restricted Subsidiary receives consideration at the time of such Asset Disposition at least equal to the Fair Market Value fair market value, as determined in good faith by the Board of Directors (including as to the value of all non-cash consideration) ), of the shares and assets subject to such Asset Disposition; , (2ii) at least 75% of the consideration thereof received by BZ Holdings or such Restricted Subsidiary is in the form of cash or cash equivalents; and Cash Equivalents and (3iii) an amount equal to 100% of the Net Available Cash from such Asset Disposition is applied by BZ Holdings (or such Restricted Subsidiary, as the case may be: ) (A) first, to the extent BZ Holdings or such any Restricted Subsidiary, as the case may be, ----- elects (or is required by the terms of any Senior Indebtedness), to prepay, repay, redeem repay or purchase Senior Indebtedness under any Credit Agreement or Indebtedness (other than any Preferred Stock) of a Restricted Wholly-Owned Subsidiary that is not an Issuer or a Subsidiary Guarantor (in each case other than Indebtedness owed to BZ Holdings or an Affiliate of BZ Holdings) within one year 180 days from the later of the date of such Asset Disposition or the receipt of such Net Available Cash; ; (B) second, to the extent BZ Holdings or of the balance of such Restricted SubsidiaryNet Available Cash after ------ application in accordance with clause (A), as at Holdings' election to the case may be, elects, to acquire, make or improve investment in Additional Assets within one year from the later of the date of such Asset Disposition or the receipt of such Net Available Cash; ; (C) third, to ----- the extent of the balance of such Net Available Cash after application and in accordance with clauses (A) and (B), to make an offer to purchase Senior Subordinated Notes and other pari passu debt obligations subject to a similar covenant at par plus accrued and unpaid interest, if any, thereon; (D) fourth, to make an offer to purchase (an "Offer") the Discount ------ Notes at a price in cash equal to, prior to November 15, 2002, 100% of the Accreted Value thereof on the purchase date and, thereafter, 100% of the Accreted Value thereof plus accrued and unpaid interest to the purchase date; and (E) fifth, to the extent of the balance of such Net Available Cash after application in accordance with clauses (A) and ), (B), to make an offer to the Holders of the Notes (and to holders of other Senior Indebtedness of Boise Paper Holdings designated by Boise Paper Holdings) to purchase Notes (and such other Senior Indebtedness of Boise Paper Holdings) pursuant to and subject to the conditions contained in this Indenture; and (D) to enter into binding commitments to take any of the actions described in clauses (AC) and (BD), and take such actions within one year of entering into such commitmentfor other general corporate purposes not prohibited by the Indenture; provided, however, that that, in connection with any prepayment, repayment or purchase of Indebtedness pursuant to clause (A) or (C) above, BZ Holdings or such Restricted Subsidiary shall permanently retire such Indebtedness and shall cause the related loan commitment (if any) to be permanently reduced in an amount equal to the principal amount so prepaid, repaid or purchased. Notwithstanding the foregoing provisions of this Section 4.06provisions, BZ Holdings and the its Restricted Subsidiaries will shall not be required to apply any Net Available Cash in accordance with this Section 4.06 herewith except to the extent that the aggregate Net Available Cash from all Asset Dispositions which is are not applied in accordance with this covenant exceeds exceed $20.0 5 million. Pending application of Holdings shall not be required to make an Offer for the Discount Notes pursuant to this covenant if the Net Available Cash pursuant available therefor (after application of the proceeds as provided in clauses (A), (B) and (C)) are less than $5 million for any particular Asset Disposition (which lesser amounts shall be carried forward for purposes of determining whether an Offer is required with respect to this Section 4.06, such the Net Available Cash shall be invested in Temporary Cash Investments or applied to temporarily reduce revolving credit Indebtedness. from any subsequent Asset Disposition). (b) For the purposes of this Section 4.06(a)covenant, the following are will be deemed to be cash or cash equivalents: cash: (1x) the assumption or discharge by the transferee of Indebtedness of BZ Holdings (other than obligations in respect of Disqualified Stock of BZ Holdings) or any Restricted Subsidiary (other than obligations in respect of Disqualified Stock or Preferred Stock of an Issuer or a Subsidiary Guarantor) Holdings and the release of BZ Holdings or such Restricted Subsidiary from all liability on such Indebtedness in connection with such Asset Disposition; Disposition (2in which case Holdings shall, without further action, be deemed to have applied such assumed Indebtedness in accordance with clause (A) of the preceding paragraph), (y) securities received by BZ Holdings or any Restricted Subsidiary of Holdings from the transferee that are promptly converted by BZ Holdings or such Restricted Subsidiary into cash within 180 days after such Asset Disposition, to the extent of the cash received in that conversion; and and (3z) any Designated Non-cash Noncash Consideration received by BZ Holdings or any of its Restricted Subsidiary Subsidiaries in an such Asset Disposition having an aggregate Fair Market Valuefair market value, taken together with all other Designated Non-cash Noncash Consideration received pursuant to this clause (3z) (unless such Designated Non-cash Consideration has been converted into cash, which cash shall be treated after such conversion as Net Available Cash)that is at that time outstanding, not to exceed 7.510% of Consolidated Net Tangible Assets at the time of the receipt of such Designated Non-cash Noncash Consideration (with the Fair Market Value fair market value of each item of Designated Non-cash Noncash Consideration being measured at the time received and without giving effect to subsequent changes in value). (bc) In the event of an Asset Disposition that requires the purchase of Discount Notes (and other Senior Indebtedness of Boise Paper Holdings) pursuant to Section 4.06 clause (a)(3)(Ca)(iii)(C), the Issuers shall Holdings will be required to purchase Discount Notes tendered pursuant to an offer by the Issuers Holdings for the Discount Notes (and such other Senior Indebtedness) (the “Offer”) at a purchase price of 100% of their principal amount (orin cash equal to, in the event such other Senior Indebtedness of Boise Paper Holdings was issued with original issue discountprior to November 15, 2002, 100% of the accreted value with respect thereto) without premiumAccreted Value thereof on the purchase date and, thereafter, 100% of the Accreted Value thereof plus accrued but and unpaid interest (or, in respect of such other Senior Indebtedness of Boise Paper Holdings, such lesser priceinterest, if any, as may be provided for by to the terms of such Senior Indebtedness) purchase date in accordance with the procedures (including prorating in the event of oversubscription) set forth in Section 4.06(c)the Indenture. If the aggregate purchase price of the securities Discount Notes tendered exceeds the Net Available Cash allotted to their purchase, the Issuers shall select the securities to be purchased on a pro rata basis but in round denominations, which in the case of the Notes shall be denominations of $1,000 principal amount (subject pursuant to the $2,000 minimum denomination) or multiples thereof. If the aggregate purchase price of the securities purchased pursuant to such offer in accordance with this Section 4.06 is less than the Net Available Cash offered thereforallotted to the purchase of the Discount Notes, Holdings will apply the Issuers may use any such excess remaining Net Available Cash for general corporate purposes or any other purpose, in each case not prohibited by this Indenture. The Issuers shall not be required to make such an Offer to purchase Notes (and other Senior Indebtedness of Boise Paper Holdings) pursuant to this Section 4.06 if the Net Available Cash available therefor is less than $20.0 million (which lesser amount shall be carried forward for purposes of determining whether such an Offer is required with respect to the Net Available Cash from any subsequent Asset Disposition). Upon completion of such an Offer, Net Available Cash shall be deemed to be reduced by the aggregate amount of such Offer (regardless of the amount of Notes tendered in such Offer). (1) Promptly, and in any event within 10 days after the Issuers become obligated to make an Offer, the Issuers shall deliver to the Trustee and send, by first-class mail to each Holder, a written notice stating that the Holder may elect to have his Notes purchased by the Issuers either in whole or in part (subject to prorating as described in Section 4.06(b) in the event the Offer is oversubscribed) in integral multiples of $1,000 of principal amount (subject to the $2,000 minimum denomination), at the applicable purchase price. The notice shall specify a purchase date not less than 30 days nor more than 60 days after the date of such notice (the “Purchase Date”) and shall contain such information concerning the business of BZ Holdings and the Restricted Subsidiaries which the Issuers in good faith believe will enable such Holders to make an informed decision and all instructions and materials necessary to tender Notes pursuant to the Offer, together with the information contained in clause (3). (2) Not later than the date upon which written notice of an Offer is delivered to the Trustee as provided below, the Issuers shall deliver to the Trustee an Officers’ Certificate as to (A) the amount of the Offer (the “Offer Amount”), including information as to any other Senior Indebtedness included in the Offer, (B) the allocation of the Net Available Cash from the Asset Dispositions pursuant to which such Offer is being made and (C) the compliance of such allocation with the provisions of Section 4.06(a) and (b). On such date, the Issuers shall also irrevocably deposit with the Trustee or with a Paying Agent (or, if an Issuer is acting as its own Paying Agent, segregate and hold in trust) in Temporary Cash Investments, maturing on the last day prior to the Purchase Date or on the Purchase Date if funds are immediately available by open of business, an amount equal to the Offer Amount to be held for payment in accordance with the provisions of this Section. If the Offer includes other Senior Indebtedness, the deposit described in the preceding sentence may be made with any other paying agent pursuant to arrangements satisfactory to the Trustee. Upon the expiration of the period for which the Offer remains open clause (the “Offer Period”), the Issuers shall deliver to the Trustee for cancellation the Notes or portions thereof which have been properly tendered to and are to be accepted by the Issuers. The Trustee shall, on the Purchase Date, mail or deliver payment (or cause the delivery of paymenta)(iii)(E) to each tendering Holder in the amount of the purchase price. In the event that the aggregate purchase price of the Notes delivered by the Issuers to the Trustee is less than the Offer Amount applicable to the Notes, the Trustee shall deliver the excess to the Issuers immediately after the expiration of the Offer Period for application in accordance with this Section 4.06. (3) Holders electing to have a Note purchased shall be required to surrender the Note, with an appropriate form duly completed, to the Issuers at the address specified in the notice at least three Business Days prior to the Purchase Date. Holders shall be entitled to withdraw their election if the Trustee or an Issuer receives not later than one Business Day prior to the Purchase Date, a facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note which was delivered for purchase by the Holder and a statement that such Holder is withdrawing his election to have such Note purchased. Holders whose Notes are purchased only in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered. (4) At the time the Issuers deliver Notes to the Trustee which are to be accepted for purchase, the Issuers shall also deliver an Officers’ Certificate stating that such Notes are to be accepted by the Issuers pursuant to and in accordance with the terms of this Section 4.06. A Note shall be deemed to have been accepted for purchase at the time the Trustee, directly or through an agent, mails or delivers payment therefor to the surrendering Holderabove. (d) The Issuers Holdings will comply, to the extent applicable, with the requirements of Section 14(e) of the Exchange Act and any other securities laws or regulations in connection with the repurchase of Discount Notes pursuant to this Section 4.06the Indenture. To the extent that the provisions of any securities laws or regulations conflict with provisions of this Section 4.06covenant, the Issuers shall Holdings will comply with the applicable securities laws and regulations and shall will not be deemed to have breached their its obligations under this Section 4.06 the Indenture by virtue of their compliance with such securities laws or regulationsthereof.

Limitation on Sales of Assets and Subsidiary Stock. (a) BZ Holdings The Borrower shall not, and shall not permit any of its Restricted Subsidiaries Subsidiary to, directly or indirectly, consummate make any Asset Disposition unless: (1i) BZ Holdings the Borrower or such Restricted Subsidiary receives consideration (including by way of relief from, or by any other Person assuming sole responsibility for, any liabilities, contingent or otherwise) at the time of such Asset Disposition at least equal to the Fair Market Value (including as to the value of all non-cash consideration) of the shares and assets subject to such Asset Disposition;, (2ii) at least 75% of the consideration thereof received by BZ Holdings the Borrower or such Restricted Subsidiary is in the form of cash or cash equivalentsAdditional Assets; provided, however, that in the case of an Asset Disposition of any Collateral or Excluded Securities, any Additional Assets received by the Borrower and any Restricted Subsidiary are added, substantially concurrently with their acquisition, to the Collateral securing (with the same priority as the assets disposed of) the Obligations and the Subsidiary Guarantees; provided further, however, that the 75% consideration requirement of this Section 5.06(a)(ii) shall not apply to any Specified Asset Sale, and (3iii) an amount equal to 100% of the Net Available Cash from such Asset Disposition is applied by BZ Holdings the Borrower (or such Restricted Subsidiary, as the case may be:): (A) first, to the extent BZ Holdings or such Restricted Subsidiary, as the case may be, Borrower elects (or is required by the terms of any Applicable Indebtedness), ) (i) to prepay, repay, redeem purchase, repurchase, redeem, retire, defease or purchase Indebtedness under otherwise acquire for value Applicable Indebtedness, (ii) to cause any Credit Agreement or Indebtedness (other than any Preferred Stock) of a Restricted Subsidiary loan commitment that is not an Issuer available to be drawn under the applicable credit facility and to be Incurred under Section 5.03 and that when drawn would constitute a Priority Lien Obligation, to be permanently reduced by the amount of Net Available Cash or a Subsidiary Guarantor (iii) to make Designated LX Xxxx Collaterizations, in each case case, other than Indebtedness owed to BZ Holdings the Borrower or an Affiliate of BZ Holdings) the Borrower and other than obligations in respect of Disqualified Stock, within one year from 365 days after the later of the date of such Asset Disposition or the receipt of such Net Available Cash; (B) to the extent BZ Holdings or such Restricted Subsidiary, as the case may be, electssecond, to acquire, make or improve acquire Additional Assets (or otherwise to make capital expenditures), in each case within one year from 365 days after the later of the date of such Asset Disposition or the receipt of such Net Available Cash; provided, however, that, in the case of an Asset Disposition of any Collateral or Excluded Securities, such Additional Assets are added, substantially concurrently with their acquisition, to the Collateral securing (with the same priority as the assets disposed of) the Obligations and the Subsidiary Guarantees or, in the case of capital expenditures, such capital expenditures are used to improve or maintain assets that constitute Collateral or real property or fixtures thereon owned by the Borrower or a Subsidiary Guarantor; (C) third, to the extent of the balance of such Net Available Cash after application in accordance with clauses (ASection 5.06(a)(iii)(A) and (BSection 5.06(a)(iii)(B), to make an offer to the Holders of the Notes Offer (and to holders of other Senior Indebtedness of Boise Paper Holdings designated by Boise Paper Holdingsas defined in Section 5.06 (c)) to purchase Notes (and such other Senior Indebtedness of Boise Paper Holdings) prepay or repay Loans pursuant to and subject to the conditions contained in this Indentureset Section 5.06(c); provided, however, that if the Borrower elects (or is required by the terms of any other Senior Indebtedness), such Offer may be made ratably to prepay the Loans and any Applicable Senior Indebtedness, and (D) fourth, to enter into binding commitments to take any the extent of the actions described balance of such Net Available Cash after application in clauses (Aaccordance with 5.06(a)(iii)(A), Section 5.06(a)(iii)(B) and (BSection 5.06(a)(iii)(C), and take such actions within one year for any general corporate purpose permitted by the terms of entering into such commitmentthis Agreement; provided, however, however that in connection with any prepayment, repayment repayment, purchase, repurchase, redemption, retirement, defeasance or purchase other acquisition for value of Indebtedness pursuant to clause (ASection 5.06(a)(iii)(A) or (C) aboveSection 5.06(a)(iii)(C), BZ Holdings the Borrower or such Restricted Subsidiary shall permanently retire such Indebtedness and shall cause the related loan commitment (if any) to be permanently reduced in an amount equal to the principal amount so prepaid, repaid repaid, purchased, repurchased, redeemed, retired, defeased or purchasedotherwise acquired for value. Notwithstanding the foregoing provisions of this Section 4.065.06(a)(iii), BZ Holdings the Borrower and the its Restricted Subsidiaries will not be required to apply any Net Available Cash in accordance with this Section 4.06 5.06 except to the extent that the aggregate Net Available Cash from all Asset Dispositions which that is not applied in accordance with this covenant Section 5.06 exceeds $20.0 million25,000,000. Pending application of Net Available Cash pursuant to this Section 4.065.06, such Net Available Cash shall may be used or invested in Temporary Cash Investments or applied to temporarily reduce revolving credit Indebtedness. any manner that is not prohibited by this Agreement. (b) For the purposes of this Section 4.06(a)covenant, the following are deemed to be cash or cash equivalentscash: (1i) the assumption or discharge of Applicable Indebtedness of BZ Holdings the Borrower (other than obligations in respect of Disqualified Stock of BZ Holdingsthe Borrower) or any Restricted Subsidiary (other than obligations in respect of Disqualified Stock or and Preferred Stock of an Issuer or a Restricted Subsidiary that is Subsidiary Guarantor) and the release of BZ Holdings the Borrower or such Restricted Subsidiary from all liability on such Indebtedness in connection with such Asset Disposition; (2) securities received by BZ Holdings or any Restricted Subsidiary from the transferee that are converted by BZ Holdings or such Restricted Subsidiary into cash within 180 days after such Asset Disposition, to the extent of the cash received in that conversion; and (3ii) any Designated Non-cash Noncash Consideration received by BZ Holdings or any Restricted Subsidiary in an Asset Disposition having an aggregate Fair Market ValueValue that, when taken together with all other Designated Non-cash Noncash Consideration received pursuant to this clause (3) (unless such Designated Non-cash Consideration has been converted into cashand then outstanding, which cash shall be treated after such conversion as Net Available Cash), does not to exceed 7.5% of Consolidated Net Tangible Assets at the time of the receipt of such Designated Non-cash Noncash Consideration (with the Fair Market Value of each item of Designated Non-cash Noncash Consideration being measured at the time received and without giving effect to subsequent changes in value). ) the greater of (bA) In the event of an Asset Disposition that requires the purchase of Notes $200,000,000 and (and other Senior Indebtedness of Boise Paper HoldingsB) pursuant to Section 4.06 (a)(3)(C), the Issuers shall purchase Notes tendered pursuant to an offer by the Issuers for the Notes (and such other Senior Indebtedness) (the “Offer”) at a purchase price of 100% of their principal amount (or, in the event such other Senior Indebtedness of Boise Paper Holdings was issued with original issue discount, 1001.5% of the accreted value total Consolidated assets of the Borrower as shown on the most recent balance sheet of the Borrower filed with respect theretothe SEC; (iii) without premiumsecurities, plus accrued but unpaid interest (or, in respect of such other Senior Indebtedness of Boise Paper Holdings, such lesser price, if any, as may be provided for notes or similar obligations received by the terms of such Senior Indebtedness) in accordance with the procedures (including prorating in the event of oversubscription) set forth in Section 4.06(c). If the aggregate purchase price of the securities tendered exceeds the Net Available Cash allotted to their purchase, the Issuers shall select the securities to be purchased on a pro rata basis but in round denominations, which in the case of the Notes shall be denominations of $1,000 principal amount (subject to the $2,000 minimum denomination) or multiples thereof. If the aggregate purchase price of the securities purchased pursuant to such offer in accordance with this Section 4.06 is less than the Net Available Cash offered therefor, the Issuers may use any such excess Net Available Cash for general corporate purposes Borrower or any other purpose, in each case not prohibited by this Indenture. The Issuers shall not be required to make such an Offer to purchase Notes (and other Senior Indebtedness of Boise Paper Holdings) pursuant to this Section 4.06 if Restricted Subsidiary from the Net Available Cash available therefor is less than $20.0 million (which lesser amount shall be carried forward for purposes of determining whether such an Offer is required with respect to the Net Available Cash from any subsequent Asset Disposition). Upon completion of such an Offer, Net Available Cash shall be deemed to be reduced transferee that are promptly converted by the aggregate amount of Borrower or such Offer (regardless of the amount of Notes tendered in such Offer). (1) Promptly, and in any event within 10 days after the Issuers become obligated to make an Offer, the Issuers shall deliver to the Trustee and send, by first-class mail to each Holder, a written notice stating that the Holder may elect to have his Notes purchased by the Issuers either in whole or in part (subject to prorating as described in Section 4.06(b) in the event the Offer is oversubscribed) in integral multiples of $1,000 of principal amount (subject to the $2,000 minimum denomination), at the applicable purchase price. The notice shall specify a purchase date not less than 30 days nor more than 60 days after the date of such notice (the “Purchase Date”) and shall contain such information concerning the business of BZ Holdings and the Restricted Subsidiaries which the Issuers in good faith believe will enable such Holders to make an informed decision and all instructions and materials necessary to tender Notes pursuant to the Offer, together with the information contained in clause (3). (2) Not later than the date upon which written notice of an Offer is delivered to the Trustee as provided below, the Issuers shall deliver to the Trustee an Officers’ Certificate as to (A) the amount of the Offer (the “Offer Amount”), including information as to any other Senior Indebtedness included in the Offer, (B) the allocation of the Net Available Cash from the Asset Dispositions pursuant to which such Offer is being made and (C) the compliance of such allocation with the provisions of Section 4.06(a) and (b). On such date, the Issuers shall also irrevocably deposit with the Trustee or with a Paying Agent (or, if an Issuer is acting as its own Paying Agent, segregate and hold in trust) in Temporary Cash Investments, maturing on the last day prior to the Purchase Date or on the Purchase Date if funds are immediately available by open of business, an amount equal to the Offer Amount to be held for payment in accordance with the provisions of this Section. If the Offer includes other Senior Indebtedness, the deposit described in the preceding sentence may be made with any other paying agent pursuant to arrangements satisfactory to the Trustee. Upon the expiration of the period for which the Offer remains open (the “Offer Period”), the Issuers shall deliver to the Trustee for cancellation the Notes or portions thereof which have been properly tendered to and are to be accepted by the Issuers. The Trustee shall, on the Purchase Date, mail or deliver payment (or cause the delivery of payment) to each tendering Holder in the amount of the purchase price. In the event that the aggregate purchase price of the Notes delivered by the Issuers to the Trustee is less than the Offer Amount applicable to the Notes, the Trustee shall deliver the excess to the Issuers immediately after the expiration of the Offer Period for application in accordance with this Section 4.06. (3) Holders electing to have a Note purchased shall be required to surrender the Note, with an appropriate form duly completed, to the Issuers at the address specified in the notice at least three Business Days prior to the Purchase Date. Holders shall be entitled to withdraw their election if the Trustee or an Issuer receives not later than one Business Day prior to the Purchase Date, a facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note which was delivered for purchase by the Holder and a statement that such Holder is withdrawing his election to have such Note purchased. Holders whose Notes are purchased only in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered. (4) At the time the Issuers deliver Notes to the Trustee which are to be accepted for purchase, the Issuers shall also deliver an Officers’ Certificate stating that such Notes are to be accepted by the Issuers pursuant to and in accordance with the terms of this Section 4.06. A Note shall be deemed to have been accepted for purchase at the time the Trustee, directly or through an agent, mails or delivers payment therefor to the surrendering Holder. (d) The Issuers will comply, to the extent applicable, with the requirements of Section 14(e) of the Exchange Act and any other securities laws or regulations in connection with the repurchase of Notes pursuant to this Section 4.06. To the extent that the provisions of any securities laws or regulations conflict with provisions of this Section 4.06, the Issuers shall comply with the applicable securities laws and regulations and shall not be deemed to have breached their obligations under this Section 4.06 by virtue of their compliance with such securities laws or regulations.Subsidiary into cash; and

Limitation on Sales of Assets and Subsidiary Stock. (a) BZ Holdings The Issuer shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, consummate make any Asset Disposition unless: (1) BZ Holdings the Issuer or such Restricted Subsidiary Subsidiary, as the case may be, receives consideration at the time (including by way of such Asset Disposition relief from, or by any other Person assuming responsibility for, any liabilities, contingent or otherwise) at least equal to the Fair Market Value fair market value (including such fair market value to be determined on the date of contractually agreeing to such Asset Disposition), as to determined in good faith by the value Board of all non-cash consideration) Directors of the Issuer, of the shares and assets subject to such Asset DispositionDisposition (including, for the avoidance of doubt, if such Asset Disposition is a Permitted Asset Swap); (2) in any such Asset Disposition, or series of related Asset Dispositions (except to the extent the Asset Disposition is a Permitted Asset Swap) with a purchase price in excess of $50 million, at least 75% of the consideration thereof from such Asset Disposition (including by way of relief from, or by any other Person assuming responsibility for, any liabilities, contingent or otherwise) received by BZ Holdings the Issuer or such Restricted Subsidiary Subsidiary, as the case may be, is in the form of cash or cash equivalentsCash Equivalents; and (3) an amount equal to 100% of the Net Available Cash from such Asset Disposition is applied by BZ Holdings or such Restricted Subsidiary, as the case may beapplied: (Ai) to the extent BZ Holdings the Issuer or such any Restricted Subsidiary, as the case may be, elects (or is required by the terms of any Indebtedness), (A) to prepay, repay, redeem repay or purchase any Indebtedness under any Credit Agreement or Indebtedness (other than any Preferred Stock) of a Restricted Subsidiary Non-Guarantor or that is not an Issuer or secured by a Subsidiary Guarantor Lien (in each case case, other than Indebtedness owed to BZ Holdings the Issuer or an Affiliate of BZ Holdingsany Restricted Subsidiary) or any First Priority Obligations, including Indebtedness under the Credit Agreement (or any Refinancing Indebtedness in respect thereof) within one year 450 days from the later of (1) the date of such Asset Disposition or and (2) the receipt of such Net Available Cash; (B) to the extent BZ Holdings or such Restricted Subsidiary, as the case may be, elects, to acquire, make or improve Additional Assets within one year from the later of the date of such Asset Disposition or the receipt of such Net Available Cash; (C) to the extent of the balance of such Net Available Cash after application in accordance with clauses (A) and (B), to make an offer to the Holders of the Notes (and to holders of other Senior Indebtedness of Boise Paper Holdings designated by Boise Paper Holdings) to purchase Notes (and such other Senior Indebtedness of Boise Paper Holdings) pursuant to and subject to the conditions contained in this Indenture; and (D) to enter into binding commitments to take any of the actions described in clauses (A) and (B), and take such actions within one year of entering into such commitment; provided, however, that that, in connection with any prepayment, repayment or purchase of Indebtedness pursuant to this clause (A) or (C) abovei), BZ Holdings the Issuer or such Restricted Subsidiary shall permanently will retire such Indebtedness and shall will cause the related loan commitment (if any) to be permanently reduced in an amount equal to the principal amount so prepaid, repaid or purchased. Notwithstanding ; or (B) to prepay, repay or purchase Pari Passu Indebtedness at a price of no more than 100% of the foregoing principal amount of such Pari Passu Indebtedness plus accrued and unpaid interest to the date of such prepayment, repayment or purchase; provided further that, to the extent the Issuer redeems, repays or repurchases Pari Passu Indebtedness pursuant to this clause (B), the Issuer shall equally and ratably reduce Obligations under the Notes as provided under Section 5.7, through open-market purchases (to the extent such purchases are at or above 100% of the principal amount thereof) or by making an offer (in accordance with the procedures set forth below for an Asset Disposition Offer) to all Holders to purchase their Notes at 100% of the principal amount thereof, plus the amount of accrued but unpaid interest, if any, on the amount of Notes that would otherwise be prepaid; provided further, that, in addition to the foregoing, the Net Available Cash from an Asset Disposition of Collateral may not be applied to prepay, repay or purchase any Indebtedness other than First Priority Obligations, Notes or Pari Passu Indebtedness of the Issuer or a Guarantor secured by a Lien on such Collateral; and/or (ii) to the extent the Issuer or any Restricted Subsidiary elects, to invest in or commit to invest in Additional Assets (including by means of an investment in Additional Assets by a Restricted Subsidiary with Net Available Cash received by the Issuer or another Restricted Subsidiary) within 450 days from the later of (A) the date of such Asset Disposition and (B) the receipt of such Net Available Cash; provided, however, that a binding agreement shall be treated as a permitted application of Net Proceeds from the date of such commitment with the good faith expectation that such Net Proceeds will be applied to satisfy such commitment within 180 days of such commitment (an “Acceptable Commitment”) and, in the event any Acceptable Commitment is later cancelled or terminated for any reason before the Net Proceeds are applied in connection therewith, the Issuer or such Restricted Subsidiary enters into another Acceptable Commitment (a “Second Commitment”) within 180 days of such cancellation or termination; provided further that if any Second Commitment is later cancelled or terminated for any reason before such Net Proceeds are applied, then such Net Proceeds shall constitute Excess Proceeds; and (4) if such Asset Disposition involves the disposition of Collateral, the Issuer or such Subsidiary has complied with the provisions of this Section 4.06, BZ Holdings Indenture and the Restricted Subsidiaries will not be required to apply Collateral Documents; provided that, pending the final application of any such Net Available Cash in accordance with clause (i) or clause (ii) in Section 3.5(a)(3), the Issuer and its Restricted Subsidiaries may temporarily reduce Indebtedness or otherwise use such Net Available Cash in any manner not prohibited by this Indenture. (b) Any Net Available Cash from Asset Dispositions that is not applied or invested or committed to be applied or invested as provided in the preceding paragraph will be deemed to constitute “Excess Proceeds” under this Indenture. On the 451st day after an Asset Disposition or the receipt of such Net Available Cash, if the aggregate amount of Excess Proceeds under this Indenture exceeds (i) $100.0 million, in the case of a single transaction or a series of related transactions, or (ii) $200.0 million aggregate amount in any fiscal year, the Issuer will within 10 Business Days be required to make an offer (“Asset Disposition Offer”) to all Holders of Notes issued under this Indenture and, to the extent the Issuer elects, to all holders of other outstanding Pari Passu Indebtedness, to purchase the maximum principal amount of Notes and any such Pari Passu Indebtedness to which the Asset Disposition Offer applies that may be purchased out of the Excess Proceeds, at an offer price in respect of the Notes in an amount equal to 100% of the principal amount of the Notes and Pari Passu Indebtedness, in each case, plus accrued and unpaid interest, if any, to, but not including, the date of purchase, in accordance with the procedures set forth in this Indenture or the agreements governing the Pari Passu Indebtedness, as applicable, and, with respect to the Notes, in minimum denominations of $2,000 and in integral multiples of $1,000 in excess thereof. The Issuer will deliver notice of such Asset Disposition Offer electronically or by first-class mail, with a copy to the Trustee, to each Holder of Notes at the address of such Holder appearing in the security register or otherwise in accordance with the procedures of DTC, describing the transaction or transactions that constitute the Asset Disposition and offering to repurchase the Notes for the specified purchase price on the date specified in the notice, which date will be no earlier than 30 days and no later than 60 days from the date such notice is delivered, pursuant to the procedures required by this Indenture and described in such notice. (c) To the extent that the aggregate amount of Notes and Pari Passu Indebtedness so validly tendered and not properly withdrawn pursuant to an Asset Disposition Offer is less than the Excess Proceeds, the Issuer may use any remaining Excess Proceeds for any purpose not prohibited by this Indenture. If the aggregate principal amount of the Notes surrendered in any Asset Disposition Offer by Holders and other Pari Passu Indebtedness surrendered by holders or lenders, collectively, exceeds the amount of Excess Proceeds, the Excess Proceeds shall be allocated among the Notes and Pari Passu Indebtedness to be purchased on a pro rata basis on the basis of the aggregate principal amount of tendered Notes and Pari Passu Indebtedness provided that no Notes or other Pari Passu Indebtedness will be selected and purchased in an unauthorized denomination. Upon completion of any Asset Disposition Offer, the amount of Excess Proceeds shall be reset at zero. (d) To the extent that any portion of Net Available Cash payable in respect of the Notes is denominated in a currency other than U.S. dollars, the amount thereof payable in respect of the Notes shall not exceed the net amount of funds in U.S. dollars that is actually received by the Issuer upon converting such portion into U.S. dollars. (e) Notwithstanding any other provisions of this Section 4.06 except 3.5, (i) to the extent that any or all the Net Available Cash of any Asset Disposition by a Foreign Subsidiary (a “Foreign Disposition”) is prohibited or delayed by applicable local law from being repatriated to the United States, the portion of such Net Available Cash so affected will not be required to be applied in compliance with this Section 3.5, and such amounts may be retained by the applicable Foreign Subsidiary so long, but only so long, as the applicable local law will not permit repatriation to the United States (the Issuer hereby agreeing to cause the applicable Foreign Subsidiary to promptly take all commercially reasonable actions available under the applicable local law to permit such repatriation), and once such repatriation of any of such affected Net Available Cash is permitted under the applicable local law, such repatriation will be promptly effected and such repatriated Net Available Cash will be promptly (and in any event not later than three (3) Business Days after such repatriation) applied (net of additional Taxes payable or reserved against as a result thereof) in compliance with this Section 3.5 and (ii) to the extent that the aggregate Issuer has determined in good faith that repatriation of any of or all the Net Available Cash from all Asset Dispositions which is not applied of any Foreign Disposition would have a material adverse Tax consequence (taking into account any foreign tax credit or benefit received in accordance connection with this covenant exceeds $20.0 million. Pending application of such repatriation) with respect to such Net Available Cash, the Net Available Cash pursuant to this Section 4.06, such Net Available Cash shall so affected may be invested in Temporary Cash Investments or applied to temporarily reduce revolving credit Indebtedness. retained by the applicable Foreign Subsidiary. (f) For the purposes of this Section 4.06(a)3.5(a)(2) hereof, the following are will be deemed to be cash or cash equivalentscash: (1i) the assumption or discharge by the transferee of Indebtedness or other liabilities contingent or otherwise of BZ Holdings (other than obligations in respect of Disqualified Stock of BZ Holdings) the Issuer or any a Restricted Subsidiary (other than obligations in respect Subordinated Indebtedness of Disqualified Stock or Preferred Stock of an the Issuer or a Subsidiary Guarantor) and the release of BZ Holdings the Issuer or such Restricted Subsidiary from all liability on such Indebtedness or other liability in connection with such Asset Disposition; (ii) securities, notes or other obligations received by the Issuer or any Restricted Subsidiary of the Issuer from the transferee that are converted by the Issuer or such Restricted Subsidiary into cash or Cash Equivalents within 180 days following the closing of such Asset Disposition; (iii) Indebtedness of any Restricted Subsidiary that is no longer a Restricted Subsidiary as a result of such Asset Disposition, to the extent that the Issuer and each other Restricted Subsidiary are released from any Guarantee of payment of such Indebtedness in connection with such Asset Disposition; (2iv) securities consideration consisting of Indebtedness of the Issuer (other than Subordinated Indebtedness) received by BZ Holdings after the Issue Date from Persons who are not the Issuer or any Restricted Subsidiary from the transferee that are converted by BZ Holdings or such Restricted Subsidiary into cash within 180 days after such Asset Disposition, to the extent of the cash received in that conversionSubsidiary; and (3v) any Designated Non-cash Cash Consideration received by BZ Holdings the Issuer or any Restricted Subsidiary in an such Asset Disposition Dispositions having an aggregate Fair Market Valuefair market value, taken together with all other Designated Non-cash Cash Consideration received pursuant to this clause (3) (unless such Designated Non-cash Consideration has been converted into cash, which cash shall be treated after such conversion as Net Available Cash)Section 3.5 that is at that time outstanding, not to exceed 7.5the greater of $750.0 million and 2.25% of Consolidated Net Tangible Total Assets at the time of the receipt of such Designated Non-cash Consideration (with the Fair Market Value fair market value of each item of Designated Non-cash Cash Consideration being measured at the time received and without giving effect to subsequent changes in value). (bg) In Upon the event commencement of an Asset Disposition that requires the purchase of Notes (and other Senior Indebtedness of Boise Paper Holdings) pursuant to Section 4.06 (a)(3)(C), the Issuers shall purchase Notes tendered pursuant to an offer by the Issuers for the Notes (and such other Senior Indebtedness) (the “Offer”) at a purchase price of 100% of their principal amount (or, in the event such other Senior Indebtedness of Boise Paper Holdings was issued with original issue discount, 100% of the accreted value with respect thereto) without premium, plus accrued but unpaid interest (or, in respect of such other Senior Indebtedness of Boise Paper Holdings, such lesser price, if any, as may be provided for by the terms of such Senior Indebtedness) in accordance with the procedures (including prorating in the event of oversubscription) set forth in Section 4.06(c). If the aggregate purchase price of the securities tendered exceeds the Net Available Cash allotted to their purchase, the Issuers shall select the securities to be purchased on a pro rata basis but in round denominations, which in the case of the Notes shall be denominations of $1,000 principal amount (subject to the $2,000 minimum denomination) or multiples thereof. If the aggregate purchase price of the securities purchased pursuant to such offer in accordance with this Section 4.06 is less than the Net Available Cash offered therefor, the Issuers may use any such excess Net Available Cash for general corporate purposes or any other purpose, in each case not prohibited by this Indenture. The Issuers shall not be required to make such an Offer to purchase Notes (and other Senior Indebtedness of Boise Paper Holdings) pursuant to this Section 4.06 if the Net Available Cash available therefor is less than $20.0 million (which lesser amount shall be carried forward for purposes of determining whether such an Offer is required with respect to the Net Available Cash from any subsequent Asset Disposition). Upon completion of such an Offer, Net Available Cash shall be deemed to be reduced by the aggregate amount of such Offer (regardless of the amount of Notes tendered in such Offer). (1) Promptly, and in any event within 10 days after the Issuers become obligated to make an Offer, the Issuers Issuer shall deliver send, or cause to be sent, by first class mail, a notice to the Trustee and send, by first-class mail to each Holder, a written notice stating that the Holder may elect to have his Notes purchased by the Issuers either in whole or in part (subject to prorating as described in Section 4.06(b) in the event the Offer is oversubscribed) in integral multiples of $1,000 of principal amount (subject to the $2,000 minimum denomination), at the applicable purchase priceits registered address. The notice shall specify a purchase date not less than 30 days nor more than 60 days after the date of such notice (the “Purchase Date”) and shall contain such information concerning the business of BZ Holdings and the Restricted Subsidiaries which the Issuers in good faith believe will enable such Holders to make an informed decision and all instructions and materials necessary to enable such Holder to tender Notes pursuant to the Asset Disposition Offer. Any Asset Disposition Offer shall be made to all Holders. The notice, which shall govern the terms of the Asset Disposition Offer, together with shall state: (1) that the information contained in clause Asset Disposition Offer is being made pursuant to this Section 3.5 and that, to the extent lawful, all Notes tendered and not withdrawn shall be accepted for payment (3unless prorated).; (2) Not the Asset Disposition payment amount, the Asset Disposition offered price, and the date on which Notes tendered and accepted for payment shall be purchased, which date shall be at least 30 days and not later than 60 days from the date upon which written notice of an Offer such notices is delivered to the Trustee as provided below, the Issuers shall deliver to the Trustee an Officers’ Certificate as to (A) the amount of the Offer mailed (the “Offer AmountAsset Sale Payment Date”), including information as to ; (3) that any other Senior Indebtedness included in the Offer, (B) the allocation of the Net Available Cash from the Asset Dispositions pursuant to which such Offer is being made and (C) the compliance of such allocation with the provisions of Section 4.06(a) and (b). On such date, the Issuers shall also irrevocably deposit with the Trustee Notes not tendered or with a Paying Agent (or, if an Issuer is acting as its own Paying Agent, segregate and hold in trust) in Temporary Cash Investments, maturing on the last day prior to the Purchase Date or on the Purchase Date if funds are immediately available by open of business, an amount equal to the Offer Amount to be held accepted for payment shall continue to accrue interest in accordance with the provisions of this Section. If terms thereof; (4) that, unless the Offer includes other Senior IndebtednessIssuer defaults in making such payment, the deposit described in the preceding sentence may be made with any other paying agent Notes accepted for payment pursuant to arrangements satisfactory the Asset Disposition Offer shall cease to the Trustee. Upon the expiration of the period for which the Offer remains open (the “Offer Period”), the Issuers shall deliver to the Trustee for cancellation the Notes or portions thereof which have been properly tendered to accrue interest on and are to be accepted by the Issuers. The Trustee shall, on the Purchase Date, mail or deliver payment (or cause the delivery of payment) to each tendering Holder in the amount of the purchase price. In the event that the aggregate purchase price of the Notes delivered by the Issuers to the Trustee is less than the Offer Amount applicable to the Notes, the Trustee shall deliver the excess to the Issuers immediately after the expiration of the Offer Period for application in accordance with this Section 4.06.Asset Sale Payment Date; (35) that Holders electing to have a Note any Notes purchased pursuant to any Asset Disposition Offer shall be required to surrender the NoteNotes, with an appropriate the form duly entitled “Option of Holder to Elect Purchase” on the reverse of the Note completed, to the Issuers Paying Agent at the address specified in the notice at least three Business Days prior to before the Purchase Asset sale Payment Date. ; (6) that Holders shall be entitled to withdraw their election if the Trustee or an Issuer receives Paying Agent receives, not later than one two Business Day Days prior to the Purchase Asset Sale Payment Date, a facsimile transmission or letter notice setting forth the name of the Holder, the principal amount of the Note which was the Holder delivered for purchase by the Holder and a statement that such Holder is withdrawing his its election to have such Note purchased. ; (7) that if the aggregate principal amount of Notes surrendered by Holders exceeds the Asset Disposition payment amount, the Issuer shall select the Notes to be purchased on a pro rata basis (with such adjustments as may be deemed appropriate by the Issuer so that only Notes in denominations of $2,000 or integral multiples of $1,000 in excess thereof shall be purchased); and (8) that Holders whose Notes are were purchased only in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrenderedsurrendered (or transferred by book-entry). (4h) At If the time Asset Sale Payment Date is on or after a record date and on or before the Issuers deliver related interest payment date, any accrued and unpaid interest shall be paid to the Person in whose name a Note is registered at the close of business on such record date, and no additional interest shall be payable to Holders who tender Notes pursuant to the Asset Disposition Offer. (i) On the Asset Sale Payment Date, the Issuer will, to the extent permitted by law, (1) accept for payment all Notes issued by it or portions thereof properly tendered pursuant to the Asset Disposition Offer, (2) deposit with the Paying Agent an amount equal to the aggregate Asset Disposition payment in respect of all Notes or portions thereof so tendered, and (3) deliver, or cause to be delivered, to the Trustee which are for cancellation the Notes so accepted together with an Officer’s Certificate to be accepted for purchase, the Issuers shall also deliver an Officers’ Certificate Trustee stating that such Notes are or portions thereof have been tendered to be accepted and purchased by the Issuers pursuant to and in accordance with the terms of this Section 4.06. A Note shall be deemed to have been accepted for purchase at the time the Trustee, directly or through an agent, mails or delivers payment therefor to the surrendering HolderIssuer. (dj) The Issuers Issuer will comply, to the extent applicable, with the requirements of Section 14(e) of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws or regulations are applicable in connection with the repurchase of Notes pursuant to this Section 4.063.5. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.06Indenture, the Issuers shall Issuer will comply with the applicable securities laws and regulations and shall not be deemed to have breached their its obligations under this Section 4.06 Indenture by virtue of their compliance with such securities laws or regulationsthereof.

Limitation on Sales of Assets and Subsidiary Stock. (a) BZ Holdings The Issuer shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, consummate make any Asset Disposition unless: unless (1i) BZ Holdings the Issuer or such Restricted Subsidiary receives consideration at the time of such Asset Disposition at least equal to the Fair Market Value fair market value, as determined in good faith by the Board of Directors (including as to the value of all non-cash consideration) ), of the shares and assets subject to such Asset Disposition; , (2ii) at least 75% of the consideration thereof received by BZ Holdings the Issuer or such Restricted Subsidiary is in the form of cash or cash equivalents; and Cash Equivalents and (3iii) an amount equal to 100% of the Net Available Cash from such Asset Disposition is applied by BZ Holdings the Issuer (or such Restricted Subsidiary, as the case may be: ) (A) first, to the extent BZ Holdings the Issuer or such any Restricted Subsidiary, as the case may ----- be, elects (or is required by the terms of any Senior Indebtedness), to prepay, repay, redeem repay or purchase Senior Indebtedness under any Credit Agreement or Indebtedness (other than any Preferred Stock) of a Restricted Wholly-Owned Subsidiary that is not an Issuer or a Subsidiary Guarantor (in each case other than Indebtedness owed to BZ Holdings the Issuer or an Affiliate of BZ Holdingsthe Issuer) within one year 180 days from the later of the date of such Asset Disposition or the receipt of such Net Available Cash; ; (B) second, to the extent BZ Holdings or of the balance of such Restricted SubsidiaryNet Available Cash after ------ application in accordance with clause (A), as at the case may be, elects, Issuer's election to acquire, make or improve the investment in Additional Assets within one year from the later of the date of such Asset Disposition or the receipt of such Net Available Cash; ; (C) third, to ----- the extent of the balance of such Net Available Cash after application and in accordance with clauses (A) and (B), to make an offer to purchase Senior Subordinated Notes and other pari passu debt obligations subject to a similar covenant at par plus accrued and unpaid interest, if any, thereon; (D) fourth, ------ to the extent of the balance of such Net Available Cash after application and in accordance with clauses (A), (B) and (C), to make an offer to purchase the Capital Discount Notes and other pari passu debt obligations subject to a similar covenant at par plus accrued and unpaid interest, if any, thereon; (E) fifth, to the extent of the balance of such Net Available Cash after application and in accordance with clauses (A), (B), (C) and (D) to make an offer to purchase (an "Offer") the New Discount Notes at a price in cash equal to, prior to June 30, 2003, 100% of the Accreted Value thereof on the purchase date and, thereafter, 100% of the Accreted Value thereof plus accrued and unpaid interest to the purchase date; and (F) sixth, to the extent of the balance of such Net Available Cash after application in accordance with clauses (A) and ), (B), to make an offer to the Holders of the Notes (and to holders of other Senior Indebtedness of Boise Paper Holdings designated by Boise Paper Holdings) to purchase Notes (and such other Senior Indebtedness of Boise Paper Holdings) pursuant to and subject to the conditions contained in this Indenture; and C), (D) to enter into binding commitments to take any of the actions described in clauses (A) and (B), and take such actions within one year of entering into such commitmentE) for other general corporate purposes not prohibited by the Indenture; provided, however, that that, in connection with any prepayment, repayment or purchase of Indebtedness pursuant to clause (A) or (C) above, BZ Holdings the Issuer or such Restricted Subsidiary shall permanently retire such Indebtedness and shall cause the related loan commitment (if any) to be permanently reduced in an amount equal to the principal amount so prepaid, repaid or purchased. Notwithstanding the foregoing provisions of this Section 4.06provisions, BZ Holdings the Issuer and the its Restricted Subsidiaries will shall not be required to apply any Net Available Cash in accordance with this Section 4.06 herewith except to the extent that the aggregate Net Available Cash from all Asset Dispositions which is are not applied in accordance with this covenant exceeds exceed $20.0 5 million. Pending application of the Issuer shall not be required to make an Offer for the New Discount Notes pursuant to this covenant if the Net Available Cash pursuant available therefor (after application of the proceeds as provided in clauses (A), (B), (C)and (D)) are less than $5 million for any particular Asset Disposition (which lesser amounts shall be carried forward for purposes of determining whether an Offer is required with respect to this Section 4.06, such the Net Available Cash shall be invested in Temporary Cash Investments or applied to temporarily reduce revolving credit Indebtedness. from any subsequent Asset Disposition). (b) For the purposes of this Section 4.06(a)covenant, the following are will be deemed to be cash or cash equivalents: cash: (1x) the assumption or discharge by the transferee of Indebtedness of BZ Holdings (other than obligations in respect of Disqualified Stock of BZ Holdings) or any Restricted Subsidiary (other than obligations in respect of Disqualified Stock or Preferred Stock of an the Issuer or a Subsidiary Guarantor) and the release of BZ Holdings the Issuer or such Restricted Subsidiary from all liability on such Indebtedness in connection with such Asset Disposition; Disposition (2in which case the Issuer shall, without further action, be deemed to have applied such assumed Indebtedness in accordance with clause (A) of the preceding paragraph), (y) securities received by BZ Holdings the Issuer or any Restricted Subsidiary of the Issuer from the transferee that are promptly converted by BZ Holdings the Issuer or such Restricted Subsidiary into cash within 180 days after such Asset Disposition, to the extent of the cash received in that conversion; and and (3z) any Designated Non-cash Noncash Consideration received by BZ Holdings the Issuer or any of its Restricted Subsidiary Subsidiaries in an such Asset Disposition having an aggregate Fair Market Valuefair market value, taken together with all other Designated Non-cash Noncash Consideration received pursuant to this clause (3z) (unless such Designated Non-cash Consideration has been converted into cash, which cash shall be treated after such conversion as Net Available Cash)that is at that time outstanding, not to exceed 7.510% of Consolidated Net Tangible Assets of the Issuer at the time of the receipt of such Designated Non-cash Noncash Consideration (with the Fair Market Value fair market value of each item of Designated Non-cash Noncash Consideration being measured at the time received and without giving effect to subsequent changes in value). (bc) In the event of an Asset Disposition that requires the purchase of New Discount Notes (and other Senior Indebtedness of Boise Paper Holdings) pursuant to Section 4.06 clause (a)(3)(Ca)(iii)(E), the Issuers shall Issuer will be required to purchase New Discount Notes tendered pursuant to an offer by the Issuers Issuer for the New Discount Notes (and such other Senior Indebtedness) (the “Offer”) at a purchase price of 100% of their principal amount (orin cash equal to, in the event such other Senior Indebtedness of Boise Paper Holdings was issued with original issue discountprior to June 30, 2003, 100% of the accreted value with respect thereto) without premiumAccreted Value thereof on the purchase date and, thereafter, 100% of the Accreted Value thereof plus accrued but and unpaid interest (or, in respect of such other Senior Indebtedness of Boise Paper Holdings, such lesser priceinterest, if any, as may be provided for by to the terms of such Senior Indebtedness) purchase date in accordance with the procedures (including prorating in the event of oversubscription) set forth in Section 4.06(c)the Indenture. If the aggregate purchase price of the securities New Discount Notes tendered exceeds the Net Available Cash allotted to their purchase, the Issuers shall select the securities to be purchased on a pro rata basis but in round denominations, which in the case of the Notes shall be denominations of $1,000 principal amount (subject pursuant to the $2,000 minimum denomination) or multiples thereof. If the aggregate purchase price of the securities purchased pursuant to such offer in accordance with this Section 4.06 is less than the Net Available Cash offered thereforallotted to the purchase of the New Discount Notes, the Issuers may use any such excess Issuer will apply the remaining Net Available Cash for general corporate purposes or any other purpose, in each case not prohibited by this Indenture. The Issuers shall not be required to make such an Offer to purchase Notes (and other Senior Indebtedness of Boise Paper Holdings) pursuant to this Section 4.06 if the Net Available Cash available therefor is less than $20.0 million (which lesser amount shall be carried forward for purposes of determining whether such an Offer is required with respect to the Net Available Cash from any subsequent Asset Disposition). Upon completion of such an Offer, Net Available Cash shall be deemed to be reduced by the aggregate amount of such Offer (regardless of the amount of Notes tendered in such Offer). (1) Promptly, and in any event within 10 days after the Issuers become obligated to make an Offer, the Issuers shall deliver to the Trustee and send, by first-class mail to each Holder, a written notice stating that the Holder may elect to have his Notes purchased by the Issuers either in whole or in part (subject to prorating as described in Section 4.06(b) in the event the Offer is oversubscribed) in integral multiples of $1,000 of principal amount (subject to the $2,000 minimum denomination), at the applicable purchase price. The notice shall specify a purchase date not less than 30 days nor more than 60 days after the date of such notice (the “Purchase Date”) and shall contain such information concerning the business of BZ Holdings and the Restricted Subsidiaries which the Issuers in good faith believe will enable such Holders to make an informed decision and all instructions and materials necessary to tender Notes pursuant to the Offer, together with the information contained in clause (3). (2) Not later than the date upon which written notice of an Offer is delivered to the Trustee as provided below, the Issuers shall deliver to the Trustee an Officers’ Certificate as to (A) the amount of the Offer (the “Offer Amount”), including information as to any other Senior Indebtedness included in the Offer, (B) the allocation of the Net Available Cash from the Asset Dispositions pursuant to which such Offer is being made and (C) the compliance of such allocation with the provisions of Section 4.06(a) and (b). On such date, the Issuers shall also irrevocably deposit with the Trustee or with a Paying Agent (or, if an Issuer is acting as its own Paying Agent, segregate and hold in trust) in Temporary Cash Investments, maturing on the last day prior to the Purchase Date or on the Purchase Date if funds are immediately available by open of business, an amount equal to the Offer Amount to be held for payment in accordance with the provisions of this Section. If the Offer includes other Senior Indebtedness, the deposit described in the preceding sentence may be made with any other paying agent pursuant to arrangements satisfactory to the Trustee. Upon the expiration of the period for which the Offer remains open clause (the “Offer Period”), the Issuers shall deliver to the Trustee for cancellation the Notes or portions thereof which have been properly tendered to and are to be accepted by the Issuers. The Trustee shall, on the Purchase Date, mail or deliver payment (or cause the delivery of paymenta)(iii)(F) to each tendering Holder in the amount of the purchase price. In the event that the aggregate purchase price of the Notes delivered by the Issuers to the Trustee is less than the Offer Amount applicable to the Notes, the Trustee shall deliver the excess to the Issuers immediately after the expiration of the Offer Period for application in accordance with this Section 4.06. (3) Holders electing to have a Note purchased shall be required to surrender the Note, with an appropriate form duly completed, to the Issuers at the address specified in the notice at least three Business Days prior to the Purchase Date. Holders shall be entitled to withdraw their election if the Trustee or an Issuer receives not later than one Business Day prior to the Purchase Date, a facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note which was delivered for purchase by the Holder and a statement that such Holder is withdrawing his election to have such Note purchased. Holders whose Notes are purchased only in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered. (4) At the time the Issuers deliver Notes to the Trustee which are to be accepted for purchase, the Issuers shall also deliver an Officers’ Certificate stating that such Notes are to be accepted by the Issuers pursuant to and in accordance with the terms of this Section 4.06. A Note shall be deemed to have been accepted for purchase at the time the Trustee, directly or through an agent, mails or delivers payment therefor to the surrendering Holderabove. (d) The Issuers Issuer will comply, to the extent applicable, with the requirements of Section 14(e) of the Exchange Act and any other securities laws or regulations in connection with the repurchase of New Discount Notes pursuant to this Section 4.06the Indenture. To the extent that the provisions of any securities laws or regulations conflict with provisions of this Section 4.06covenant, the Issuers shall Issuer will comply with the applicable securities laws and regulations and shall will not be deemed to have breached their its obligations under this Section 4.06 the Indenture by virtue of their compliance with such securities laws or regulationsthereof.

Limitation on Sales of Assets and Subsidiary Stock. (a) BZ Holdings The Company shall not, and shall not permit any of its Restricted Subsidiaries Subsidiary to, directly or indirectly, consummate any Asset Disposition unless: (1) BZ Holdings the Company or such Restricted Subsidiary receives consideration at the time of such Asset Disposition at least equal to the Fair Market Value fair market value (including as to the value of all non-cash consideration) ), as determined in good faith by the Board of Directors of the Company, of the shares and assets subject to such Asset Disposition; (2) at least 75% of the consideration thereof received by BZ Holdings the Company or such Restricted Subsidiary is in the form of cash or cash equivalents; and (3) an amount equal to 100% of the Net Available Cash from such Asset Disposition is applied by BZ Holdings the Company (or such Restricted Subsidiary, as the case may be) pursuant to one or more of the following: (A) to the extent BZ Holdings or such Restricted Subsidiary, as the case may be, Company elects (or is required by the terms of any Indebtedness), to prepay, repay, redeem or purchase Senior Indebtedness under any Credit Agreement of the Company or Indebtedness (other than any Preferred Disqualified Stock) of a Restricted Subsidiary that is not an Issuer or a Subsidiary Guarantor (in each case other than Indebtedness owed to BZ Holdings the Company or an Affiliate of BZ Holdingsthe Company) within one year from the later of the date of such Asset Disposition or the receipt of such Net Available Cash; (B) to the extent BZ Holdings or such Restricted Subsidiary, as the case may be, Company elects, to acquire, make or improve acquire Additional Assets within one year from the later of the date of such Asset Disposition or the receipt of such Net Available Cash;; and (C) to the extent the Company elects, or to the extent of the balance of such Net Available Cash after application in accordance with clauses (A) and (B)) above, to make an offer Offer to the Holders holders of the Notes Securities (and to holders of other Senior Subordinated Indebtedness of Boise Paper Holdings the Company designated by Boise Paper Holdingsthe Company) to purchase Notes Securities (and such other Senior Subordinated Indebtedness of Boise Paper Holdingsthe Company) pursuant to and subject to the conditions contained in this Indentureof Section 4.06(b); and (D) to enter into binding commitments to take any of the actions described in clauses (A) and (B)PROVIDED, and take such actions within one year of entering into such commitment; provided, howeverHOWEVER, that in connection with any prepayment, repayment or purchase of Indebtedness pursuant to clause (A) or (C) above, BZ Holdings the Company or such Restricted Subsidiary shall permanently retire such Indebtedness and shall cause the related loan commitment (if any) to be permanently reduced in an amount equal to the principal amount so prepaid, repaid or purchased. Notwithstanding the foregoing provisions of this Section 4.06, BZ Holdings the Company and the Restricted Subsidiaries will shall not be required to apply any Net Available Cash in accordance with this Section 4.06 4.06(a) except to the extent that the aggregate Net Available Cash from all Asset Dispositions which is not applied in accordance with this covenant Section 4.06(a) exceeds $20.0 10.0 million. Pending application of Net Available Cash pursuant to this Section 4.064.06(a), such Net Available Cash shall be invested in Temporary Cash Investments or applied to temporarily reduce revolving credit Indebtednessindebtedness. For the purposes of this Section 4.06(a), any of the following are deemed to be cash or cash equivalents: (1) the assumption or discharge of Indebtedness of BZ Holdings (other than obligations in respect of Disqualified Stock of BZ Holdings) the Company or any Restricted Subsidiary (other than obligations in respect of Disqualified Stock or Preferred Stock of an Issuer or a Subsidiary Guarantor) and the release of BZ Holdings the Company or such Restricted Subsidiary from all liability on such Indebtedness in connection with such Asset Disposition; (2) securities securities, notes or other obligations received by BZ Holdings the Company or any Restricted Subsidiary from the transferee that are converted by BZ Holdings the Company or such Restricted Subsidiary into cash (within 180 days after such Asset Disposition, Disposition (to the extent of the cash received in that conversionreceived)); and (3) any Designated Non-cash Consideration received Additional Assets (so long as such Additional Assets are acquired for fair market value in connection with the transaction giving rise to such Asset Disposition, as determined in good faith by BZ Holdings the Board of Directors of the Company or any such Restricted Subsidiary in an Asset Disposition having an aggregate Fair Market ValueSubsidiary, taken together with all other Designated Non-cash Consideration received as applicable), which Additional Assets shall be deemed to have been acquired pursuant to this clause (3Section 4.06(a)(3)(A) (unless in connection with such Designated Non-cash Consideration has been converted into cash, which cash shall be treated after such conversion as Net Available Cash), not to exceed 7.5% of Consolidated Net Tangible Assets at the time of the receipt of such Designated Non-cash Consideration (with the Fair Market Value of each item of Designated Non-cash Consideration being measured at the time received and without giving effect to subsequent changes in value)Asset Disposition. (b) In the event of an Asset Disposition that requires the purchase of Notes Securities (and other Senior Subordinated Indebtedness of Boise Paper Holdingsthe Company) pursuant to Section 4.06 (a)(3)(C), the Issuers shall purchase Notes tendered pursuant to an offer by the Issuers for the Notes (and such other Senior Indebtedness) (the “Offer”) at a purchase price of 100% of their principal amount (or, in the event such other Senior Indebtedness of Boise Paper Holdings was issued with original issue discount, 100% of the accreted value with respect thereto) without premium, plus accrued but unpaid interest (or, in respect of such other Senior Indebtedness of Boise Paper Holdings, such lesser price, if any, as may be provided for by the terms of such Senior Indebtedness) in accordance with the procedures (including prorating in the event of oversubscription) set forth in Section 4.06(c). If the aggregate purchase price of the securities tendered exceeds the Net Available Cash allotted to their purchase, the Issuers shall select the securities to be purchased on a pro rata basis but in round denominations, which in the case of the Notes shall be denominations of $1,000 principal amount (subject to the $2,000 minimum denomination) or multiples thereof. If the aggregate purchase price of the securities purchased pursuant to such offer in accordance with this Section 4.06 is less than the Net Available Cash offered therefor, the Issuers may use any such excess Net Available Cash for general corporate purposes or any other purpose, in each case not prohibited by this Indenture. The Issuers shall not be required to make such an Offer to purchase Notes (and other Senior Indebtedness of Boise Paper Holdings) pursuant to this Section 4.06 if the Net Available Cash available therefor is less than $20.0 million (which lesser amount shall be carried forward for purposes of determining whether such an Offer is required with respect to the Net Available Cash from any subsequent Asset Disposition). Upon completion of such an Offer, Net Available Cash shall be deemed to be reduced by the aggregate amount of such Offer (regardless of the amount of Notes tendered in such Offer). (1) Promptly, and in any event within 10 days after the Issuers become obligated to make an Offer, the Issuers shall deliver to the Trustee and send, by first-class mail to each Holder, a written notice stating that the Holder may elect to have his Notes purchased by the Issuers either in whole or in part (subject to prorating as described in Section 4.06(b) in the event the Offer is oversubscribed) in integral multiples of $1,000 of principal amount (subject to the $2,000 minimum denomination), at the applicable purchase price. The notice shall specify a purchase date not less than 30 days nor more than 60 days after the date of such notice (the “Purchase Date”) and shall contain such information concerning the business of BZ Holdings and the Restricted Subsidiaries which the Issuers in good faith believe will enable such Holders to make an informed decision and all instructions and materials necessary to tender Notes pursuant to the Offer, together with the information contained in clause (3). (2) Not later than the date upon which written notice of an Offer is delivered to the Trustee as provided below, the Issuers shall deliver to the Trustee an Officers’ Certificate as to (A) the amount of the Offer (the “Offer Amount”), including information as to any other Senior Indebtedness included in the Offer, (B) the allocation of the Net Available Cash from the Asset Dispositions pursuant to which such Offer is being made and (C) the compliance of such allocation with the provisions of Section 4.06(a) and (b). On such date, the Issuers shall also irrevocably deposit with the Trustee or with a Paying Agent (or, if an Issuer is acting as its own Paying Agent, segregate and hold in trust) in Temporary Cash Investments, maturing on the last day prior to the Purchase Date or on the Purchase Date if funds are immediately available by open of business, an amount equal to the Offer Amount to be held for payment in accordance with the provisions of this Section. If the Offer includes other Senior Indebtedness, the deposit described in the preceding sentence may be made with any other paying agent pursuant to arrangements satisfactory to the Trustee. Upon the expiration of the period for which the Offer remains open (the “Offer Period”), the Issuers shall deliver to the Trustee for cancellation the Notes or portions thereof which have been properly tendered to and are to be accepted by the Issuers. The Trustee shall, on the Purchase Date, mail or deliver payment (or cause the delivery of payment) to each tendering Holder in the amount of the purchase price. In the event that the aggregate purchase price of the Notes delivered by the Issuers to the Trustee is less than the Offer Amount applicable to the Notes, the Trustee shall deliver the excess to the Issuers immediately after the expiration of the Offer Period for application in accordance with this Section 4.06. (3) Holders electing to have a Note purchased shall be required to surrender the Note, with an appropriate form duly completed, to the Issuers at the address specified in the notice at least three Business Days prior to the Purchase Date. Holders shall be entitled to withdraw their election if the Trustee or an Issuer receives not later than one Business Day prior to the Purchase Date, a facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note which was delivered for purchase by the Holder and a statement that such Holder is withdrawing his election to have such Note purchased. Holders whose Notes are purchased only in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered. (4) At the time the Issuers deliver Notes to the Trustee which are to be accepted for purchase, the Issuers shall also deliver an Officers’ Certificate stating that such Notes are to be accepted by the Issuers pursuant to and in accordance with the terms of this Section 4.06. A Note shall be deemed to have been accepted for purchase at the time the Trustee, directly or through an agent, mails or delivers payment therefor to the surrendering Holder. (d) The Issuers will comply, to the extent applicable, with the requirements of Section 14(e) of the Exchange Act and any other securities laws or regulations in connection with the repurchase of Notes pursuant to this Section 4.06. To the extent that the provisions of any securities laws or regulations conflict with provisions of this Section 4.06, the Issuers shall comply with the applicable securities laws and regulations and shall not be deemed to have breached their obligations under this Section 4.06 by virtue of their compliance with such securities laws or regulations.to

Limitation on Sales of Assets and Subsidiary Stock. (a) BZ Holdings The Company shall not, and shall not permit any of its Restricted Subsidiaries Subsidiary to, directly or indirectly, consummate make any Asset Disposition unless: unless (1i) BZ Holdings the Company or such Restricted Subsidiary receives consideration at the time of such Asset Disposition at least equal to the Fair Market Value fair market value, as determined in good faith by the Board of Directors (including as to the value of all non-cash consideration) ), of the shares and assets subject to such Asset Disposition; (2) Disposition and at least 7590% of the consideration thereof received by BZ Holdings the Company or such Restricted Subsidiary is in the form of cash or cash equivalents; and and (3ii) an amount equal to 100% of the Net Available Cash from such Asset Disposition is applied by BZ Holdings the Company (or such Restricted Subsidiary, as the case may be: ) (A) first, to the extent BZ Holdings or such Restricted Subsidiary, as the case may be, Company elects (or is required by the terms of any IndebtednessDebt), to prepay, repay, redeem repay or purchase Indebtedness under any Credit Agreement Senior Debt or Indebtedness Debt (other than any Preferred Redeemable Stock) of a Restricted Wholly Owned Subsidiary that is not an Issuer or a Subsidiary Guarantor (in each case other than Indebtedness Debt owed to BZ Holdings the Company or an Affiliate of BZ Holdingsthe Company) within one year 60 days from the later of the date of such Asset Disposition or the receipt of such Net Available Cash; ; (B) second, to the extent BZ Holdings of the balance of such Net Available Cash after application in accordance with clause (A), at the Company's election to the investment by the Company or any Restricted Subsidiary in assets to replace the assets that were the subject of such Restricted SubsidiaryAsset Disposition or in assets that, as determined by the case may beBoard of Directors and evidenced by resolutions of the Board of Directors, electswill be used in the businesses of the Company and its Restricted Subsidiaries existing on the Issue Date or in businesses reasonably related thereto, to acquire, make or improve Additional Assets in all cases within one year from 270 days after the later of the date of such Asset Disposition or the receipt of such Net Available Cash; ; (C) third, to the extent the Company is entitled pursuant to then existing contractual limitations to receive dividends and distributions from the relevant Restricted Subsidiary and to the extent of the balance of such Net Available Cash after application in accordance with clauses (A) and (B), to make an offer to the Holders of the Notes (and to holders of other Senior Indebtedness of Boise Paper Holdings designated by Boise Paper Holdings) to purchase Notes (and such other Senior Indebtedness of Boise Paper Holdings) pursuant to and subject to the conditions contained in this IndentureIndenture to the Holders (and to holders of other Debt designated by the Company that is pari passu with the Securities) to purchase Securities (and such other Debt) at a purchase price of 100% of the principal amount thereof (without premium) plus accrued and unpaid interest (or in respect of such other Debt such lesser price, if any, as may be provided for by the terms of such other Debt); and and (D) fourth, to enter into binding commitments to take any the extent of the actions described balance of such Net Available Cash after application in accordance with clauses (A), (B) and (BC), to the prepayment, repayment or purchase of Debt (other than any Redeemable Stock) of the Company (other than Debt owed to an Affiliate of the Company) or Debt of any Restricted Subsidiary (other than Debt owed to the Company or an Affiliate of the Company), in each case within 360 days after the later of the receipt of such Net Available Cash and take such actions within one year of entering into such commitmentthe date the offer described in clause (C) is consummated; provided, however, that that, in connection with any prepayment, repayment or purchase of Indebtedness Debt pursuant to clause (A), (C) or (CD) above, BZ Holdings the Company or such Restricted Subsidiary shall permanently retire such Indebtedness Debt and shall cause the related loan commitment (if any) to be permanently reduced in an amount equal to the principal amount so prepaid, repaid or purchased. Notwithstanding the foregoing provisions of this Section 4.06, BZ Holdings the Company and the Restricted Subsidiaries will shall not be required to apply any Net Available Cash in accordance with this Section 4.06 except to the extent that the aggregate Net Available Cash from all Asset Dispositions which is are not applied in accordance with this covenant Section 4.06 exceeds $20.0 million5,000,000. The Company shall not permit any Non-Recourse Subsidiary to make any Asset Disposition unless such Non-Recourse Subsidiary receives consideration at the time of such Asset Disposition at least equal to the fair market value of the shares or assets so disposed of. Pending application of Net Available Cash pursuant to this Section 4.06, such Net Available Cash shall be invested in Temporary Cash Investments or applied to temporarily reduce revolving credit Indebtedness. For the purposes of this Section 4.06(a), the following are deemed to be cash or cash equivalents: (1) the assumption or discharge of Indebtedness of BZ Holdings (other than obligations in respect of Disqualified Stock of BZ Holdings) or any Restricted Subsidiary (other than obligations in respect of Disqualified Stock or Preferred Stock of an Issuer or a Subsidiary Guarantor) and the release of BZ Holdings or such Restricted Subsidiary from all liability on such Indebtedness in connection with such Asset Disposition; (2) securities received by BZ Holdings or any Restricted Subsidiary from the transferee that are converted by BZ Holdings or such Restricted Subsidiary into cash within 180 days after such Asset Disposition, to the extent of the cash received in that conversion; and (3) any Designated Non-cash Consideration received by BZ Holdings or any Restricted Subsidiary in an Asset Disposition having an aggregate Fair Market Value, taken together with all other Designated Non-cash Consideration received pursuant to this clause (3) (unless such Designated Non-cash Consideration has been converted into cash, which cash shall be treated after such conversion as Net Available Cash), not to exceed 7.5% of Consolidated Net Tangible Assets at the time of the receipt of such Designated Non-cash Consideration (with the Fair Market Value of each item of Designated Non-cash Consideration being measured at the time received and without giving effect to subsequent changes in value)Permitted Investments. (b) In the event of an Asset Disposition that requires the purchase of Notes Securities (and other Senior Indebtedness of Boise Paper HoldingsDebt that is pari passu with the Securities) pursuant to Section 4.06 (a)(3)(C4.06(a)(ii)(C), the Issuers shall Company will be required to purchase Notes Securities tendered pursuant to an offer by the Issuers Company for the Notes Securities (and such other Senior IndebtednessDebt) (the “"Offer”") at a purchase price of 100% of their principal amount (or, set forth in the event such other Senior Indebtedness of Boise Paper Holdings was issued with original issue discount, 100% of the accreted value with respect thereto) without premium, plus accrued but unpaid interest (or, in respect of such other Senior Indebtedness of Boise Paper Holdings, such lesser price, if any, as may be provided for by the terms of such Senior IndebtednessSection 4.06(a) in accordance with the procedures (including prorating in the event of oversubscription) set forth in Section 4.06(c). If the aggregate purchase price of the securities tendered exceeds the Net Available Cash allotted to their purchase, the Issuers shall select the securities to be purchased on a pro rata basis but in round denominations, which in the case of the Notes shall be denominations of $1,000 principal amount (subject to the $2,000 minimum denomination) or multiples thereof. If the aggregate purchase price of the securities purchased pursuant to such offer in accordance with this Section 4.06 is less than the Net Available Cash offered therefor, the Issuers may use any such excess Net Available Cash for general corporate purposes or any other purpose, in each case not prohibited by this Indenture. The Issuers Company shall not be required to make such an Offer to purchase Notes (and other Senior Indebtedness of Boise Paper Holdings) pursuant to this Section 4.06 if the Net Available Cash available therefor is less than $20.0 million 5,000,000 for any particular Asset Disposition (which lesser amount shall be carried forward for purposes of determining whether such an Offer is required with respect to the Net Available Cash from any subsequent Asset Disposition). Upon completion ; provided, however, that any such Asset Disposition the proceeds of such an Offer, Net Available Cash which do not exceed $1,000,000 shall be deemed to be reduced by excluded from the aggregate amount of such Offer (regardless of the amount of Notes tendered in such Offeraforementioned calculation). (1) Promptly, and in any event within 10 30 days after the Issuers become Company becomes obligated to make an Offer, the Issuers Company shall be obligated to deliver to the Trustee and send, by first-class mail to each Holder, a written notice stating that the Holder may elect to have his Notes Securities purchased by the Issuers Company either in whole or in part (subject to prorating as hereinafter described in Section 4.06(b) in the event the Offer is oversubscribed) in integral multiples of $1,000 of principal amount (subject to the $2,000 minimum denomination)amount, at the applicable purchase price. The notice shall specify a purchase date not less than 30 days nor more than 60 days after the date of such notice (the “"Purchase Date”") and shall contain such information concerning the business of BZ Holdings and the Restricted Subsidiaries Company which the Issuers Company in good faith believe believes will enable such Holders to make an informed decision (which at a minimum will include (i) the most recently filed Annual Report on Form 10-K (including audited consolidated financial statements) of the Company, the most recent subsequently filed Quarterly Report on Form 10-Q and any Current Report on Form 8-K of the Company filed subsequent to such Quarterly Report, other than Current Reports describing Asset Dispositions otherwise described in the offering materials (or corresponding successor reports), (ii) a description of material developments in the Company's business subsequent to the date of the latest of such Reports, and (iii) if material, appropriate pro forma financial information) and all instructions and materials necessary to tender Notes Securities pursuant to the Offer, together with the information contained in clause (3)) below. (2) Not later than the date upon which written notice of an Offer is delivered to the Trustee as provided below, the Issuers Company shall deliver to the Trustee an Officers’ ' Certificate as to (Ai) the amount of the Offer (the “"Offer Amount”"), including information as to any other Senior Indebtedness included in the Offer, (Bii) the allocation of the Net Available Cash from the Asset Dispositions pursuant to which such Offer is being made and (Ciii) the compliance of such allocation with the provisions of Section 4.06(a) and (b). On such date, the Issuers Company shall also irrevocably deposit with the Trustee or with a Paying Agent paying agent (or, if an Issuer the Company is acting as its own Paying Agentpaying agent, segregate aggregate and hold in trust) in Temporary Cash Investments, maturing on the last day prior to the Purchase Date or on the Purchase Date if funds are immediately available by open of business, funds an amount equal to the Offer Amount to be held for payment in accordance with the provisions of this Section. If the Offer includes other Senior Indebtedness, the deposit described in the preceding sentence may be made with any other paying agent pursuant to arrangements satisfactory to the TrusteeSection 4.06. Upon the expiration of the period for which the Offer remains open (the “"Offer Period”"), the Issuers Company shall deliver to the Trustee for cancellation the Notes Securities or portions thereof which have been properly tendered to and are to be accepted by the IssuersCompany. The Trustee shall, on the Purchase Date, mail or deliver payment (or cause the delivery of payment) to each tendering Holder in the amount of the purchase price. In the event that the aggregate purchase price of the Notes Securities delivered by the Issuers Company to the Trustee is less than the Offer Amount applicable to the NotesAmount, the Trustee shall deliver the excess to the Issuers immediately Company promptly after the expiration of the Offer Period for application in accordance with this Section 4.06Period. (3) Holders electing to have a Note Security purchased shall will be required to surrender the NoteSecurity, with an appropriate the form set forth on the reverse of the Security duly completed, to the Issuers Company at the address specified in the notice at least three ten Business Days prior to the Purchase Date. Holders shall will be entitled to withdraw their election if the Trustee receives not later than three Business Days prior to the Purchase Date, a facsimile transmission (promptly confirmed in writing) or an Issuer receives letter (a copy of which the Trustee shall give to the Company not later than one Business Day prior to the Purchase Date, a facsimile transmission or letter ) setting forth the name of the Holder, the principal amount of the Note Security which was delivered for purchase by the Holder and a statement that such Holder is withdrawing his election to have such Note Security purchased. If at the expiration of the Offer Period the aggregate principal amount at maturity of Securities surrendered by Holders, together with the aggregate purchase price of the other Senior Subordinated Debt surrendered in connection with the Offer, exceeds the Offer Amount, the Company shall select the Securities and such other Senior Subordinated Debt to be purchased on a pro rata basis (with such adjustments as may be deemed appropriate by the Company so that only Securities having a principal amount of $1,000, or integral multiples thereof, shall be purchased). Holders whose Notes Securities are purchased only in part shall will be issued Issued new Notes Securities equal in principal amount at maturity to the unpurchased portion of the Notes Securities surrendered. (4) At the time the Issuers deliver Notes Company delivers Securities to the Trustee which are to be accepted for purchase, the Issuers shall Company will also deliver an Officers’ ' Certificate stating that such Notes Securities are to be accepted by the Issuers Company pursuant to and in accordance with the terms of this Section 4.06Section. A Note Security shall be deemed to have been accepted for purchase at the time the Trustee, directly or through an agent, mails or delivers payment therefor to the surrendering Holder. (d) The Issuers will Company shall comply, to the extent applicable, with the requirements of Section 14(e) of the Exchange Act and any other securities laws or regulations in connection with the repurchase of Notes Securities pursuant to this Section 4.06. To the extent that the provisions of any securities laws or regulations conflict with provisions of this Section 4.06Section, the Issuers Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached their its obligations under this Section 4.06 by virtue of their compliance with such securities laws or regulationsthereof.

Limitation on Sales of Assets and Subsidiary Stock. (a) BZ Holdings The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly in one or indirectlya series of related transactions, consummate any an Asset Disposition unless: Sale unless (1i) BZ Holdings the Company (or such Restricted Subsidiary the Subsidiary, as the case may be) receives consideration at the time of such Asset Disposition Sale at least equal to the Fair Market Value fair market value (including as reasonably determined and evidenced by a resolution of the Board of Directors set forth in an Officers' Certificate delivered to the value of all non-cash considerationTrustee) of the shares assets or Equity Interests issued or sold or otherwise disposed of and assets subject to such Asset Disposition; (2ii) at least 7580% of the consideration thereof therefor received by BZ Holdings the Company or such Restricted Subsidiary is in the form of cash or cash equivalents; and Cash Equivalents, PROVIDED that for purposes of this provision, (3x) an the amount equal to 100% of the Net Available Cash from such Asset Disposition is applied by BZ Holdings or such Restricted Subsidiary, as the case may be: (A) to any liabilities (as shown on the extent BZ Holdings most recent balance sheet of the Company or such Restricted Subsidiary, as Subsidiary or in the case may be, elects (notes thereto) of the Company or is required such Subsidiary that are assumed by the terms transferee of any Indebtedness), to prepay, repay, redeem or purchase Indebtedness under any Credit Agreement or Indebtedness such assets (other than any Preferred Stock) of a Restricted Subsidiary liabilities that is not an Issuer are by their terms PARI PASSU with or a Subsidiary Guarantor (in each case other than Indebtedness owed subordinated to BZ Holdings the Securities or an Affiliate of BZ Holdings) within one year from the later guarantee of the date Guarantors, as applicable) and (B) any securities or other obligations received by the Company or any such Subsidiary from such transferee that are immediately converted by the Company or such Subsidiary into cash or Cash Equivalents (or as to which the Company or such Subsidiary has received at or prior to the consummation of the Asset Sale a commitment (which may be subject to customary conditions) from a nationally recognized investment, merchant or commercial bank to convert into cash or Cash Equivalents within 90 days of the consummation of such Asset Disposition Sale and which are thereafter actually converted into cash or the receipt of Cash Equivalents within such 90-day period) will be deemed to be cash or Cash Equivalents (and shall be deemed to be Net Available Cash; (B) to the extent BZ Holdings or such Restricted Subsidiary, as the case may be, elects, to acquire, make or improve Additional Assets within one year from the later Proceeds for purposes of the date of such Asset Disposition following provisions as and when reduced to cash or the receipt of such Net Available Cash; (CCash Equivalents) to the extent of the balance of such Net Available net cash or Cash after application in accordance with clauses (A) Equivalents realized thereon and (B), to make an offer to y) the Holders fair market value of any Non-Cash Consideration received by the Notes (and to holders of other Senior Indebtedness of Boise Paper Holdings designated by Boise Paper Holdings) to purchase Notes (and such other Senior Indebtedness of Boise Paper Holdings) pursuant to and subject to the conditions contained Company or a Subsidiary in this Indenture; and (D) to enter into binding commitments to take any of the actions described in clauses (A) and (B), and take such actions within one year of entering into such commitment; provided, however, that in connection with any prepayment, repayment or purchase of Indebtedness pursuant to clause (A) or (C) above, BZ Holdings or such Restricted Subsidiary Non-Qualified Asset Sale shall permanently retire such Indebtedness and shall cause the related loan commitment (if any) be deemed to be permanently reduced in an amount equal to the principal amount so prepaid, repaid or purchased. Notwithstanding the foregoing provisions of this Section 4.06, BZ Holdings and the Restricted Subsidiaries will not be required to apply any Net Available Cash in accordance with this Section 4.06 except cash to the extent that the aggregate Net Available Cash from all Asset Dispositions which is not applied fair market value (as reasonably determined and evidenced by a resolution of the Board of Directors set forth in accordance with this covenant exceeds $20.0 million. Pending application of Net Available Cash pursuant to this Section 4.06, such Net Available Cash shall be invested in Temporary Cash Investments or applied to temporarily reduce revolving credit Indebtedness. For the purposes of this Section 4.06(a), the following are deemed to be cash or cash equivalents: (1) the assumption or discharge of Indebtedness of BZ Holdings (other than obligations in respect of Disqualified Stock of BZ Holdings) or any Restricted Subsidiary (other than obligations in respect of Disqualified Stock or Preferred Stock of an Issuer or a Subsidiary Guarantor) and the release of BZ Holdings or such Restricted Subsidiary from all liability on such Indebtedness in connection with such Asset Disposition; (2) securities received by BZ Holdings or any Restricted Subsidiary from the transferee that are converted by BZ Holdings or such Restricted Subsidiary into cash within 180 days after such Asset Disposition, Officers' Certificate delivered to the extent Trustee) of the cash received in that conversion; and (3) any Designated all Non-cash Consideration received by BZ Holdings or any Restricted Subsidiary in an Asset Disposition having an aggregate Fair Market Value, taken together with all other Designated Non-cash Consideration received pursuant to this clause (3) (unless such Designated Non-cash Consideration has been converted into cash, which cash shall be treated after such conversion as Net Available Cash), not to exceed 7.5% of Consolidated Net Tangible Assets at the time of the receipt of such Designated Non-cash Cash Consideration (with the Fair Market Value of each item of Designated Non-cash Consideration being measured at the time received and without giving effect to any subsequent changes in value). (b) In received by the event Company or any of its Subsidiaries since the date of this Indenture in all Non-Qualified Asset Sales does not exceed 5% of Stockholders' Equity as of the date of such consummation. Notwithstanding the foregoing, to the extent the Company or any of its Subsidiaries receives Non-Cash Consideration as proceeds of an Asset Disposition that requires the purchase Sale, such Non-Cash Consideration shall be deemed to be Net Proceeds for purposes of Notes (and shall be applied in accordance with) the following provisions when the Company or such Subsidiary receives cash or Cash Equivalents from a sale, repayment, exchange, redemption or retirement of or extraordinary dividend or return of capital on such Non-Cash Consideration. Within 365 days after the receipt of any Net Proceeds from an Asset Sale, the Company or such Subsidiary may apply such Net Proceeds (i) to purchase one or more Nursing Facilities or Related Businesses and/or a controlling interest in the Capital Stock of a Person owning one or more Nursing Facilities and/or one or more Related Businesses (and no other Senior Indebtedness of Boise Paper Holdingsmaterial assets), (ii) to make a capital expenditure or to acquire other tangible assets, in each case, that are used or useful in any business in which the Company is permitted to be engaged pursuant to Section 4.06 4.17 hereof or (a)(3)(Ciii) to permanently reduce Senior Debt (including, in the case of Senior Revolving Debt, to correspondingly reduce commitments with respect thereto). Pending the final application of any such Net Proceeds, the Issuers Company or such Subsidiary may temporarily reduce Senior Revolving Debt. Any Net Proceeds from Asset Sales that are not applied or invested as provided in the first sentence of this paragraph will be deemed to constitute "Excess Proceeds." When the aggregate amount of Excess Proceeds exceeds $25 million, the Company shall purchase Notes tendered pursuant to make an offer by to all Holders and holders of any other Indebtedness of the Issuers for Company ranking senior to or on a parity with the Notes (Securities from time to time outstanding with similar provisions requiring the Company to make an offer to purchase or to redeem such Indebtedness with the proceeds from any Asset Sales, pro rata in proportion to the respective principal amounts of Securities and such other Senior IndebtednessIndebtedness then outstanding (collectively, an "ASSET SALE OFFER") (to purchase the “Offer”) at a purchase price of 100% of their maximum principal amount (or, in of the event Securities and such other Senior Indebtedness that may be purchased out of Boise Paper Holdings was issued with original issue discountthe Excess Proceeds, at an offer price in cash equal to 100% of the accreted value with respect thereto) without premium, principal amount thereof plus accrued but and unpaid interest (or, in respect of such other Senior Indebtedness of Boise Paper Holdings, such lesser pricethereon and Liquidated Damages, if any, as may be provided for by to the terms date of such Senior Indebtedness) purchase (the "ASSET SALE PAYMENT"), in accordance with the procedures (including prorating in the event of oversubscription) set forth in Section 4.06(c)2.14. To the extent that the aggregate amount of Securities and such other Indebtedness tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Company may use any remaining Excess Proceeds for general corporate purposes not prohibited at the time under this Indenture. If the aggregate purchase price principal amount of the securities tendered Securities and such other Indebtedness surrendered by holders thereof exceeds the Net Available Cash allotted to their purchaseamount of Excess Proceeds, the Issuers shall select the securities to Securities and such other Indebtedness will be purchased on a pro rata basis but in round denominations, which in the case of the Notes shall be denominations of $1,000 principal amount (subject to the $2,000 minimum denomination) or multiples thereof. If the aggregate purchase price of the securities purchased pursuant to such offer in accordance with this Section 4.06 is less than the Net Available Cash offered therefor, the Issuers may use any such excess Net Available Cash for general corporate purposes or any other purpose, in each case not prohibited by this Indenture. The Issuers shall not be required to make such an Offer to purchase Notes (and other Senior Indebtedness of Boise Paper Holdings) pursuant to this Section 4.06 if the Net Available Cash available therefor is less than $20.0 million (which lesser amount shall be carried forward for purposes of determining whether such an Offer is required with respect to the Net Available Cash from any subsequent Asset Disposition)basis. Upon completion of such an Asset Sale Offer, Net Available Cash shall be deemed to be reduced by the aggregate amount of such Offer (regardless of the amount of Notes tendered in such Offer). (1) Promptly, and in any event within 10 days after the Issuers become obligated to make an Offer, the Issuers shall deliver to the Trustee and send, by first-class mail to each Holder, a written notice stating that the Holder may elect to have his Notes purchased by the Issuers either in whole or in part (subject to prorating as described in Section 4.06(b) in the event the Offer is oversubscribed) in integral multiples of $1,000 of principal amount (subject to the $2,000 minimum denomination), at the applicable purchase price. The notice shall specify a purchase date not less than 30 days nor more than 60 days after the date of such notice (the “Purchase Date”) and shall contain such information concerning the business of BZ Holdings and the Restricted Subsidiaries which the Issuers in good faith believe will enable such Holders to make an informed decision and all instructions and materials necessary to tender Notes pursuant to the Offer, together with the information contained in clause (3). (2) Not later than the date upon which written notice of an Offer is delivered to the Trustee as provided below, the Issuers shall deliver to the Trustee an Officers’ Certificate as to (A) the amount of the Offer (the “Offer Amount”), including information as to any other Senior Indebtedness included in the Offer, (B) the allocation of the Net Available Cash from the Asset Dispositions pursuant to which such Offer is being made and (C) the compliance of such allocation with the provisions of Section 4.06(a) and (b). On such date, the Issuers shall also irrevocably deposit with the Trustee or with a Paying Agent (or, if an Issuer is acting as its own Paying Agent, segregate and hold in trust) in Temporary Cash Investments, maturing on the last day prior to the Purchase Date or on the Purchase Date if funds are immediately available by open of business, an amount equal to the Offer Amount to be held for payment in accordance with the provisions of this Section. If the Offer includes other Senior Indebtedness, the deposit described in the preceding sentence may be made with any other paying agent pursuant to arrangements satisfactory to the Trustee. Upon the expiration of the period for which the Offer remains open (the “Offer Period”), the Issuers shall deliver to the Trustee for cancellation the Notes or portions thereof which have been properly tendered to and are to be accepted by the Issuers. The Trustee shall, on the Purchase Date, mail or deliver payment (or cause the delivery of payment) to each tendering Holder in the amount of the purchase price. In the event that the aggregate purchase price of the Notes delivered by the Issuers to the Trustee is less than the Offer Amount applicable to the Notes, the Trustee shall deliver the excess to the Issuers immediately after the expiration of the Offer Period for application in accordance with this Section 4.06. (3) Holders electing to have a Note purchased Excess Proceeds shall be required to surrender the Note, with an appropriate form duly completed, to the Issuers reset at the address specified in the notice at least three Business Days prior to the Purchase Date. Holders shall be entitled to withdraw their election if the Trustee or an Issuer receives not later than one Business Day prior to the Purchase Date, a facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note which was delivered for purchase by the Holder and a statement that such Holder is withdrawing his election to have such Note purchased. Holders whose Notes are purchased only in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrenderedzero. (4) At the time the Issuers deliver Notes to the Trustee which are to be accepted for purchase, the Issuers shall also deliver an Officers’ Certificate stating that such Notes are to be accepted by the Issuers pursuant to and in accordance with the terms of this Section 4.06. A Note shall be deemed to have been accepted for purchase at the time the Trustee, directly or through an agent, mails or delivers payment therefor to the surrendering Holder. (d) The Issuers will comply, to the extent applicable, with the requirements of Section 14(e) of the Exchange Act and any other securities laws or regulations in connection with the repurchase of Notes pursuant to this Section 4.06. To the extent that the provisions of any securities laws or regulations conflict with provisions of this Section 4.06, the Issuers shall comply with the applicable securities laws and regulations and shall not be deemed to have breached their obligations under this Section 4.06 by virtue of their compliance with such securities laws or regulations.

Limitation on Sales of Assets and Subsidiary Stock. (a) BZ Holdings The Restricted Parent Guarantor shall not, and shall not permit any of its Restricted Subsidiaries Subsidiary to, directly or indirectly, consummate make any Asset Disposition unless: (1) BZ Holdings the Restricted Parent Guarantor or such Restricted Subsidiary Subsidiary, as the case may be, receives consideration at the time (including by way of such Asset Disposition relief from, or by any other Person assuming responsibility for, any liabilities, contingent or otherwise) at least equal to the Fair Market Value fair market value (including such fair market value to be determined on the date of contractually agreeing to such Asset Disposition), as determined in good faith by the Board of Directors of the Restricted Parent Guarantor (or in the case of an Asset Disposition to the an Affiliate involving aggregate value in excess of all non-cash consideration$30 million, an Independent Financial Advisor) of the shares and assets subject to such Asset Disposition; (2) at least 75in any such Asset Disposition, or series of related Asset Dispositions, 100% of the consideration thereof from such Asset Disposition (including by way of relief from, or by any other Person assuming responsibility for, any liabilities, contingent or otherwise) received by BZ Holdings the Restricted Parent Guarantor or such Restricted Subsidiary Subsidiary, as the case may be, is in the form of cash or cash equivalentsCash Equivalents; and (3) an amount equal to 100% of the Net Available Cash from such Asset Disposition is applied by BZ Holdings or such Restricted Subsidiary, as the case may beapplied: (Ai) to the extent BZ Holdings the Restricted Parent Guarantor or such any Restricted Subsidiary, as the case may be, elects (or is required by the terms of any Indebtedness), (A) to prepay, repay, redeem repay or purchase any Indebtedness under any Credit Agreement or Indebtedness (other than any Preferred Stock) of a Restricted Subsidiary Non-Guarantor or that is not an Issuer or secured by a Subsidiary Guarantor Lien (in each case case, other than Indebtedness owed to BZ Holdings the Restricted Parent Guarantor or an Affiliate of BZ Holdingsany Restricted Subsidiary) or any Senior Priority Obligations, including Indebtedness under the Credit Agreement or the Senior Priority Notes (or any Refinancing Indebtedness in respect thereof) within one year 360 days from the later of (1) the date of such Asset Disposition or and (2) the receipt of such Net Available Cash; (B) to the extent BZ Holdings or such Restricted Subsidiary, as the case may be, elects, to acquire, make or improve Additional Assets within one year from the later of the date of such Asset Disposition or the receipt of such Net Available Cash; (C) to the extent of the balance of such Net Available Cash after application in accordance with clauses (A) and (B), to make an offer to the Holders of the Notes (and to holders of other Senior Indebtedness of Boise Paper Holdings designated by Boise Paper Holdings) to purchase Notes (and such other Senior Indebtedness of Boise Paper Holdings) pursuant to and subject to the conditions contained in this Indenture; and (D) to enter into binding commitments to take any of the actions described in clauses (A) and (B), and take such actions within one year of entering into such commitment; provided, however, that that, in connection with any prepayment, repayment or purchase of Indebtedness pursuant to this clause (A) or (C) abovei), BZ Holdings the Restricted Parent Guarantor or such Restricted Subsidiary shall permanently will retire such Indebtedness and shall will cause the related loan commitment (if any) to be permanently reduced in an amount equal to the principal amount so prepaid, repaid or purchased. Notwithstanding ; or (B) to prepay, repay or purchase Pari Passu Indebtedness at a price of no more than 100% of the foregoing principal amount of such Pari Passu Indebtedness plus accrued and unpaid interest to the date of such prepayment, repayment or purchase; provided further that, to the extent the Issuer redeems, repays or repurchases Pari Passu Indebtedness pursuant to this clause (B), the Issuer shall equally and ratably reduce Obligations under the Notes as provided under Section 5.7, through open-market purchases (to the extent such purchases are at or above 100% of the principal amount thereof) or by making an offer (in accordance with the procedures set forth below for an Asset Disposition Offer) to all Holders to purchase their Notes at 100% of the principal amount thereof, plus the amount of accrued but unpaid interest, if any, on the amount of Notes that would otherwise be prepaid; provided further, that, in addition to the foregoing, the Net Available Cash from an Asset Disposition of Collateral may not be applied to prepay, repay or purchase any Indebtedness other than Senior Priority Obligations, Notes or Pari Passu Indebtedness of the Issuer or a Guarantor secured by a Lien on such Collateral; and/or (ii) to the extent the Restricted Parent Guarantor or any Restricted Subsidiary elects, to invest in or commit to invest in Additional Assets (including by means of an investment in Additional Assets by a Restricted Subsidiary with Net Available Cash received by the Restricted Parent Guarantor or another Restricted Subsidiary) within 360 days from the later of (A) the date of such Asset Disposition and (B) the receipt of such Net Available Cash; provided, however, that a binding agreement shall be treated as a permitted application of Net Proceeds from the date of such commitment with the good faith expectation that such Net Proceeds will be applied to satisfy such commitment within 180 days of such commitment (an “Acceptable Commitment”) and, in the event any Acceptable Commitment is later cancelled or terminated for any reason before the Net Proceeds are applied in connection therewith, the Restricted Parent Guarantor or such Restricted Subsidiary enters into another Acceptable Commitment (a “Second Commitment”) within 180 days of such cancellation or termination; provided further that if any Second Commitment is later cancelled or terminated for any reason before such Net Proceeds are applied, then such Net Proceeds shall constitute Excess Proceeds; and (4) if such Asset Disposition involves the disposition of Collateral, the Restricted Parent Guarantor or such Subsidiary has complied with the provisions of this Section 4.06, BZ Holdings Indenture and the Restricted Subsidiaries will not be required to apply Collateral Documents; provided that, pending the final application of any such Net Available Cash in accordance with clause (i) or clause (ii) in Section 3.5(a)(3), the Restricted Parent Guarantor and the Restricted Subsidiaries may temporarily reduce Indebtedness or otherwise use such Net Available Cash in any manner not prohibited by this Section 4.06 except Indenture. (b) Any Net Available Cash from Asset Dispositions that is not applied or invested or committed to be applied or invested as provided in the preceding paragraph will be deemed to constitute “Excess Proceeds” under this Indenture. On the 361 day after an Asset Disposition or the receipt of such Net Available Cash, if the aggregate amount of Excess Proceeds under this Indenture exceeds (i) $15 million, in the case of a single transaction or a series of related transactions, or (ii) $30 million aggregate amount in any fiscal year, the Issuer will within 10 Business Days be required to make an offer (“Asset Disposition Offer”) to all Holders of Notes issued under this Indenture and, to the extent the Issuer elects, to all holders of other outstanding Pari Passu Indebtedness, to purchase the maximum principal amount of Notes and any such Pari Passu Indebtedness to which the Asset Disposition Offer applies that may be purchased out of the Excess Proceeds, at an offer price in respect of the Notes in an amount equal to 100% of the principal amount of the Notes and Pari Passu Indebtedness, in each case, plus accrued and unpaid interest, if any, to, but not including, the date of purchase, in accordance with the procedures set forth in this Indenture or the agreements governing the Pari Passu Indebtedness, as applicable, and, with respect to the Notes, in minimum denominations of $2,000 and in integral multiples of $1,000 in excess thereof. The Issuer will deliver notice of such Asset Disposition Offer electronically or by first-class mail, with a copy to the Trustee, to each Holder of Notes at the address of such Holder appearing in the security register or otherwise in accordance with the procedures of DTC, describing the transaction or transactions that constitute the Asset Disposition and offering to repurchase the Notes for the specified purchase price on the date specified in the notice, which date will be no earlier than 30 days and no later than 60 days from the date such notice is delivered, pursuant to the procedures required by this Indenture and described in such notice. (c) To the extent that the aggregate Net Available Cash from all amount of Notes and Pari Passu Indebtedness so validly tendered and not properly withdrawn pursuant to an Asset Dispositions which Disposition Offer is less than the Excess Proceeds, the Issuer may use any remaining Excess Proceeds for any purpose not applied prohibited by this Indenture. If the aggregate principal amount of the Notes surrendered in accordance with this covenant any Asset Disposition Offer by Holders and other Pari Passu Indebtedness surrendered by holders or lenders, collectively, exceeds $20.0 millionthe amount of Excess Proceeds, the Excess Proceeds shall be allocated among the Notes and Pari Passu Indebtedness to be purchased on a pro rata basis on the basis of the aggregate principal amount of tendered Notes and Pari Passu Indebtedness provided that no Notes or other Pari Passu Indebtedness will be selected and purchased in an unauthorized denomination. Pending application Upon completion of any Asset Disposition Offer, the amount of Excess Proceeds shall be reset at zero. (d) To the extent that any portion of Net Available Cash pursuant to this Section 4.06payable in respect of the Notes is denominated in a currency other than U.S. dollars, the amount thereof payable in respect of the Notes shall not exceed the net amount of funds in U.S. dollars that is actually received by the Issuer upon converting such Net Available Cash shall be invested in Temporary Cash Investments or applied to temporarily reduce revolving credit Indebtedness. portion into U.S. dollars. (e) For the purposes of this Section 4.06(a)3.5(a)(2) hereof, the following are will be deemed to be cash or cash equivalentscash: (1i) the assumption or discharge by the transferee of Indebtedness or other liabilities contingent or otherwise of BZ Holdings (other than obligations in respect of Disqualified Stock of BZ Holdings) the Restricted Parent Guarantor or any a Restricted Subsidiary (other than obligations in respect Subordinated Indebtedness of Disqualified Stock or Preferred Stock of an the Issuer or a Subsidiary GuarantorGuarantor or Indebtedness or liabilities incurred in contemplation of such Asset Disposition) and the release of BZ Holdings the Restricted Parent Guarantor or such Restricted Subsidiary from all liability on such Indebtedness or other liability in connection with such Asset Disposition; (2ii) securities securities, notes or other obligations received by BZ Holdings the Restricted Parent Guarantor or any Restricted Subsidiary from the transferee that are converted by BZ Holdings the Restricted Parent Guarantor or such Restricted Subsidiary into cash or Cash Equivalents within 180 days after following the closing of such Asset Disposition; (iii) Indebtedness of any Restricted Subsidiary that is no longer a Restricted Subsidiary as a result of such Asset Disposition, to the extent that the Restricted Parent Guarantor and each other Restricted Subsidiary are released from any Guarantee of the cash received payment of such Indebtedness in that conversionconnection with such Asset Disposition; and (3iv) any Designated Non-cash Consideration consideration consisting of Indebtedness of the Restricted Parent Guarantor (other than Subordinated Indebtedness) received by BZ Holdings after the Issue Date from Persons who are not the the Restricted Parent Guarantor or any Restricted Subsidiary in an Asset Disposition having an aggregate Fair Market Value, taken together with all other Designated Non-cash Consideration received pursuant to this clause (3) (unless such Designated Non-cash Consideration has been converted into cash, which cash shall be treated after such conversion as Net Available Cash), not to exceed 7.5% of Consolidated Net Tangible Assets at the time of the receipt of such Designated Non-cash Consideration (with the Fair Market Value of each item of Designated Non-cash Consideration being measured at the time received and without giving effect to subsequent changes in value)Subsidiary. (bf) In Upon the event commencement of an Asset Disposition that requires the purchase of Notes (and other Senior Indebtedness of Boise Paper Holdings) pursuant to Section 4.06 (a)(3)(C), the Issuers shall purchase Notes tendered pursuant to an offer by the Issuers for the Notes (and such other Senior Indebtedness) (the “Offer”) at a purchase price of 100% of their principal amount (or, in the event such other Senior Indebtedness of Boise Paper Holdings was issued with original issue discount, 100% of the accreted value with respect thereto) without premium, plus accrued but unpaid interest (or, in respect of such other Senior Indebtedness of Boise Paper Holdings, such lesser price, if any, as may be provided for by the terms of such Senior Indebtedness) in accordance with the procedures (including prorating in the event of oversubscription) set forth in Section 4.06(c). If the aggregate purchase price of the securities tendered exceeds the Net Available Cash allotted to their purchase, the Issuers shall select the securities to be purchased on a pro rata basis but in round denominations, which in the case of the Notes shall be denominations of $1,000 principal amount (subject to the $2,000 minimum denomination) or multiples thereof. If the aggregate purchase price of the securities purchased pursuant to such offer in accordance with this Section 4.06 is less than the Net Available Cash offered therefor, the Issuers may use any such excess Net Available Cash for general corporate purposes or any other purpose, in each case not prohibited by this Indenture. The Issuers shall not be required to make such an Offer to purchase Notes (and other Senior Indebtedness of Boise Paper Holdings) pursuant to this Section 4.06 if the Net Available Cash available therefor is less than $20.0 million (which lesser amount shall be carried forward for purposes of determining whether such an Offer is required with respect to the Net Available Cash from any subsequent Asset Disposition). Upon completion of such an Offer, Net Available Cash shall be deemed to be reduced by the aggregate amount of such Offer (regardless of the amount of Notes tendered in such Offer). (1) Promptly, and in any event within 10 days after the Issuers become obligated to make an Offer, the Issuers Issuer shall deliver send, or cause to be sent, by first class mail, a notice to the Trustee and send, by first-class mail to each Holder, a written notice stating that the Holder may elect to have his Notes purchased by the Issuers either in whole or in part (subject to prorating as described in Section 4.06(b) in the event the Offer is oversubscribed) in integral multiples of $1,000 of principal amount (subject to the $2,000 minimum denomination), at the applicable purchase priceits registered address. The notice shall specify a purchase date not less than 30 days nor more than 60 days after the date of such notice (the “Purchase Date”) and shall contain such information concerning the business of BZ Holdings and the Restricted Subsidiaries which the Issuers in good faith believe will enable such Holders to make an informed decision and all instructions and materials necessary to enable such Holder to tender Notes pursuant to the Asset Disposition Offer. Any Asset Disposition Offer shall be made to all Holders. The notice, which shall govern the terms of the Asset Disposition Offer, together with shall state: (1) that the information contained in clause Asset Disposition Offer is being made pursuant to this Section 3.5 and that, to the extent lawful, all Notes tendered and not withdrawn shall be accepted for payment (3unless prorated).; (2) Not the Asset Disposition payment amount, the Asset Disposition offered price, and the date on which Notes tendered and accepted for payment shall be purchased, which date shall be at least 30 days and not later than 60 days from the date upon which written notice of an Offer such notices is delivered to the Trustee as provided below, the Issuers shall deliver to the Trustee an Officers’ Certificate as to (A) the amount of the Offer mailed (the “Offer AmountAsset Sale Payment Date”), including information as to ; (3) that any other Senior Indebtedness included in the Offer, (B) the allocation of the Net Available Cash from the Asset Dispositions pursuant to which such Offer is being made and (C) the compliance of such allocation with the provisions of Section 4.06(a) and (b). On such date, the Issuers shall also irrevocably deposit with the Trustee Notes not tendered or with a Paying Agent (or, if an Issuer is acting as its own Paying Agent, segregate and hold in trust) in Temporary Cash Investments, maturing on the last day prior to the Purchase Date or on the Purchase Date if funds are immediately available by open of business, an amount equal to the Offer Amount to be held accepted for payment shall continue to accrue interest in accordance with the provisions of this Section. If terms thereof; (4) that, unless the Offer includes other Senior IndebtednessIssuer defaults in making such payment, the deposit described in the preceding sentence may be made with any other paying agent Notes accepted for payment pursuant to arrangements satisfactory the Asset Disposition Offer shall cease to the Trustee. Upon the expiration of the period for which the Offer remains open (the “Offer Period”), the Issuers shall deliver to the Trustee for cancellation the Notes or portions thereof which have been properly tendered to accrue interest on and are to be accepted by the Issuers. The Trustee shall, on the Purchase Date, mail or deliver payment (or cause the delivery of payment) to each tendering Holder in the amount of the purchase price. In the event that the aggregate purchase price of the Notes delivered by the Issuers to the Trustee is less than the Offer Amount applicable to the Notes, the Trustee shall deliver the excess to the Issuers immediately after the expiration of the Offer Period for application in accordance with this Section 4.06.Asset Sale Payment Date; (35) that Holders electing to have a Note any Notes purchased pursuant to any Asset Disposition Offer shall be required to surrender the NoteNotes, with an appropriate the form duly entitled “Option of Holder to Elect Purchase” on the reverse of the Note completed, to the Issuers Paying Agent at the address specified in the notice at least three Business Days prior to before the Purchase Asset sale Payment Date. ; (6) that Holders shall be entitled to withdraw their election if the Trustee or an Issuer receives Paying Agent receives, not later than one two Business Day Days prior to the Purchase Asset Sale Payment Date, a facsimile transmission or letter notice setting forth the name of the Holder, the principal amount of the Note which was the Holder delivered for purchase by the Holder and a statement that such Holder is withdrawing his its election to have such Note purchased. ; (7) that if the aggregate principal amount of Notes surrendered by Holders exceeds the Asset Disposition payment amount, the Issuer shall select the Notes to be purchased on a pro rata basis (with such adjustments as may be deemed appropriate by the Issuer so that only Notes in denominations of $2,000 or integral multiples of $1,000 in excess thereof shall be purchased); and (8) that Holders whose Notes are were purchased only in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrenderedsurrendered (or transferred by book-entry). (4g) At If the time Asset Sale Payment Date is on or after a record date and on or before the Issuers deliver related interest payment date, any accrued and unpaid interest shall be paid to the Person in whose name a Note is registered at the close of business on such record date, and no additional interest shall be payable to Holders who tender Notes pursuant to the Asset Disposition Offer. (h) On the Asset Sale Payment Date, the Issuer will, to the extent permitted by law, (1) accept for payment all Notes issued by it or portions thereof properly tendered pursuant to the Asset Disposition Offer, (2) deposit with the Paying Agent an amount equal to the aggregate Asset Disposition payment in respect of all Notes or portions thereof so tendered, and (3) deliver, or cause to be delivered, to the Trustee which are for cancellation the Notes so accepted together with an Officer’s Certificate to be accepted for purchase, the Issuers shall also deliver an Officers’ Certificate Trustee stating that such Notes are or portions thereof have been tendered to be accepted and purchased by the Issuers pursuant to and in accordance with the terms of this Section 4.06. A Note shall be deemed to have been accepted for purchase at the time the Trustee, directly or through an agent, mails or delivers payment therefor to the surrendering HolderIssuer. (di) The Issuers Issuer will comply, to the extent applicable, with the requirements of Section 14(e) of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws or regulations are applicable in connection with the repurchase of Notes pursuant to this Section 4.063.5. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.06Indenture, the Issuers shall Issuer will comply with the applicable securities laws and regulations and shall not be deemed to have breached their its obligations under this Section 4.06 Indenture by virtue of their compliance with such securities laws or regulationsthereof.

Limitation on Sales of Assets and Subsidiary Stock. (a) BZ Holdings shall The Company will not, and shall will not permit any of its Restricted Subsidiaries Subsidiary to, directly or indirectly, consummate make any Asset Disposition unless: unless (1i) BZ Holdings the Company or such Restricted Subsidiary receives consideration (including by way of relief from, or by any other Person assuming sole responsibility for, any liabilities, contingent or otherwise) at the time of such Asset Disposition at least equal to the Fair Market Value (including as to the fair market value of all non-cash consideration) of the shares and assets subject to such Asset Disposition; Disposition (2as determined in good faith by the management of the Company, or if such Asset Disposition involves consideration in excess of $20.0 million, by a resolution of the Board of Directors set forth in an Officers' Certificate delivered to the Trustee), (ii) at least 75% of the consideration thereof received by BZ Holdings the Company or such Restricted Subsidiary is in the form of cash and/or Cash Equivalents (except such requirement of cash and/or Cash Equivalents shall not apply to any property, plant, equipment or cash equivalents; and other facility closed and designated as unused, idle or obsolete by either Senior Management or by resolution of the Board of Directors, and in either case set forth in an Officers' Certificate delivered to the Trustee) and (3iii) an amount equal to 100% of the Net Available Cash from such Asset Disposition is applied by BZ Holdings the Company (or such Restricted Subsidiary, as the case may be: ) as follows: (A) first, to the extent BZ Holdings the Company or such Restricted Subsidiary, as the case may be, Subsidiary elects (or is required by the terms of any Indebtedness), to prepay, repay, redeem repay or purchase Indebtedness under any Credit Agreement or Indebtedness (other than any Preferred StockDisqualified Stock or Subordinated Indebtedness) of a Restricted Subsidiary that is not an Issuer or a Subsidiary Guarantor (in each case other than Indebtedness owed and to BZ Holdings or an Affiliate of BZ Holdingscorrespondingly reduce commitments with respect thereto) within one year from the later of 365 days after the date of such Asset Disposition or the receipt of such Net Available Cash; Disposition; (B) second, to the extent BZ Holdings of the balance of Net Available Cash after application in accordance with clause (A), to the extent the Company or such Restricted Subsidiary, as the case may be, Subsidiary elects, to acquire, make or improve reinvest in Additional Assets (including by means of an Investment in Additional Assets by a Restricted Subsidiary with Net Available Cash received by the Company or another Restricted Subsidiary) within one year 365 days from the later of the date of such Asset Disposition or the receipt of such Net Available Cash; Disposition; (C) third, to the extent of the balance of such Net Available Cash after application in accordance with clauses (A) and (B), to make an offer to the Holders purchase Securities and Pari Passu Indebtedness with similar asset sale provisions, pro rata at 100% of the Notes tendered principal amount thereof (and to holders or 100% of other Senior Indebtedness the accreted value of Boise Paper Holdings designated by Boise Paper Holdings) to purchase Notes (and such other Senior Pari Passu Indebtedness of Boise Paper Holdingsso tendered, if such Pari Passu Indebtedness was offered at a discount) pursuant to plus accrued and subject unpaid interest, if any, thereon to the conditions contained in this Indenture; and purchase date and (D) fourth, to enter into binding commitments to take any the extent of the actions described balance of such Net Available Cash after application in accordance with clauses (A), (B) and (B)C) above, and take such actions within one year to fund (to the extent consistent with any other applicable provision of entering into such commitmentthe Indenture or the 1998 Indenture) any corporate purpose; provided, however, that in connection with any prepayment, repayment or purchase of Indebtedness pursuant to clause (A) or (C) above, BZ Holdings the Company or such Restricted Subsidiary shall permanently will retire such Indebtedness and shall will cause the related loan commitment (if any) to be permanently reduced in an amount equal to the principal amount so prepaid, repaid or purchased. Notwithstanding the foregoing provisions of this Section 4.063.7, BZ Holdings the Company and the Restricted Subsidiaries will shall not be required to apply any Net Available Cash in accordance with this Section 4.06 covenant except to the extent that the aggregate Net Available Cash from all Asset Dispositions which that is not yet applied in accordance with this covenant Section 3.7 at any time exceeds $20.0 10.0 million. Pending application of Net Available Cash pursuant to this Section 4.06, such Net Available Cash shall be invested in Temporary Cash Investments or applied to temporarily reduce revolving credit Indebtedness. For the purposes of this Section 4.06(a)3.7, the following are will be deemed to be cash or cash equivalents: cash: (1x) the assumption or discharge of Indebtedness of BZ Holdings the Company (other than obligations in respect of Disqualified Stock or Subordinated Indebtedness of BZ Holdingsthe Company) or any Restricted Subsidiary (other than obligations in respect of Disqualified Stock or Preferred Stock of an Issuer or a Subsidiary Guarantor) and the release of BZ Holdings the Company or such Restricted Subsidiary from all liability on such Indebtedness in connection with such Asset Disposition; Disposition and (2y) securities received by BZ Holdings the Company or any Restricted Subsidiary from the transferee that are converted within 30 days by BZ Holdings the Company or such Restricted Subsidiary into cash within 180 days after such Asset Disposition, to cash. Upon the extent completion of the cash received in that conversion; and (3) application of the Net Available Cash from any Designated Non-cash Consideration received by BZ Holdings or any Restricted Subsidiary in an Asset Disposition having an aggregate Fair Market Value, taken together with all other Designated Non-cash Consideration received pursuant to this clause paragraph (3) (unless a), the amount of Net Available Cash attributable to such Designated Non-cash Consideration has been converted into cash, which cash Asset Disposition shall be treated after such conversion as Net Available Cash), not deemed to exceed 7.5% of Consolidated Net Tangible Assets at the time of the receipt of such Designated Non-cash Consideration (with the Fair Market Value of each item of Designated Non-cash Consideration being measured at the time received and without giving effect to subsequent changes in value)be zero. (b) In the event of an Asset Disposition that requires the purchase of Notes (and other Senior Indebtedness of Boise Paper Holdings) Securities pursuant to Section 4.06 (a)(3)(C3.7(a)(iii)(C), the Issuers shall purchase Notes tendered pursuant Company will be required to apply such Excess Proceeds (as defined below) to the repayment of the Securities and any other Pari Passu Indebtedness outstanding with similar provisions requiring the Company to make an offer to purchase such Indebtedness with the proceeds from any Asset Disposition as follows: (A) the Company will make an offer to purchase (an "Offer") within ten days of such time from all holders of the Securities in accordance with the procedures set forth in this Indenture in the maximum principal amount (expressed as a multiple of $1,000) of Securities that may be purchased out of an amount (the "Note Amount") equal to the product of such Excess Proceeds multiplied by a fraction, the Issuers for numerator of which is the Notes (outstanding principal amount of the Securities and the denominator of which is the sum of the outstanding principal amount of the Securities and such other Senior Pari Passu Indebtedness and (B) to the extent required by such Pari Passu Indebtedness to permanently reduce the principal amount of such Pari Passu Indebtedness, the Company will make an offer to purchase or otherwise repurchase or redeem Pari Passu Indebtedness (a "Pari Passu Offer") (in an amount equal to the “Offer”) excess of the Excess Proceeds over the Note Amount at a purchase price of 100% of their principal amount plus accrued and unpaid interest (or, in the event such other Senior Indebtedness of Boise Paper Holdings was issued with original issue discount, or 100% of the accreted value with respect thereto) without premium, plus accrued but unpaid interest (or, in respect of such other Senior Indebtedness of Boise Paper Holdings, such lesser pricePari Passu Indebtedness, if any, as may be provided for by such Pari Passu Indebtedness was offered at a discount) to the terms of such Senior Indebtedness) purchase date in accordance with the procedures (including prorating in the event of oversubscription) set forth in Section 4.06(c)this Indenture with respect to the Offer and in the documentation governing such Pari Passu Indebtedness with respect to the Pari Passu Offer. If the aggregate purchase price of the securities Securities tendered exceeds the Net Available Cash allotted to their purchase, the Issuers shall select the securities to be purchased on a pro rata basis but in round denominations, which in the case of the Notes shall be denominations of $1,000 principal amount (subject pursuant to the $2,000 minimum denomination) or multiples thereof. If the aggregate purchase price of the securities purchased pursuant to such offer in accordance with this Section 4.06 Offer and Pari Passu Offer is less than the Net Available Cash offered thereforExcess Proceeds, the Issuers may remaining Excess Proceeds will be available to the Company for use any such excess Net Available Cash for general corporate purposes or any other purpose, in each case not prohibited by this Indentureaccordance with clause (a)(iii)(D) above. The Issuers Company shall not be required to make such an Offer to purchase Notes (and other Senior Indebtedness of Boise Paper Holdings) for Securities pursuant to this Section 4.06 3.7 if the Net Available Cash available therefor (after application of the proceeds as provided in clauses (a)(iii)(A) and (a)(iii)(B)) above ("Excess Proceeds") is less than $20.0 10.0 million (which lesser amount amounts shall be carried forward for purposes of determining whether such an Offer is required with respect to the Net Available Cash from any subsequent Asset Disposition). Upon completion of such an Offer, Net Available Cash shall be deemed to be reduced by the aggregate amount of such Offer (regardless of the amount of Notes tendered in such Offer). (1) Promptly, and in any event within 10 days after the Issuers become obligated Company is required to make an Offer, the Issuers shall Company will deliver to the Trustee and send, by first-class mail to each Holder, a written notice stating that the Holder may elect to have his Notes Securities purchased by the Issuers Company either in whole or in part (subject to prorating as hereinafter described in Section 4.06(b) in the event the Offer is oversubscribed) in integral multiples of $1,000 of principal amount (subject to the $2,000 minimum denomination)amount, at the applicable purchase price. The notice shall specify a purchase date not less than 30 days nor more than 60 days after the date of such notice (the “"Purchase Date”) and shall contain such information concerning the business of BZ Holdings and the Restricted Subsidiaries which the Issuers in good faith believe will enable such Holders to make an informed decision and all instructions and materials necessary to tender Notes pursuant to the Offer, together with the information contained in clause (3"). (2) Not later than the date upon which such written notice of an Offer is delivered to the Trustee as provided belowand the Holders, the Issuers shall Company will deliver to the Trustee an Officers’ ' Certificate as to setting forth (Ai) the amount of the Offer (the “"Offer Amount”"), including information as to any other Senior Indebtedness included in the Offer, (Bii) the allocation of the Net Available Cash from the Asset Dispositions pursuant to as a result of which such Offer is being made and (Ciii) the compliance of such allocation with the provisions of Section 4.06(a) and (b3.7(a). On such date, the Issuers shall also irrevocably deposit with the Trustee or with a Paying Agent (or, if an Issuer is acting as its own Paying Agent, segregate and hold in trust) in Temporary Cash Investments, maturing on the last day prior to the Purchase Date or on the Purchase Date if funds are immediately available by open of business, an amount equal to the Offer Amount to be held for payment in accordance with the provisions of this Section. If the Offer includes other Senior Indebtedness, the deposit described in the preceding sentence may be made with any other paying agent pursuant to arrangements satisfactory to the Trustee. Upon the expiration of the period (the "Offer Period") for which the Offer remains open (the “Offer Period”)open, the Issuers Company shall deliver to the Trustee for cancellation the Notes Securities or portions thereof which have been properly tendered to and are to be accepted by the IssuersCompany. The Trustee shall, on the Purchase Date, mail or deliver payment (or cause the delivery of payment) to each tendering Holder in the amount of the purchase price. In the event that the aggregate purchase price of the Notes delivered Securities tendered by the Issuers such Holder to the Trustee is less than the Offer Amount applicable extent such funds are available to the Notes, the Trustee shall deliver the excess to the Issuers immediately after the expiration of the Offer Period for application in accordance with this Section 4.06Trustee. (3) Holders electing to have a Note Security purchased shall will be required to surrender the NoteSecurity, with an appropriate form duly completed, to the Issuers Company at the address specified in the notice at least three Business Days prior to the Purchase Dateexpiration of the Offer Period. Holders shall Each Holder will be entitled to withdraw their its election if the Trustee or an Issuer receives the Company receives, not later than one Business Day prior to the Purchase Dateexpiration of the Offer Period, a facsimile transmission or letter overnight mail from such Holder setting forth the name of the such Holder, the principal amount of the Note Security or Securities which was were delivered for purchase by the such Holder and a statement that such Holder is withdrawing his election to have such Note Security or Securities purchased. If at the expiration of the Offer Period the aggregate principal amount of Securities surrendered by Holders exceeds the Offer Amount, the Company shall select the Securities to be purchased on a pro rata basis (with such adjustments as may be deemed appropriate by the Company so that only Securities in denominations of $1,000, or integral multiples thereof, shall be purchased). Holders whose Notes Securities are purchased only in part shall will be issued new Notes Securities equal in principal amount to the unpurchased portion of the Notes Securities surrendered. (4) At the time the Issuers deliver Notes to the Trustee which are to be accepted for purchase, the Issuers shall also deliver an Officers’ Certificate stating that such Notes are to be accepted by the Issuers pursuant to and in accordance with the terms of this Section 4.06. A Note shall be deemed to have been accepted for purchase at the time the Trustee, directly or through an agent, mails or delivers payment therefor to the surrendering Holder. (d) The Issuers Company will comply, to the extent applicable, with the requirements of Section 14(e) of the Exchange Act and any other securities laws or regulations in connection with the repurchase of Notes Securities pursuant to this Section 4.063.7. To the extent that the provisions of any securities laws or regulations conflict with provisions of this Section 4.063.7, the Issuers shall Company will comply with the applicable securities laws and regulations and shall will not be deemed to have breached their its obligations under this Section 4.06 Indenture by virtue of their compliance with such securities laws or regulationsthereof.

Limitation on Sales of Assets and Subsidiary Stock. (a) BZ Holdings shall The Issuer will not, and shall will not permit any of its Restricted Subsidiaries to, directly or indirectlyconsummate an Asset Sale, consummate any Asset Disposition unless: (1) BZ Holdings the Issuer (or such the Restricted Subsidiary Subsidiary, as the case may be) receives consideration at the time of such the Asset Disposition Sale at least equal to the Fair Market Value (including determined as of the date of contractual agreement to the value of all non-cash considerationsuch Asset Sale) of the shares and assets subject to such Asset Disposition;or Equity Interests issued or sold or otherwise disposed of; and (2) at least 75% of the consideration thereof received in the Asset Sale by BZ Holdings the Issuer or such any of its Restricted Subsidiary Subsidiaries is in the form of cash cash, Cash Equivalents or cash equivalents; and (3) an amount equal to 100% Replacement Assets. For purposes of this provision, each of the Net Available Cash from such Asset Disposition is applied by BZ Holdings or such Restricted Subsidiary, as the case may befollowing will be deemed to be cash: (Ai) to the extent BZ Holdings any Indebtedness or such Restricted Subsidiaryliabilities, as shown on the case may beIssuer’s most recent consolidated balance sheet or in the footnotes thereto (or, elects (if incurred or is required by the terms of any Indebtedness), accrued subsequent to prepay, repay, redeem or purchase Indebtedness under any Credit Agreement or Indebtedness (other than any Preferred Stock) of a Restricted Subsidiary that is not an Issuer or a Subsidiary Guarantor (in each case other than Indebtedness owed to BZ Holdings or an Affiliate of BZ Holdings) within one year from the later of the date of such Asset Disposition balance sheet, such liabilities that would have been reflected on the Issuer’s most recent consolidated balance sheet or in the receipt of footnotes thereto if such Net Available Cash; (B) incurrence or accrual had taken place on or prior to the extent BZ Holdings or such Restricted Subsidiary, as the case may be, elects, to acquire, make or improve Additional Assets within one year from the later of the date of such Asset Disposition balance sheet, as determined in good faith by the Issuer), of the Issuer or the receipt any of such Net Available Cash; its Restricted Subsidiaries (C) other than contingent liabilities and liabilities that are by their terms subordinated to the extent Notes or any Note Guarantee) that are assumed by the transferee of any such assets and for which the balance of such Net Available Cash after application in accordance with clauses (A) and (B), to make an offer to the Holders of the Notes (and to holders of other Senior Indebtedness of Boise Paper Holdings designated by Boise Paper Holdings) to purchase Notes (and such other Senior Indebtedness of Boise Paper Holdings) pursuant to and subject to the conditions contained in this Indenture; and (D) to enter into binding commitments to take any of the actions described in clauses (A) and (B), and take such actions within one year of entering into such commitment; provided, however, that in connection with any prepayment, repayment or purchase of Indebtedness pursuant to clause (A) or (C) above, BZ Holdings Issuer or such Restricted Subsidiary shall permanently retire such Indebtedness and shall cause the related loan commitment (if any) to be permanently reduced has been released in an amount equal to the principal amount so prepaid, repaid or purchased. Notwithstanding the foregoing provisions of this Section 4.06, BZ Holdings and the Restricted Subsidiaries will not be required to apply any Net Available Cash in accordance with this Section 4.06 except to the extent that the aggregate Net Available Cash from all Asset Dispositions which is not applied in accordance with this covenant exceeds $20.0 million. Pending application of Net Available Cash pursuant to this Section 4.06, such Net Available Cash shall be invested in Temporary Cash Investments or applied to temporarily reduce revolving credit Indebtedness. For the purposes of this Section 4.06(a), the following are deemed to be cash or cash equivalents:writing; (1ii) any securities, notes or other obligations received by the assumption or discharge of Indebtedness of BZ Holdings (other than obligations in respect of Disqualified Stock of BZ Holdings) Issuer or any Restricted Subsidiary (other than obligations in respect of Disqualified Stock or Preferred Stock of an Issuer or a Subsidiary Guarantor) and the release of BZ Holdings or such Restricted Subsidiary from all liability on such Indebtedness in connection with such Asset Disposition; (2) securities received by BZ Holdings or any Restricted Subsidiary from the transferee that are converted by BZ Holdings the Issuer or such Restricted Subsidiary into cash or Cash Equivalents within 180 days after such Asset Dispositionof the receipt thereof, to the extent of the cash or Cash Equivalents received in that conversion; (iii) any stock or assets of the kind referred to in clauses (2) or (4) of Section 3.5(b); and (3iv) any Designated Non-cash Consideration received by BZ Holdings the Issuer or any such Restricted Subsidiary in an such Asset Disposition Sale having an aggregate Fair Market Value, Value (with the Fair Market Value of each item of Designated Non-cash Consideration being determined as of the date of contractual agreement to such Asset Sale) taken together with all other Designated Non-cash Consideration received pursuant to this clause (d) that is at that time outstanding not to exceed, at the time of determination, the greater of $35.0 million and 15.0% of Consolidated EBITDA of the Issuer and its Restricted Subsidiaries for the most recently ended four fiscal quarters for which internal financial statements are available. (b) Within 365 days after the receipt of any Net Proceeds from an Asset Sale, the Issuer or one or more of its Restricted Subsidiaries may apply an amount equal to such Net Proceeds at its option to any combination of the following: (1) (x) if assets subject to such Asset Sale constitute Collateral, to prepay, repay or purchase (i) Indebtedness and other Obligations under the Credit Agreement (or any Permitted Refinancing Indebtedness in respect thereof), (ii) Obligations in respect of the Notes, (iii) Obligations in respect of other debt securities constituting First-Lien Obligations or (iv) Indebtedness that is secured by the assets which are the subject of such Asset Sale and (y) if assets subject to such Asset Sale do not constitute Collateral, to prepay, repay or purchase Senior Indebtedness of the Issuer or any of its Restricted Subsidiaries (other than Indebtedness owed to the Issuer or another Restricted Subsidiary); provided that in connection with any prepayment, repayment or purchase of Indebtedness other than Obligations in respect of the Notes pursuant to clause (1)(x)(iii) or (iv), the Issuer shall also equally and ratably reduce Indebtedness under the Notes by making an offer (an “Asset Sale Offer”) (in accordance with the procedures set forth below for an Asset Sale Offer with Excess Proceeds) to all Holders to purchase, on a pro rata basis (subject to adjustments to maintain the authorized denominations for the Notes), the principal amount of Notes, in each case, at a purchase price equal to 100% of the principal amount (or accreted value, as applicable) plus any accrued and unpaid interest on the Notes to be purchased up to, but excluding, the date of such purchase; (2) to acquire all or substantially all of the assets of, a division or line of business of or a majority of the Capital Stock of, another Person engaged in a Permitted Business, if, after giving effect to any such acquisition of Capital Stock, such Person is or becomes a Restricted Subsidiary of the Issuer; (3) to make a capital expenditure or other expenditures in connection with the construction, operation, maintenance, repair or improvement of existing properties and assets; (unless 4) to acquire or invest in Replacement Assets or acquire long-term assets in a Permitted Business; or (5) any combination of the foregoing; provided that in the case of clauses (2), (3) and (4) above, (i) any such Designated Non-cash Consideration has been converted acquisition, expenditure or investment in accordance with such clause may be made by means of an acquisition, expenditure or investment by a Restricted Subsidiary in an amount equal to the Net Proceeds received by the Issuer or another Restricted Subsidiary, (ii) if the Issuer or any Restricted Subsidiary enters into casha binding commitment within such 365 day period, which cash such binding commitment shall be treated after as a permitted application of the Net Proceeds from such conversion as Asset Sale if an amount equal to such Net Available CashProceeds is applied within 180 days of the end of the 365 day period (provided further that if such commitment is later terminated or canceled before such Net Proceeds are applied and the Issuer or any Restricted Subsidiary enters into another binding commitment (the “Second Commitment”) within 180 days of such cancellation or termination (or, if later, 365 days from the receipt of such Net Proceeds), such Second Commitment shall be treated as a binding commitment; provided further that if any Second Commitment is later terminated or canceled before such Net Proceeds are applied, then such Net Proceeds shall constitute Excess Proceeds if not to exceed 7.5% of Consolidated Net Tangible Assets at the time otherwise applied as provided above within 365 days of the receipt of such Designated Non-cash Consideration Net Proceeds), (with iii) if assets subject to such Asset Sale constitute Collateral, any assets acquired or investment described in clauses (2) and (4) above shall be pledged as Collateral to secure the Fair Market Value of each item of Designated Non-cash Consideration being measured at Notes if and to the time received extent required by the Notes Collateral Documents (and without giving effect pursuant to subsequent changes the terms thereof) and (iv) if assets subject to such Asset Sale constitute Collateral, any such assets underlying any expenditure described in valueclause (3) above shall be pledged as Collateral to secure the Notes if and to the extent required by the Notes Collateral Documents (and pursuant to the terms thereof). (bc) In Pending the event final application of the amount of any such Net Proceeds, the Issuer or any of its Restricted Subsidiaries may temporarily reduce revolving credit borrowings or otherwise apply the Net Proceeds in any manner that is not prohibited by this Indenture. Holders of Notes may not have control of, or a perfected security interest in the Net Proceeds, which could diminish the value of the Collateral. (d) The amount of any Net Proceeds from Asset Sales that is not applied or invested as described above will constitute “Excess Proceeds.” When the aggregate amount of Excess Proceeds exceeds $35.0 million, within 30 days thereof, unless waived or modified with the consent of the Holders of a majority in aggregate principal amount of the Notes then outstanding, the Issuer will make an Asset Disposition that requires the purchase Sale Offer to all Holders of Notes (with a copy to the Trustee) and all holders of other Senior Indebtedness of Boise Paper Holdings) pursuant to Section 4.06 (a)(3)(C), the Issuers shall purchase Notes tendered pursuant to an offer by the Issuers for that is pari passu with the Notes (containing provisions similar to those set forth in this Indenture with respect to offers to purchase or redeem such Indebtedness with the proceeds of sales of assets to purchase the maximum principal amount of Notes and such other Senior Indebtedness) effectively pari passu Indebtedness that may be purchased out of the Excess Proceeds. The offer price in any Asset Sale Offer will be equal to 100% of the principal amount being purchased, plus accrued and unpaid interest thereon, if any, to but excluding, the date of purchase, and will be payable in cash. The Issuer may satisfy the foregoing obligation with respect to such Net Proceeds from Asset Sales by making an Asset Sale Offer with respect to all or a portion of the available Net Proceeds (the “Advance Portion”) in advance of being required to do so by this Indenture (the “Advance Offer”) at a purchase price of 100% of their principal amount ). If any Excess Proceeds (or, in the event such other Senior Indebtedness case of Boise Paper Holdings was issued with original issue discountan Advance Offer, 100% the Advance Portion) remain after consummation of an Asset Sale Offer, the accreted value with respect thereto) without premium, plus accrued but unpaid interest Issuer may use those Excess Proceeds (or, in respect the case of such other Senior Indebtedness of Boise Paper Holdingsan Advance Offer, such lesser price, if any, as may be provided the Advance Portion) for any purpose not otherwise prohibited by the terms of such Senior Indebtedness) in accordance with the procedures (including prorating in the event of oversubscription) set forth in Section 4.06(c)Indenture. If the aggregate purchase price principal amount of the securities Notes and other pari passu Indebtedness tendered into such Asset Sale Offer exceeds the Net Available Cash allotted to their purchaseamount of Excess Proceeds (or, in the case of an Advance Offer, the Issuers shall Advance Portion), the Trustee will select the securities Notes to be purchased on a pro rata basis but in round denominations(or, which in the case of Notes in global form, by such other method as DTC may prescribe) and the Issuer will select such other pari passu Indebtedness to be purchased pursuant to the terms of such other pari passu Indebtedness; provided that as between the Notes shall and any such other pari passu Indebtedness, such purchases will be denominations of $1,000 made on a on a pro rata basis based on the accreted value or principal amount of the Notes or such other pari passu Indebtedness (subject to adjustments to maintain the $2,000 minimum denomination) or multiples thereof. If authorized denominations for the aggregate purchase price of the securities purchased pursuant to such offer in accordance with this Section 4.06 is less than the Net Available Cash offered therefor, the Issuers may use any such excess Net Available Cash for general corporate purposes or any other purpose, in each case not prohibited by this Indenture. The Issuers shall not be required to make such an Offer to purchase Notes (and other Senior Indebtedness of Boise Paper Holdings) pursuant to this Section 4.06 if the Net Available Cash available therefor is less than $20.0 million (which lesser amount shall be carried forward for purposes of determining whether such an Offer is required with respect to the Net Available Cash from any subsequent Asset DispositionNotes). Upon completion of such an each Asset Sale Offer, Net Available Cash shall be deemed to be reduced by the aggregate amount of such Offer (regardless of the amount of Notes tendered in such Offer)Excess Proceeds will be reset at zero. (1) Promptly, and in any event within 10 days after the Issuers become obligated to make an Offer, the Issuers shall deliver to the Trustee and send, by first-class mail to each Holder, a written notice stating that the Holder may elect to have his Notes purchased by the Issuers either in whole or in part (subject to prorating as described in Section 4.06(b) in the event the Offer is oversubscribed) in integral multiples of $1,000 of principal amount (subject to the $2,000 minimum denomination), at the applicable purchase price. The notice shall specify a purchase date not less than 30 days nor more than 60 days after the date of such notice (the “Purchase Date”) and shall contain such information concerning the business of BZ Holdings and the Restricted Subsidiaries which the Issuers in good faith believe will enable such Holders to make an informed decision and all instructions and materials necessary to tender Notes pursuant to the Offer, together with the information contained in clause (3). (2) Not later than the date upon which written notice of an Offer is delivered to the Trustee as provided below, the Issuers shall deliver to the Trustee an Officers’ Certificate as to (A) the amount of the Offer (the “Offer Amount”), including information as to any other Senior Indebtedness included in the Offer, (B) the allocation of the Net Available Cash from the Asset Dispositions pursuant to which such Offer is being made and (C) the compliance of such allocation with the provisions of Section 4.06(a) and (b). On such date, the Issuers shall also irrevocably deposit with the Trustee or with a Paying Agent (or, if an Issuer is acting as its own Paying Agent, segregate and hold in trust) in Temporary Cash Investments, maturing on the last day prior to the Purchase Date or on the Purchase Date if funds are immediately available by open of business, an amount equal to the Offer Amount to be held for payment in accordance with the provisions of this Section. If the Offer includes other Senior Indebtedness, the deposit described in the preceding sentence may be made with any other paying agent pursuant to arrangements satisfactory to the Trustee. Upon the expiration of the period for which the Offer remains open (the “Offer Period”), the Issuers shall deliver to the Trustee for cancellation the Notes or portions thereof which have been properly tendered to and are to be accepted by the Issuers. The Trustee shall, on the Purchase Date, mail or deliver payment (or cause the delivery of payment) to each tendering Holder in the amount of the purchase price. In the event that the aggregate purchase price of the Notes delivered by the Issuers to the Trustee is less than the Offer Amount applicable to the Notes, the Trustee shall deliver the excess to the Issuers immediately after the expiration of the Offer Period for application in accordance with this Section 4.06. (3) Holders electing to have a Note purchased shall be required to surrender the Note, with an appropriate form duly completed, to the Issuers at the address specified in the notice at least three Business Days prior to the Purchase Date. Holders shall be entitled to withdraw their election if the Trustee or an Issuer receives not later than one Business Day prior to the Purchase Date, a facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note which was delivered for purchase by the Holder and a statement that such Holder is withdrawing his election to have such Note purchased. Holders whose Notes are purchased only in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered. (4) At the time the Issuers deliver Notes to the Trustee which are to be accepted for purchase, the Issuers shall also deliver an Officers’ Certificate stating that such Notes are to be accepted by the Issuers pursuant to and in accordance with the terms of this Section 4.06. A Note shall be deemed to have been accepted for purchase at the time the Trustee, directly or through an agent, mails or delivers payment therefor to the surrendering Holder. (de) The Issuers Issuer will comply, to the extent applicable, comply in all material respects with the requirements of Section 14(e) of Rule 14e-1 under the Exchange Act and any other securities laws or and regulations thereunder to the extent those laws and regulations are applicable in connection with the each repurchase of Notes pursuant to this Section 4.06an Asset Sale Offer. To the extent that the provisions of any securities laws or regulations conflict with the Asset Sale provisions of this Section 4.06Indenture, the Issuers shall Issuer will comply with the applicable securities laws and regulations and shall will not be deemed to have breached their its obligations under the Asset Sale provisions of this Section 4.06 Indenture by virtue of their compliance with such securities laws or regulationscompliance.

Limitation on Sales of Assets and Subsidiary Stock. (a) BZ Holdings shall The Company will not, and shall will not permit any of its Restricted Subsidiaries to, directly or indirectly, consummate make any Asset Disposition unless: (1) BZ Holdings the Company or such Restricted Subsidiary Subsidiary, as the case may be, receives consideration at the time of such Asset Disposition at least (both cash and non-cash) equal to not less than the Fair Market Value (including as such Xxxx Xxxxxx Value to be determined on the value date of all non-cash considerationcontractually agreeing to such Asset Disposition) of the shares and assets subject to such Asset Disposition; (2) at least 75% of the consideration thereof from such Asset Disposition received by BZ Holdings the Company or such Restricted Subsidiary Subsidiary, as the case may be, is in the form of cash or Cash Equivalents or Replacement Assets. For purposes of this clause (2), each of the following shall be deemed to be cash: (a) any liabilities (as shown on the face of the Company’s or such Restricted Subsidiary’s then most recent balance sheet), of the Company or any Restricted Subsidiary (other than contingent liabilities and Subordinated Obligations) that are assumed by the transferee of any such assets pursuant to a customary novation agreement that releases the Company or such Restricted Subsidiary from further liability; and (b) any securities, notes or other obligations received by the Company or any such Restricted Subsidiary from such transferee that are contemporaneously (subject to ordinary settlement periods) converted by the Company or such Restricted Subsidiary into cash equivalents(to the extent of the cash received in that conversion); and (3) an amount equal to 100% of the Net Available Cash from such Asset Disposition Disposition: (a) first, is applied by BZ Holdings the Company or such Restricted Subsidiary, as the case may be:, (Ai) to the extent BZ Holdings the Company or such any Restricted Subsidiary, as the case may be, elects (or is required by the terms of any Senior Indebtedness or Guarantor Senior Indebtedness), ) to prepay, repay, redeem repay or purchase such Senior Indebtedness under any Credit Agreement or Guarantor Senior Indebtedness (other than any Preferred Stock) of a Restricted Subsidiary that is not an Issuer or a Subsidiary Guarantor (in each case Disqualified Stock and other than Indebtedness owed to BZ Holdings the Company or an Affiliate of BZ Holdingsthe Company) within one year 395 days from the later of the date of such Asset Disposition or (such period, the receipt of such Net Available Cash; (B) “Application Period”), unless to the extent BZ Holdings or such Restricted Subsidiary, as the case may be, elects, to acquire, make or improve Additional Assets within one year from the later of the date of such Asset Disposition or the receipt of such Net Available Cash; (C) to the extent of the balance of such Net Available Cash after application is otherwise used in accordance with clauses clause (A) and (Bii), to make an offer to the Holders of the Notes (and to holders of other Senior Indebtedness of Boise Paper Holdings designated by Boise Paper Holdings) to purchase Notes (and such other Senior Indebtedness of Boise Paper Holdings) pursuant to and subject to the conditions contained in this Indenture; and (D) to enter into binding commitments to take any of the actions described in clauses (A) and (B), and take such actions within one year of entering into such commitment; provided, however, that that, in connection with any prepayment, repayment or purchase of any such Indebtedness pursuant to this clause (A) or (C) abovea), BZ Holdings the Company or such Restricted Subsidiary shall permanently will retire such Indebtedness and shall will cause the related loan commitment (if any) to be permanently reduced in an amount equal to the principal amount so prepaid, repaid or purchased. Notwithstanding , or (ii) to the foregoing provisions extent the Company or such Restricted Subsidiary elects, to invest in Replacement Assets within the applicable Application Period; and (b) second, to the extent of this Section 4.06the balance of the Net Available Cash after application in accordance with (a) above, BZ Holdings and is applied by the Company or such Restricted Subsidiaries will not be required Subsidiary, as the case may be, toward an offer to apply purchase Notes as set forth in the next succeeding paragraph; provided, however, that pending the final application of any such Net Available Cash in accordance with clause (a) or clause (b) above, the Company and its Restricted Subsidiaries may temporarily reduce Indebtedness or otherwise invest such Net Available Cash in any manner not prohibited by this Indenture; provided, further, that clauses (1) and (2) above shall not apply with respect to any Permitted Divestiture. On the 396th day after an Asset Disposition (or such earlier date, if any, as the Board of Directors of the Company or such Restricted Subsidiary determines that the Net Available Cash will not be applied in accordance with clause (3)(a) of the first paragraph of this Section 4.06 except 4.15), if the aggregate amount of Excess Proceeds not used to purchase Senior Notes and Senior Pari Passu Notes pursuant to a Senior Asset Disposition Offer (such balance, “Excess Proceeds”) exceeds $35.0 million, the Company will be required to make an offer (“Asset Disposition Offer”) to all Holders of Notes and, to the extent required by the terms of other Senior Subordinated Indebtedness, to all holders of other Senior Subordinated Indebtedness outstanding with similar provisions requiring the Company to make an offer to purchase such Senior Subordinated Indebtedness with the proceeds from any Asset Disposition (“Pari Passu Notes”) to purchase the maximum principal amount of Notes and any such Pari Passu Notes to which the Asset Disposition Offer applies that may be purchased out of the Excess Proceeds, at an offer price in cash in an amount equal to 100% of the principal amount of the Notes and Pari Passu Notes plus accrued and unpaid interest to the date of purchase, in accordance with the procedures set forth herein or the agreements governing the Pari Passu Notes, as applicable, in each case in integral multiples of $1,000. To the extent that the aggregate Net Available Cash from all Asset Dispositions which is amount of Notes and Pari Passu Notes so validly tendered and not applied in accordance with this covenant exceeds $20.0 million. Pending application of Net Available Cash properly withdrawn pursuant to this Section 4.06, such Net Available Cash shall be invested in Temporary Cash Investments or applied to temporarily reduce revolving credit Indebtedness. For the purposes of this Section 4.06(a), the following are deemed to be cash or cash equivalents: (1) the assumption or discharge of Indebtedness of BZ Holdings (other than obligations in respect of Disqualified Stock of BZ Holdings) or any Restricted Subsidiary (other than obligations in respect of Disqualified Stock or Preferred Stock of an Issuer or a Subsidiary Guarantor) and the release of BZ Holdings or such Restricted Subsidiary from all liability on such Indebtedness in connection with such Asset Disposition; (2) securities received by BZ Holdings or any Restricted Subsidiary from the transferee that are converted by BZ Holdings or such Restricted Subsidiary into cash within 180 days after such Asset Disposition, to the extent of the cash received in that conversion; and (3) any Designated Non-cash Consideration received by BZ Holdings or any Restricted Subsidiary in an Asset Disposition having an aggregate Fair Market Value, taken together with all other Designated Non-cash Consideration received pursuant to this clause (3) (unless such Designated Non-cash Consideration has been converted into cash, which cash shall be treated after such conversion as Net Available Cash), not to exceed 7.5% of Consolidated Net Tangible Assets at Offer is less than the time of the receipt of such Designated Non-cash Consideration (with the Fair Market Value of each item of Designated Non-cash Consideration being measured at the time received and without giving effect to subsequent changes in value). (b) In the event of an Asset Disposition that requires the purchase of Notes (and other Senior Indebtedness of Boise Paper Holdings) pursuant to Section 4.06 (a)(3)(C)Excess Proceeds, the Issuers shall purchase Notes tendered pursuant Company may use any remaining Excess Proceeds for general corporate purposes, subject to an offer by the Issuers for the Notes (and such other Senior Indebtedness) (the “Offer”) at a purchase price of 100% of their principal amount (or, covenants contained in the event such other Senior Indebtedness of Boise Paper Holdings was issued with original issue discount, 100% of the accreted value with respect thereto) without premium, plus accrued but unpaid interest (or, in respect of such other Senior Indebtedness of Boise Paper Holdings, such lesser price, if any, as may be provided for by the terms of such Senior Indebtedness) in accordance with the procedures (including prorating in the event of oversubscription) set forth in Section 4.06(c)this Indenture. If the aggregate purchase price principal amount of the securities tendered Notes surrendered by Holders thereof and other Pari Passu Notes surrendered by holders or lenders of such Pari Passu Notes, collectively, exceeds the Net Available Cash allotted to their purchaseamount of Excess Proceeds, the Issuers Trustee shall select the securities Notes and Pari Passu Notes to be purchased on a pro rata basis but in round denominations, which in on the case basis of the Notes shall be denominations of $1,000 aggregate principal amount (subject to the $2,000 minimum denomination) or multiples thereof. If the aggregate purchase price of the securities purchased pursuant to such offer in accordance with this Section 4.06 is less than the Net Available Cash offered therefor, the Issuers may use any such excess Net Available Cash for general corporate purposes or any other purpose, in each case not prohibited by this Indenture. The Issuers shall not be required to make such an Offer to purchase tendered Notes (and other Senior Indebtedness of Boise Paper Holdings) pursuant to this Section 4.06 if the Net Available Cash available therefor is less than $20.0 million (which lesser amount shall be carried forward for purposes of determining whether such an Offer is required with respect to the Net Available Cash from any subsequent Asset Disposition)Pari Passu Notes. Upon completion of such an Asset Disposition Offer, Net Available Cash shall be deemed to be reduced by the aggregate amount of such Offer (regardless of the amount of Excess Proceeds shall be reset at zero. Each Asset Disposition Offer will remain open for a period of 20 Business Days following its commencement, except to the extent that a longer period is required by applicable law (the “Asset Disposition Offer Period”). No later than five Business Days after the termination of the Asset Disposition Offer Period (the “Asset Disposition Purchase Date”), the Company will purchase the principal amount of Notes and Pari Passu Notes required to be purchased pursuant to this Section 4.15 (the “Asset Disposition Offer Amount”) or, if less than the Asset Disposition Offer Amount has been so validly tendered, all Notes and Pari Passu Notes validly tendered in such response to the Asset Disposition Offer). (1) Promptly, and in any event within 10 days after . Upon the Issuers become obligated to make commencement of an Asset Disposition Offer, the Issuers Company shall deliver send, by first class mail, a notice to the Trustee and send, by first-class mail to each Holder, a written notice stating that the Holder may elect to have his Notes purchased by the Issuers either in whole or in part (subject to prorating as described in Section 4.06(b) in the event the Offer is oversubscribed) in integral multiples of $1,000 of principal amount (subject to the $2,000 minimum denomination), at the applicable purchase priceits registered address. The notice shall specify a purchase date not less than 30 days nor more than 60 days after the date of such notice (the “Purchase Date”) and shall contain such information concerning the business of BZ Holdings and the Restricted Subsidiaries which the Issuers in good faith believe will enable such Holders to make an informed decision and all instructions and materials necessary to enable such Holder to tender Notes pursuant to the Asset Disposition Offer. Any Asset Disposition Offer shall be made to all Holders. The notice, which shall govern the terms of the Asset Disposition Offer, together with shall state: (1) that the information contained in clause (3).Asset Disposition Offer is being made pursuant to this Section 4.15; (2) Not later than the date upon which written notice of an Offer is delivered to the Trustee as provided below, the Issuers shall deliver to the Trustee an Officers’ Certificate as to (A) the amount of the Offer (the “Offer Amount”), including information as to any other Senior Indebtedness included in the Offer, (B) the allocation of the Net Available Cash from the Asset Dispositions pursuant to which such Offer is being made and (C) the compliance of such allocation with the provisions of Section 4.06(a) and (b). On such date, the Issuers shall also irrevocably deposit with the Trustee or with a Paying Agent (or, if an Issuer is acting as its own Paying Agent, segregate and hold in trust) in Temporary Cash Investments, maturing on the last day prior to the Purchase Date or on the Purchase Date if funds are immediately available by open of business, an amount equal to the Disposition Offer Amount to be held for payment in accordance with and the provisions of this Section. If the Offer includes other Senior Indebtedness, the deposit described in the preceding sentence may be made with any other paying agent pursuant to arrangements satisfactory to the Trustee. Upon the expiration of the period for which the Offer remains open (the “Offer Period”), the Issuers shall deliver to the Trustee for cancellation the Notes or portions thereof which have been properly tendered to and are to be accepted by the Issuers. The Trustee shall, on the Asset Disposition Purchase Date, mail or deliver payment (or cause the delivery of payment) to each tendering Holder in the amount of the purchase price. In the event that the aggregate purchase price of the Notes delivered by the Issuers to the Trustee is less than the Offer Amount applicable to the Notes, the Trustee shall deliver the excess to the Issuers immediately after the expiration of the Offer Period for application in accordance with this Section 4.06.; (3) that any Notes not tendered or accepted for payment shall continue to accrete or accrue interest; (4) that, unless the Company defaults in making such payment, any Notes accepted for payment pursuant to the Asset Disposition Offer shall cease to accrete or accrue interest after the Asset Disposition Purchase Date; (5) that Holders electing to have a Note purchased pursuant to the Asset Disposition Offer may only elect to have all of such Note purchased and may not elect to have only a portion of such Note purchased; (6) that Holders electing to have a Note purchased pursuant to any Asset Disposition Offer shall be required to surrender the Note, with an appropriate the form duly entitled “Option of Holder to Elect Purchase” on the reverse of the Notes completed, or transfer by book-entry transfer, to the Issuers Company, a depository, if appointed by the Company, or the Paying Agent at the address specified in the notice at least three Business Days prior to days before the Asset Disposition Purchase Date. ; (7) that Holders shall be entitled to withdraw their election if the Trustee Company, the Depository or an Issuer receives the Paying Agent, as the case may be, receives, not later than one Business Day the second business day prior to the Asset Disposition Purchase Date, a facsimile transmission or letter notice setting forth the name of the Holder, the principal amount of the Note which was the Holder delivered for purchase by the Holder and a statement that such Holder is withdrawing his election to have such Note purchased. ; (8) that, if the aggregate principal amount of Notes surrendered by Holders exceeds the Asset Disposition Offer Amount, the Company shall select the Notes to be purchased on a pro rata basis (with such adjustments as may be deemed appropriate by the Company so that only Notes in denominations of $1,000, or integral multiples thereof, shall be purchased); (9) that Holders whose Notes are were purchased only in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered.surrendered (or transferred by book-entry transfer); and (410) At all other procedures, if any, determined by the time Company, consistent with this Indenture, that a Holder must follow in order to have its Notes purchased in the Issuers Asset Disposition Offer. If the Asset Disposition Purchase Date is on or after an interest record date and on or before the related Interest Payment Date, any accrued and unpaid interest will be paid to the Person in whose name a Note is registered at the close of business on such record date, and no additional interest will be payable to Holders who tender Notes pursuant to the Asset Disposition Offer. On or before the Asset Disposition Purchase Date, the Company will, to the extent lawful, accept for payment, on a pro rata basis to the extent necessary, the Asset Disposition Offer Amount of Notes and Pari Passu Notes or portions of such Notes and Pari Passu Notes so validly tendered and not properly withdrawn pursuant to the Asset Disposition Offer, or if less than the Asset Disposition Offer Amount has been validly tendered and not properly withdrawn, all Notes and Pari Passu Notes so validly tendered and not properly withdrawn, in each case in integral multiples of $1,000. The Company will deliver Notes to the Trustee which are to be accepted for purchase, the Issuers shall also deliver an Officers’ Certificate stating that such Notes are to be or portions thereof were accepted for payment by the Issuers pursuant to and Company in accordance with the terms of this Section 4.064.15 and, in addition, the Company will deliver all certificates and notes required, if any, by the agreements governing the Pari Passu Notes. A The Company or the Paying Agent, as the case may be, will promptly (but in any case not later than five Business Days after termination of the Asset Disposition Offer Period) mail or deliver to each tendering Holder of Notes or holder or lender of Pari Passu Notes, as the case may be, an amount equal to the purchase price of the Notes or Pari Passu Notes so validly tendered and not properly withdrawn by such holder or lender, as the case may be, and accepted by the Company for purchase, and the Company will promptly issue a new Note, and the Trustee, upon delivery of an Officers’ Certificate from the Company, will authenticate and mail or deliver such new Note to such Holder, in a principal amount equal to any unpurchased portion of the Note surrendered; provided that each such new Note will be in a principal amount of $1,000 or an integral multiple of $1,000. In addition, the Company will take any and all other actions required by the agreements governing the Pari Passu Notes. Any Note not so accepted will be promptly mailed or delivered by the Company to the Holder thereof. The Company will publicly announce the results of the Asset Disposition Offer on or promptly following the Asset Disposition Purchase Date. In the event of the transfer of substantially all (but not all) of the property and assets of the Company and its Restricted Subsidiaries as an entirety to a Person in a transaction permitted under Article 5, which transaction does not constitute a Change of Control, the successor company shall be deemed to have been accepted sold the properties and assets of the Company and its Restricted Subsidiaries not so transferred for purchase at purposes of this Section 4.15, and shall comply with the time provisions of this Section 4.15 with respect to such deemed sale as if it were an Asset Disposition. In addition, the Trustee, directly Fair Market Value of such properties and assets of the Company or through an agent, mails or delivers payment therefor its Restricted Subsidiaries deemed to the surrendering Holder. (d) be sold shall be deemed to be Net Available Cash for purposes of this Section 4.15. The Issuers Company will comply, to the extent applicable, with the requirements of Section Rule 14(e) of the Exchange Act and any other securities laws or regulations in connection with the repurchase of Notes pursuant to this Section 4.064.15. To the extent that the provisions of any securities laws or regulations conflict with provisions of this Section 4.064.15, the Issuers shall Company will comply with the applicable securities laws and regulations and shall will not be deemed to have breached their its obligations under this Section 4.06 Indenture by virtue of their compliance with such securities laws or regulationsany conflict.

Limitation on Sales of Assets and Subsidiary Stock. (a) BZ Holdings Parent shall not, and shall not permit any of its Restricted Subsidiaries Subsidiary to, directly or indirectly, consummate any Asset Disposition unless: (1) BZ Holdings Parent or such Restricted Subsidiary receives consideration at the time of such Asset Disposition at least equal to the Fair Market Value (including as to the value of all non-cash consideration) of the shares and assets subject to such Asset Disposition; (2) at least 75% of the consideration thereof received by BZ Holdings Parent or such Restricted Subsidiary is in the form of cash or cash equivalents; and (3) an amount equal to 100% of the Net Available Cash from such Asset Disposition is applied by BZ Holdings Parent or such Restricted Subsidiary within 365 days after Parent’s or any Restricted Subsidiary’s receipt of the proceeds of any Asset Disposition, as the case may be: (A) to repay (i) secured Indebtedness (and, if the extent BZ Holdings or such Restricted SubsidiaryIndebtedness repaid is revolving credit Indebtedness, as the case may be, elects (or is required by the terms of any Indebtednessto correspondingly reduce commitments with respect thereto), to prepay, repay, redeem or purchase (ii) Indebtedness under any Credit Agreement or Indebtedness (other than any Preferred Stock) of a Restricted Subsidiary that is not an a Subsidiary Guarantor, (iii) the Notes or (iv) other Senior Indebtedness (other than secured Indebtedness) (provided that if the Issuer or a Subsidiary any Guarantor shall so reduce Obligations under other Senior Indebtedness pursuant to this subclause (iv) that does not constitute secured Indebtedness (which does not include Indebtedness described in subclauses (i), (ii) and (iii), even if such Indebtedness may also constitute Senior Indebtedness), the Issuer will equally and ratably repurchase the Notes as provided under Article III through open-market purchases (provided that such purchases are at or above 100% of the principal amount thereof) or by making an offer (in accordance with the procedures set forth in Section 4.06(b) for an Excess Proceeds Offer) to all Holders to purchase a pro rata principal amount of Notes at a purchase price equal to 100% of the principal amount thereof, plus accrued and unpaid interest, if any), in each case case, other than Indebtedness owed to BZ Holdings an Issuer or an Affiliate of BZ Holdings) within one year from the later of the date of such Asset Disposition or the receipt of such Net Available CashIssuer; (B) to the extent BZ Holdings or the Issuer elects (including with respect to the balance of such Restricted Subsidiary, as the case may be, electsNet Available Cash after application (if any) in accordance with clause (A)), to acquire, make or improve acquire Additional Assets within one year from the later of the date of such Asset Disposition or the receipt of such Net Available Cash;; and (C) to the extent of the balance of such Net Available Cash after application (if any) in accordance with clauses (A) and (B), to make an offer to the Holders of the Notes (and to holders of other Senior Indebtedness of Boise Paper Holdings the Issuer or any Guarantor designated by Boise Paper HoldingsParent) to purchase Notes (and such other Senior Indebtedness of Boise Paper Holdingsthe Issuer or any Guarantor) pursuant to and subject to the conditions contained in this Indenture; and (D) to enter into binding commitments to take any of the actions described in clauses (A) and (B), and take such actions within one year of entering into such commitment; provided, however, that in connection with any prepayment, repayment or purchase of Indebtedness pursuant made to satisfy clause (A) or (C) above, BZ Holdings Parent or such Restricted Subsidiary shall permanently retire such Indebtedness and shall cause the related loan commitment (if any) to be permanently reduced in an amount equal to the principal amount so prepaid, repaid or purchased. In the case of clause (B) above, a binding commitment shall be treated as a permitted application of the Net Available Cash from the date of such commitment until the 18-month anniversary of the date of the receipt of such Net Available Cash. Notwithstanding the foregoing provisions of this Section 4.06, BZ Holdings (A) the 75% limitation referred to in Section 4.06(a)(2) shall not apply to any Asset Disposition in which the cash or cash equivalents portion of the consideration received therefrom, determined in accordance with Section 4.06(a), is equal to or greater than what the after-tax proceeds would have been had such Asset Disposition complied with the aforementioned 75% limitation and (B) Parent and the Restricted Subsidiaries will not be required to apply any Net Available Cash in accordance with this Section 4.06 except to the extent that the aggregate Net Available Cash from all Asset Dispositions which that is not applied in accordance with this covenant Section 4.06 (the “Excess Proceeds”) exceeds $20.0 25.0 million. Pending application of Net Available Cash pursuant to this Section 4.06, such Net Available Cash shall may be invested in Temporary Cash Investments or applied to temporarily reduce revolving credit Indebtednessindebtedness or in any other manner not prohibited by this Indenture. For the purposes of this Section 4.06(a)4.06, the following are deemed to be cash or cash equivalents: (1) the assumption or discharge of Indebtedness any liabilities (as shown on Parent’s or such Restricted Subsidiary’s most recent balance sheet or in the footnotes thereto) of BZ Holdings (other than obligations in respect of Disqualified Stock of BZ Holdings) Parent or any such Restricted Subsidiary (other than obligations liabilities that are by their terms subordinated in respect right of Disqualified Stock payment to the Notes) that are assumed by the transferee of such assets or Preferred Stock of an Issuer that are otherwise cancelled or a Subsidiary Guarantor) and the release of BZ Holdings or such Restricted Subsidiary from all liability on such Indebtedness terminated in connection with the transaction with such Asset Dispositiontransferee; (2) securities or other obligations or assets received by BZ Holdings Parent or any Restricted Subsidiary from the transferee that are converted by BZ Holdings Parent or such Restricted Subsidiary into cash within 180 days after into cash, to the extent of cash received in that conversion; (3) all Temporary Cash Investments; (4) Indebtedness of any Restricted Subsidiary that is no longer a Restricted Subsidiary as a result of such Asset Disposition, to the extent that the Issuer and each other Restricted Subsidiary are released from any guarantee of payment of such Indebtedness in connection with the Asset Disposition; (5) consideration consisting of Indebtedness of the cash Issuer (other than Subordinated Indebtedness) received in that conversionafter the Issue Date from Persons who are not Parent or any Restricted Subsidiary; and (36) any Designated Non-cash Noncash Consideration received by BZ Holdings or any Restricted Subsidiary in an Asset Disposition having an aggregate Fair Market ValueValue that, when taken together with all other Designated Non-cash Noncash Consideration previously received pursuant to this clause (3) (unless such Designated Non-cash Consideration has been converted into cashand then outstanding, which cash shall be treated after such conversion as Net Available Cash), does not to exceed 7.5% of Consolidated Net Tangible Assets at the time of the receipt of such Designated Non-cash Noncash Consideration (with the Fair Market Value of each item of Designated Non-cash Noncash Consideration being measured at the time received and without giving effect to subsequent changes in value)) $35.0 million. (b) In the event of an Asset Disposition that requires the purchase of Notes (and other Senior Indebtedness of Boise Paper Holdingsthe Issuer or any Guarantor) pursuant to Section 4.06 (a)(3)(C4.06(a)(3)(C), the Issuers Issuer shall purchase Notes tendered pursuant to an offer (an “Excess Proceeds Offer”) by the Issuers Issuer for the Notes (and such other Senior Indebtedness) (the “Offer”) at a purchase price of 100% of their principal amount (or, in the event such other Senior Indebtedness of Boise Paper Holdings the Issuer or a Guarantor was issued with a significant original issue discount, 100% of the accreted value with respect theretothereof) without premium, plus accrued but unpaid interest (or, in respect of such other Senior Indebtedness of Boise Paper Holdingsthe Issuer or a Guarantor, such lesser price, if any, as may be provided for by the terms of such Senior Indebtedness) in accordance with the procedures (including prorating in the event of oversubscription) set forth in Section 4.06(c)this Indenture. If the aggregate purchase price principal amount of Notes and other Senior Indebtedness of the securities Issuer or a Guarantor tendered exceeds the Net Available Cash allotted to their purchase, the Issuers Issuer shall select the securities Notes and such other Senior Indebtedness to be purchased on a pro rata basis based on the principal amount of the Notes or such other Senior Indebtedness but in round denominations, which in the case of the Notes shall will be denominations of $1,000 2,000 principal amount (subject to the $2,000 minimum denomination) or multiples thereof. If the aggregate purchase price of the securities purchased pursuant to such offer in accordance with this Section 4.06 is less than the Net Available Cash offered therefor, the Issuers may use any such excess Net Available Cash for general corporate purposes or any other purpose, in each case not prohibited by this Indenturegreater integral multiple of $1,000. The Issuers Issuer shall not be required to make such an Offer offer to purchase Notes (and other Senior Indebtedness of Boise Paper Holdingsthe Issuer or a Guarantor) pursuant to this Section 4.06 if the Net Available Cash available therefor is less than $20.0 15.0 million (which lesser amount shall be carried forward for purposes of determining whether such an Offer offer is required with respect to the Net Available Cash from any subsequent Asset Disposition). Upon completion of such an Offeroffer to purchase, Net Available Cash shall will be deemed to be reduced by the aggregate amount of such Offer (regardless of the amount of Notes tendered in such Offer)offer. (1) Promptly, and in any event within 10 days after the Issuers become obligated to make an Offer, the Issuers shall deliver to the Trustee and send, by first-class mail to each Holder, a written notice stating that the Holder may elect to have his Notes purchased by the Issuers either in whole or in part (subject to prorating as described in Section 4.06(b) in the event the Offer is oversubscribed) in integral multiples of $1,000 of principal amount (subject to the $2,000 minimum denomination), at the applicable purchase price. The notice shall specify a purchase date not less than 30 days nor more than 60 days after the date of such notice (the “Purchase Date”) and shall contain such information concerning the business of BZ Holdings and the Restricted Subsidiaries which the Issuers in good faith believe will enable such Holders to make an informed decision and all instructions and materials necessary to tender Notes pursuant to the Offer, together with the information contained in clause (3). (2) Not later than the date upon which written notice of an Offer is delivered to the Trustee as provided below, the Issuers shall deliver to the Trustee an Officers’ Certificate as to (A) the amount of the Offer (the “Offer Amount”), including information as to any other Senior Indebtedness included in the Offer, (B) the allocation of the Net Available Cash from the Asset Dispositions pursuant to which such Offer is being made and (C) the compliance of such allocation with the provisions of Section 4.06(a) and (b). On such date, the Issuers shall also irrevocably deposit with the Trustee or with a Paying Agent (or, if an Issuer is acting as its own Paying Agent, segregate and hold in trust) in Temporary Cash Investments, maturing on the last day prior to the Purchase Date or on the Purchase Date if funds are immediately available by open of business, an amount equal to the Offer Amount to be held for payment in accordance with the provisions of this Section. If the Offer includes other Senior Indebtedness, the deposit described in the preceding sentence may be made with any other paying agent pursuant to arrangements satisfactory to the Trustee. Upon the expiration of the period for which the Offer remains open (the “Offer Period”), the Issuers shall deliver to the Trustee for cancellation the Notes or portions thereof which have been properly tendered to and are to be accepted by the Issuers. The Trustee shall, on the Purchase Date, mail or deliver payment (or cause the delivery of payment) to each tendering Holder in the amount of the purchase price. In the event that the aggregate purchase price of the Notes delivered by the Issuers to the Trustee is less than the Offer Amount applicable to the Notes, the Trustee shall deliver the excess to the Issuers immediately after the expiration of the Offer Period for application in accordance with this Section 4.06. (3) Holders electing to have a Note purchased shall be required to surrender the Note, with an appropriate form duly completed, to the Issuers at the address specified in the notice at least three Business Days prior to the Purchase Date. Holders shall be entitled to withdraw their election if the Trustee or an Issuer receives not later than one Business Day prior to the Purchase Date, a facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note which was delivered for purchase by the Holder and a statement that such Holder is withdrawing his election to have such Note purchased. Holders whose Notes are purchased only in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered. (4) At the time the Issuers deliver Notes to the Trustee which are to be accepted for purchase, the Issuers shall also deliver an Officers’ Certificate stating that such Notes are to be accepted by the Issuers pursuant to and in accordance with the terms of this Section 4.06. A Note shall be deemed to have been accepted for purchase at the time the Trustee, directly or through an agent, mails or delivers payment therefor to the surrendering Holder. (dc) The Issuers will Issuer shall comply, to the extent applicable, with the requirements of Section 14(e) of the Exchange Act and any other securities laws or regulations in connection with the repurchase of Notes pursuant to this Section 4.06. To the extent that the provisions of any securities laws or regulations conflict with provisions of this Section 4.06, the Issuers Issuer shall comply with the applicable securities laws and regulations and shall will not be deemed to have breached their its obligations under this Section 4.06 by virtue of their its compliance with such securities laws or regulations.

Limitation on Sales of Assets and Subsidiary Stock. (a) BZ Holdings The Company shall not, and shall not permit any of its Restricted Subsidiaries Subsidiary to, directly or indirectly, consummate make any Asset Disposition unless: (1i) BZ Holdings the Company or such Restricted Subsidiary receives consideration (including by way of relief from, or by any other Person assuming sole responsibility for, any liabilities, contingent or otherwise) at the time of such Asset Disposition at least equal to the Fair Market Value (including as to the fair market value of all non-cash consideration) of the shares and assets subject to such Asset Disposition; (2ii) at least 7580% of the consideration thereof received by BZ Holdings the Company or such Restricted Subsidiary is in the form of cash or cash equivalentsCash Equivalents; and (3iii) an amount equal to 100% of the Net Available Cash from such Asset Disposition is applied by BZ Holdings the Company (or such Restricted Subsidiary, as the case may be:): (A) first, to the extent BZ Holdings or such Restricted Subsidiary, as the case may be, Company elects (or is required by the terms of any IndebtednessSenior Indebtedness or Indebtedness (other than Preferred Stock) of a Wholly Owned Subsidiary), to prepay, repay, redeem repay or purchase Senior Indebtedness under any Credit Agreement (other than the Securities) or Indebtedness (other than any Preferred Stock) of a Restricted Wholly Owned Subsidiary that is not an Issuer or a Subsidiary Guarantor (in each case other than Indebtedness owed to BZ Holdings the Company or an Affiliate of BZ Holdingsthe Company) within one year from 365 days after the later of the date of such Asset Disposition or the receipt of such Net Available Cash; (B) second, to the extent BZ Holdings of the balance of Net Available Cash after application in accordance with clause (A), to the extent the Company or such Restricted Subsidiary, as the case may be, Subsidiary elects, to acquire, make or improve reinvest in Additional Assets (including by means of an Investment in Additional Assets by a Restricted Subsidiary with Net Available Cash received by the Company or another Restricted Subsidiary) within one year 365 days from the later of the date of such Asset Disposition or the receipt of such Net Available Cash; (C) third, to the extent of the balance of such Net Available Cash after application in accordance with clauses (A) and (B), to make an offer to the Holders of the Notes Offer (and to holders of other Senior Indebtedness of Boise Paper Holdings designated by Boise Paper Holdingsas defined below) to purchase Notes (and such other Senior Indebtedness of Boise Paper Holdings) Securities pursuant to and subject to the conditions contained in this Indenture; of Section 4.06(b), and (D) fourth, to enter into binding commitments to take any the extent of the actions described balance of such Net Available Cash after application in accordance with clauses (A), (B) and (BC), to (x) acquire Additional Assets (other than Indebtedness and take such actions Capital Exh. T3C-52 Stock) or (y) prepay, repay or purchase Indebtedness of the Company (other than Indebtedness owed to an Affiliate of the Company and other than Disqualified Stock of the Company) or Indebtedness of any Restricted Subsidiary (other than Indebtedness owed to the Company or an Affiliate of the Company), in each case described in this clause (D) within one year from the receipt of entering into such commitmentNet Available Cash or, if the Company has made an Offer pursuant to clause (C), six months from the date such Offer is consummated; provided, however, that in connection with any prepayment, repayment or purchase of Indebtedness pursuant to clause (A), (C) or (CD) above, BZ Holdings the Company or such Restricted Subsidiary shall permanently retire such Indebtedness and shall cause the related loan commitment (if any) to be permanently reduced in an amount equal to the principal amount so prepaid, repaid or purchased. Notwithstanding the foregoing provisions of this Section 4.06, BZ Holdings the Company and the Restricted Subsidiaries will shall not be required to apply any Net Available Cash in accordance with this Section 4.06 except to the extent that the aggregate Net Available Cash from all Asset Dispositions which that is not applied in accordance with this covenant Section 4.06 exceeds $20.0 (Pounds)3.0 million. Pending application of Net Available Cash pursuant to this Section 4.06, such Net Available Cash shall be invested in Temporary Cash Investments or applied to temporarily reduce revolving credit Indebtedness. For the purposes of this Section 4.06(a)4.06, the following are deemed to be cash or cash equivalents: cash: (1x) the assumption or discharge of Indebtedness of BZ Holdings the Company (other than obligations in respect of Disqualified Stock of BZ Holdingsthe Company) or any Restricted Subsidiary (other than obligations in respect of Disqualified Stock or Preferred Stock of an Issuer or a Subsidiary Guarantor) and the release of BZ Holdings the Company or such Restricted Subsidiary from all liability on such Indebtedness in connection with such Asset Disposition; Disposition and (2y) securities received by BZ Holdings the Company or any Restricted Subsidiary from the transferee that are promptly converted by BZ Holdings the Company or such Restricted Subsidiary into cash within 180 days after such Asset Disposition, to the extent of the cash received in that conversion; and (3) any Designated Non-cash Consideration received by BZ Holdings or any Restricted Subsidiary in an Asset Disposition having an aggregate Fair Market Value, taken together with all other Designated Non-cash Consideration received pursuant to this clause (3) (unless such Designated Non-cash Consideration has been converted into cash, which cash shall be treated after such conversion as Net Available Cash), not to exceed 7.5% of Consolidated Net Tangible Assets at the time of the receipt of such Designated Non-cash Consideration (with the Fair Market Value of each item of Designated Non-cash Consideration being measured at the time received and without giving effect to subsequent changes in value). (b) In the event of an Asset Disposition that requires the purchase of Notes (and other Senior Indebtedness of Boise Paper Holdings) Securities pursuant to clause (a)(iii)(C) of this Section 4.06 (a)(3)(C)4.06, the Issuers Company shall be required to purchase Notes Securities tendered pursuant to an offer by the Issuers Company for the Notes (and such other Senior Indebtedness) Securities (the “"Offer”") at a purchase price of 100% of their principal amount (or, in the event such other Senior Indebtedness of Boise Paper Holdings was issued with original issue discount, 100% of the accreted value with respect thereto) without premium, plus accrued but unpaid interest (or, in respect of such other Senior Indebtedness of Boise Paper Holdings, such lesser priceand Additional Amounts, if any, as may be provided for by to the terms date of such Senior Indebtednesspurchase (and, in the case of Definitive Securities, subject to the right of Holders of record on a record date to receive interest on the relevant interest payment date and Additional Amounts, if any, in respect thereof) in accordance with the procedures (including prorating prorationing in the event of oversubscription) set forth in Section 4.06(c). If the aggregate purchase price of the securities Securities tendered exceeds the Net Available Cash allotted to their purchase, the Issuers shall select the securities to be purchased on a pro rata basis but in round denominations, which in the case of the Notes shall be denominations of $1,000 principal amount (subject pursuant to the $2,000 minimum denomination) or multiples thereof. If the aggregate purchase price of the securities purchased pursuant to such offer in accordance with this Section 4.06 Offer is less than the Net Available Cash offered thereforallotted to the purchase of the Securities, the Issuers may use any such excess Company shall apply the remaining Net Available Cash for general corporate purposes or any other purpose, in each case not prohibited by accordance with clause (a)(iii)(D) of this IndentureSection 4.06. The Issuers Company shall not be required to make such an Offer to purchase Notes (and other Senior Indebtedness of Boise Paper Holdings) for Securities pursuant to this Section 4.06 if the Net Available Cash available therefor (after application of the proceeds as provided in clauses (A) and (B) of this Section 4.06 (a)(iii)) is less than $20.0 (Pounds)3.0 million for any particular Asset Disposition (which lesser amount shall be carried forward for purposes of determining whether such an Offer is required with respect to the Net Available Cash from any subsequent Asset Disposition). Upon completion of such If the Purchase Date (as defined below) is on or after an Offerinterest record date and on or before the related Interest Payment Date, Net Available Cash any accrued and unpaid interest shall be deemed paid in the case of a Global Security, to Exh. T3C-53 the Holder thereof or, in the case of a Definitive Security, to the Person in whose name such Definitive Security is registered at the close of business on such Record Date, and no additional interest shall be reduced by payable to Holders with respect to Securities tendered pursuant to the aggregate amount of such Offer (regardless of the amount of Notes tendered in such Offer). (1) Promptly, and in any event within 10 days after the Issuers become Company becomes obligated to make an Offer, the Issuers Company shall be obligated to deliver to the Trustee and sendto publish in a leading newspaper having a general circulation in New York (which is expected to be the Wall Street Journal) (and, by first-class mail to each Holderif and so long as the Securities are listed on the Luxembourg Stock Exchange and the rules of such Stock Exchange shall so require, a written newspaper having a general circulation in Luxembourg (which is expected to be the Luxemburger Wort)) or, in the case of Definitive Securities, mail or cause to be mailed a notice stating of an Offer by first class mail, postage prepaid, to the registered address of each Holder whose Securities are to be purchased. The notice shall state that the Holder may elect to have his Notes Securities purchased by the Issuers Company either in whole or in part (subject to prorating pro-rationing as hereinafter described in Section 4.06(b) in the event the Offer is oversubscribed) in integral multiples of $1,000 DM1,000 of principal amount (subject to the $2,000 minimum denomination)amount, at the applicable purchase price. The notice shall specify a purchase date not less than 30 days nor more than 60 days after the date of such notice (the “"Purchase Date”") and shall contain (or, in the case of a notice by publication, shall contain instructions on how to obtain from the Company by first class mail, postage prepaid) such information concerning the business of BZ Holdings and the Restricted Subsidiaries Company which the Issuers Company in good faith believe will believes shall enable such Holders to make an informed decision (which at a minimum shall include (i) a description of material developments in the Company's business subsequent to the date of the latest annual, quarterly or Form 8-K information provided pursuant to this Indenture, (ii) if material, appropriate pro forma financial information and (iii) all instructions and materials necessary to tender Notes Securities pursuant to the Offer, together with the information contained address referred to in clause (3)). Notice of an Offer shall also be given in accordance with any applicable requirements of any other securities exchange on which the Securities are listed. (2) Not later than the date upon which written notice of an Offer is delivered to the Trustee as provided belowabove, the Issuers Company shall deliver to the Trustee an Officers’ ' Certificate as to (Ai) the amount of the Offer (the “"Offer Amount”"), including information as to any other Senior Indebtedness included in the Offer, (Bii) the allocation of the Net Available Cash from the Asset Dispositions pursuant to which such Offer is being made and (Ciii) the compliance of such allocation with the provisions of Section 4.06(a) and (b). On such date, the Issuers Company shall also irrevocably deposit with the Trustee or with a Paying Agent paying agent (or, if an Issuer the Company is acting as its own Paying Agentpaying agent, segregate and hold in trust) in Temporary Cash Investments, maturing on the last day prior to the Purchase Date or on the Purchase Date if funds are immediately available by open of business, an amount equal to the Offer Amount to be invested in Temporary Cash Investments and to be held for payment in accordance with the provisions of this Section. If the Offer includes other Senior Indebtedness, the deposit described in the preceding sentence may be made with any other paying agent pursuant to arrangements satisfactory to the Trustee. Upon the expiration of the period for which the Offer remains open (the “"Offer Period”"), the Issuers Company shall deliver to the Trustee for cancellation adjustment (in the Notes case of Global Securities) or cancelation (in the case of Definitive Securities) the Securities or portions thereof which that have been properly tendered to and are to be accepted by the IssuersCompany. The Trustee shall, on On the Purchase Date, the Paying Agent shall promptly cause the principal amount of any Global Security tendered pursuant to the Offer to be adjusted on Schedule A thereof to be equal to any unpurchased portion of such Global Security which unpurchased portion must be equal to DM1,000 in principal amount at maturity or an integral multiple thereof, and shall promptly authenticate and mail or deliver payment (or cause the delivery of payment) to each tendering Holder of a Definitive Security, a new Definitive Security or Securities equal in the principal amount to any unpurchased portion of the Definitive Security surrendered which unpurchased portion must be equal to DM1,000 in Exh. T3C-54 principal amount at maturity or an integral multiple thereof. The Trustee shall promptly (but in any case not later than five Business Days after the Purchase Date) mail or deliver to each tendering Holder an amount equal to the purchase priceprice of the Securities tendered by such Holder and accepted by the Company for purchase. Any Securities not so accepted shall be promptly mailed or delivered by or on behalf of the Company to the Holder thereof. The Company shall publicly announce the results of the Offer not later than the third Business Day following the Purchase Date. In the event that the aggregate purchase price principal amount of the Notes delivered Securities or portion thereof surrendered by the Issuers Securityholders thereof pursuant to the Trustee an Offer is less than the Offer Amount applicable to the NotesAmount, the Trustee shall deliver the excess to the Issuers Company immediately after the expiration of the Offer Period for application in accordance with this Section 4.06Section. (3) Holders electing to have a Note Security purchased shall be required to surrender the NoteSecurity, with an appropriate form duly completed, to the Issuers Company at the address specified in the notice at least three Business Days prior to the Purchase Date. Holders shall be entitled to withdraw their election if the Trustee or an Issuer the Company receives not later than one Business Day prior to the Purchase Date, a facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note Security which was delivered for purchase by the Holder for purchase and a statement that such Holder is withdrawing his election to have such Note Security purchased. Ix xx xhe expiration of the Offer Period the aggregate principal amount of Securities surrendered by Holders whose Notes exceeds the Offer Amount, the Company shall select the Securities to be purchased in compliance with the requirements of the principal securities exchange, if any, on which such Securities are purchased listed or, if such Securities are not so listed or such exchange prescribes no method of selection, subject to applicable law, on a pro rata basis (with such adjustments as may be deemed appropriate by the Company so that only Securities in part denominations of DM1,000, or integral multiples thereof, shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrenderedpurchased). (4) At the time the Issuers deliver Notes Company delivers Securities to the Trustee which are to be accepted for purchase, the Issuers Company shall also deliver an Officers’ ' Certificate stating that such Notes Securities are to be accepted by the Issuers Company pursuant to and in accordance with the terms of this Section 4.06Section. A Note Security shall be deemed to have been accepted for purchase at the time the Trustee, directly or through an agent, mails or delivers payment therefor to the surrendering Holder. (d) The Issuers will Company shall comply, to the extent applicable, with the requirements of Section 14(e) of the Exchange Act and any other securities laws or regulations, including any securities laws of the United Kingdom and Luxembourg and the requirements of the Luxembourg Stock Exchange or any other securities exchange on which the Securities are listed, to the extent such laws or regulations are applicable, in connection with the repurchase of Notes Securities pursuant to this Section 4.06Section. To the extent that the provisions of any securities laws or regulations conflict with provisions of this Section 4.06Section, the Issuers Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached their its obligations under this Section 4.06 by virtue of their compliance with such securities laws or regulationsthereof.

Limitation on Sales of Assets and Subsidiary Stock. (a) BZ Holdings Parent shall not, and shall not permit any of its Restricted Subsidiaries Subsidiary to, directly or indirectly, consummate any Asset Disposition unless: unless (1i) BZ Holdings Parent or such Restricted Subsidiary receives consideration at the time of such Asset Disposition at least equal to the Fair Market Value fair market value (including as to the value of all non-cash consideration) ), as determined in good faith by the Board of Directors, of the shares and assets subject to such Asset Disposition; (2) Disposition and at least 7585% of the consideration thereof received by BZ Holdings Parent or such Restricted Subsidiary is in the form of cash or cash equivalents; and equivalents and (3ii) an amount equal to 100% of the Net Available Cash from such Asset Disposition is applied by BZ Holdings Parent (or such Restricted Subsidiary, as the case may be: ) (A) to the extent BZ Holdings or such Restricted Subsidiary, as the case may be, Parent elects (or is required by the terms of any Indebtedness), to prepay, repay, redeem or purchase Indebtedness under any Credit Agreement (other than Subordinated Obligations) of Parent or the Company or Indebtedness (other than any Preferred Disqualified Stock) of a Restricted Subsidiary that is not an Issuer or a Subsidiary Guarantor (in each case other than Indebtedness owed to BZ Holdings Parent or an Affiliate of BZ HoldingsParent) within one year from the later of the date of such Asset Disposition or the receipt of such Net Available Cash; ; (B) to the extent BZ Holdings or such Restricted Subsidiary, as the case may be, Parent elects, to acquire, make or improve acquire Additional Assets within one year from the later of the date of such Asset Disposition or the receipt of such Net Available Cash;date (Ca) to the extent of the balance of such Net Available Cash after application in accordance with clauses (A) and (B), to make an offer to the Holders of the Notes (and to holders of other Senior Indebtedness of Boise Paper Holdings designated by Boise Paper Holdings) to purchase Notes (and such other Senior Indebtedness of Boise Paper Holdings) pursuant to and subject to the conditions contained in this Indenture; and (D) to enter into binding commitments to take any of the actions described in clauses (A) and (B), and take such actions within one year of entering into such commitment; provided, however, that in connection with any prepayment, repayment or purchase of Indebtedness pursuant to clause (A) or (C) above, BZ Holdings or such Restricted Subsidiary shall permanently retire such Indebtedness and shall cause the related loan commitment (if any) to be permanently reduced in an amount equal to the principal amount so prepaid, repaid or purchased. Notwithstanding the foregoing provisions of this Section 4.06, BZ Holdings and the Restricted Subsidiaries will not be required to apply any Net Available Cash in accordance with this Section 4.06 except to the extent that the aggregate Net Available Cash from all Asset Dispositions which is are not applied in accordance with this covenant Section 4.06(a) exceeds $20.0 5.0 million. Pending application of Net Available Cash pursuant to this Section 4.06covenant, such Net Available Cash shall may be invested in Temporary Cash Investments or applied to temporarily reduce revolving credit Indebtednessused for any purpose not prohibited by this Indenture. For the purposes of this Section 4.06(a)4.06, the following are deemed to be cash or cash equivalents: : (1x) the assumption or discharge of Indebtedness of BZ Holdings (other than obligations in respect of Disqualified Stock of BZ Holdings) Parent or any Restricted Subsidiary (other than obligations in respect of Disqualified Stock or Preferred Stock of an Issuer or a Subsidiary Guarantor) and the release of BZ Holdings Parent or such Restricted Subsidiary from all liability on such Indebtedness in connection with such Asset Disposition; Disposition and (2y) securities received by BZ Holdings Parent or any Restricted Subsidiary from the transferee that are promptly converted by BZ Holdings Parent or such Restricted Subsidiary into cash within 180 days after such Asset Disposition, to the extent of the cash received in that conversion; and (3) any Designated Non-cash Consideration received by BZ Holdings or any Restricted Subsidiary in an Asset Disposition having an aggregate Fair Market Value, taken together with all other Designated Non-cash Consideration received pursuant to this clause (3) (unless such Designated Non-cash Consideration has been converted into cash, which cash shall be treated after such conversion as Net Available Cash), not to exceed 7.5% of Consolidated Net Tangible Assets at the time of the receipt of such Designated Non-cash Consideration (with the Fair Market Value of each item of Designated Non-cash Consideration being measured at the time received and without giving effect to subsequent changes in value). (b) In the event of an Asset Disposition that requires the purchase of Notes Securities (and other Senior Indebtedness of Boise Paper HoldingsIndebtedness) pursuant to Section 4.06 clause (a)(3)(C)a)(ii)(C) above, Parent will be required to cause the Issuers shall Company to purchase Notes Securities tendered 57 pursuant to an offer by Parent and the Issuers Company for the Notes Securities (and such other Senior Indebtedness) (the “Offer”) at a purchase price of 100% of their principal amount (or, in the event such other Senior Indebtedness of Boise Paper Holdings was issued with original issue discount, 100% of the accreted value with respect thereto) without premium, ) plus accrued but unpaid interest (or, in respect of such other Senior Indebtedness of Boise Paper HoldingsIndebtedness, such greater or lesser price, if any, as may be provided for by the terms of such Senior Indebtedness) in accordance with the procedures (including prorating in the event of oversubscription) set forth in Section 4.06(c). If the aggregate purchase price of the securities tendered exceeds the Net Available Cash allotted to their purchase, the Issuers shall select the securities to be purchased on a pro rata basis but in round denominations, which in the case of the Notes shall be denominations of $1,000 principal amount (subject to the $2,000 minimum denomination) or multiples thereof. If the aggregate purchase price of the securities purchased pursuant to such offer in accordance with this Section 4.06 is less than the Net Available Cash offered therefor, the Issuers may use any such excess Net Available Cash for general corporate purposes or any other purpose, in each case not prohibited by this Indenture. The Issuers Parent shall not be required to cause the Company to make such an Offer offer to purchase Notes Securities (and other Senior Indebtedness of Boise Paper HoldingsIndebtedness) pursuant to this Section 4.06 if the Net Available Cash available therefor is less than $20.0 7.5 million (which lesser amount shall be carried forward for purposes of determining whether such an Offer offer is required with respect to the Net Available Cash from any subsequent Asset Disposition). Upon completion of such an Offer, Net Available Cash shall be deemed to be reduced by To the extent that the aggregate amount of Securities tendered pursuant to clause (a)(ii)(C) above is less than the Net Available Cash, Parent may use any remaining Net Available Cash for general corporate purposes. Upon completion of any such Offer offer pursuant to clause (regardless of a)(ii)(C), the Net Available Cash amount of Notes tendered in such Offer)shall be reset at zero. (1) Promptly, and in any event within 10 days after Parent becomes obligated to require the Issuers become obligated Company to make an Offer, the Issuers Parent shall be obligated to deliver to the Trustee and send, by first-class mail to each Holder, a written notice stating that the Holder may elect to have his Notes Securities purchased by the Issuers Company either in whole or in part (subject to prorating as hereinafter described in Section 4.06(b) in the event the Offer is oversubscribed) in integral multiples of $1,000 of principal amount (subject to the $2,000 minimum denomination)amount, at the applicable purchase price. The notice shall specify a purchase date not less than 30 days nor more than 60 days after the date of such notice (the “"Purchase Date”") and shall contain such information concerning the business of BZ Holdings and the Restricted Subsidiaries Parent which the Issuers Parent in good faith believe believes will enable such Holders to make an informed decision (which at a minimum will include (i) the most recently filed Annual Report on Form 10-K (including audited consolidated financial statements) of Parent, the most recent subsequently filed Quarterly Report on Form 10-Q and any Current Report on Form 8-K of Parent filed subsequent to such Quarterly Report, other than Current Reports describing Asset Dispositions otherwise described in the offering materials (or corresponding successor reports), (ii) a description of material developments in Parent's business subsequent to the date of the latest of such Reports, and (iii) if material, appropriate pro forma financial information) and all instructions and materials necessary to tender Notes Securities pursuant to the Offer, together with the information contained in clause (3). (2) Not later than the date upon which written notice of an Offer is delivered to the Trustee as provided below, the Issuers Parent shall deliver to the Trustee an Officers’ ' Certificate as to (Ai) the amount of the Offer (the “"Offer Amount”"), including information as to any other Senior Indebtedness included in the Offer, (Bii) the allocation of the Net Available Cash from the Asset Dispositions pursuant to which such Offer is being made and (Ciii) the compliance of such allocation with the provisions of Section 4.06(a) and (b). On such date, the Issuers Company shall also irrevocably deposit with the Trustee or with a Paying Agent paying agent (or, if an Issuer the Company is acting as its own Paying Agentpaying agent, segregate and hold in trust) in Temporary Cash Investments, maturing on the last day prior to the Purchase Date or on the Purchase Date if funds are immediately available by open of business, an amount equal to the Offer Amount to be held for payment in accordance with the provisions of this Section. If the Offer includes other Senior Indebtedness, the deposit described in the preceding sentence may be made with any other paying agent pursuant to arrangements satisfactory to the Trustee. Upon the expiration of the period for which the Offer remains open (the “"Offer Period”"), but in no event later than one Business Day prior to the Issuers Purchase Date, the Company shall deliver to the Trustee for cancellation the Notes Securities or portions thereof which have been properly tendered to and are to be accepted by the IssuersCompany. The Subject to the prior receipt by the Trustee of the Offer Amount in immediately available funds, (i) the Trustee shall, on the Purchase Date, mail or deliver payment (or cause the delivery of payment) to each tendering Holder in the amount of the purchase price. In price and (ii) in the event that the aggregate purchase price of the Notes Securities delivered by the Issuers Company to the Trustee is less than the Offer Amount applicable to the NotesSecurities, the Trustee shall deliver the excess to the Issuers Company immediately after the expiration of the Offer Period for application in accordance with this Section 4.06Section. (3) Holders electing to have a Note Security purchased shall be required to surrender the NoteSecurity, with an appropriate form duly completed, to the Issuers Company at the address specified in the notice at least three Business Days prior to the Purchase Date. Holders shall be entitled to withdraw their election if the Trustee or an Issuer the Company receives not later than one Business Day prior to the Purchase Date, a telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note Security which was delivered for purchase by the Holder and a statement that such Holder is Holdxx xx withdrawing his election to have such Note Security purchased. The Company shall promptly deliver a copy of any such notice received by it to the Trustee. If at the expiration of the Offer Period the aggregate principal amount of Securities (and any other Indebtedness included in the Offer) surrendered by holders thereof exceeds the Offer Amount, the Company shall select the Securities and the other Indebtedness to be purchased on a pro rata basis (with such adjustments as may be deemed appropriate by the Company so that only Securities and the other Indebtedness in denominations of $1,000, or integral multiples thereof, shall be purchased). Holders whose Notes Securities are purchased only in part shall be issued new Notes Securities equal in principal amount to the unpurchased portion of the Notes Securities surrendered. (4) At the time the Issuers deliver Notes Company delivers Securities to the Trustee which are to be accepted for purchase, the Issuers Company shall also deliver an Officers’ ' Certificate stating that such Notes Securities are to be accepted by the Issuers Company pursuant to and in accordance with the terms of this Section 4.06Section. A Note Security shall be deemed to have been accepted for purchase at the time the Trustee, directly or through an agent, mails or delivers payment therefor to the surrendering Holder. (d) The Issuers will Parent and the Company shall comply, to the extent applicable, with the requirements of Section 14(e) of the Exchange Act and any other securities laws or regulations in connection with the repurchase of Notes Securities pursuant to this Section 4.06Section. To the extent that the provisions of any securities laws or regulations conflict with provisions of this Section 4.06Section, Parent and the Issuers Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached their its obligations under this Section 4.06 by virtue of their compliance with such securities laws or regulationsthereof.

Limitation on Sales of Assets and Subsidiary Stock. (a) BZ Holdings shall The Company will not, and shall will not permit any of its Restricted Subsidiaries Subsidiary to, directly or indirectly, consummate make any Asset Disposition unless: unless (1i) BZ Holdings the Company or such Restricted Subsidiary receives consideration at the time of such Asset Disposition at least equal to the Fair Market Value fair market value, as determined in good faith by the Board of Directors (including as to the value of all non-cash consideration) ), of the shares and assets subject to such Asset Disposition; (2) Disposition and at least 75% of the consideration thereof received by BZ Holdings the Company or such Restricted Subsidiary Subsidiary, as the case may be, is in the form of cash or cash equivalents; and Cash Equivalents, and (3ii) an amount equal to 100% of the Net Available Cash from such Asset Disposition is applied by BZ Holdings the Company (or such Restricted Subsidiary, as the case may be: ) (A) first, (x) to the extent BZ Holdings or such Restricted Subsidiary, as the case may be, Company elects (or is required by the terms of any Senior Indebtedness), to prepay, repay, redeem repay or purchase Senior Indebtedness under of the Company) within 360 days of such Asset Disposition, (y) at the Company's election to the investment by the Company or any Credit Agreement Wholly Owned Subsidiary or Indebtedness (other than any Preferred Stock) of a such Restricted Subsidiary in long-term assets to replace the assets that is not an Issuer were the subject of such Asset Disposition or a Subsidiary Guarantor long-term asset that (as determined in good faith by the Board of Directors) is directly related to the business of the Company and the Restricted Subsidiaries existing on December 17, 2001, in each case other than Indebtedness owed to BZ Holdings or an Affiliate of BZ Holdings) within one year 360 days from the later of the date of such Asset Disposition Disposition, or (z) a combination of the receipt foregoing purposes within such 360-day period; (B) second, to the extent of the balance of such Net Available Cash; Cash after application in accordance with clause (B) A), to make a pro rata offer to purchase Notes at par (and, to the extent BZ Holdings or required by the instrument governing such Restricted SubsidiaryIndebtedness, as any other Senior Subordinated Indebtedness designated by the case may beCompany, electsat a price no greater than par) plus accrued and unpaid interest, to acquire, make or improve Additional Assets within one year from the later of the date of such Asset Disposition or the receipt of such Net Available Cash; and (C) third, to the extent of the balance of such Net Available Cash after application in accordance with clauses (A) and (B), to make an offer to the Holders of the Notes (and to holders of other Senior Indebtedness of Boise Paper Holdings designated by Boise Paper Holdings) to purchase Notes (and such other Senior Indebtedness of Boise Paper Holdings) pursuant to and subject to the conditions contained in for general corporate purposes otherwise not prohibited under this Indenture; and (D) to enter into binding commitments to take any of the actions described in clauses (A) and (B), and take such actions within one year of entering into such commitment; provided, however, that in connection with any prepayment, repayment or purchase of Indebtedness pursuant to clause (A) or (CB) above, BZ Holdings the Company or such Restricted Subsidiary shall permanently retire such Indebtedness and shall cause the related loan commitment (if any) to be permanently reduced in an amount equal to the principal amount so prepaid, repaid or purchased. Notwithstanding the foregoing provisions of this Section 4.064.17, BZ Holdings the Company and the its Restricted Subsidiaries will shall not be required to apply any Net Available Cash in accordance with this Section 4.06 except to the extent that the aggregate Net Available Cash from all Asset Dispositions (including any Asset Dispositions made since December 17, 2001) which is are not applied in accordance with this covenant Section exceeds $20.0 10 million. Pending application of Net Available Cash pursuant to this Section 4.06Section, such Net Available Cash shall be invested in Temporary Cash Investments or applied used to temporarily reduce revolving credit IndebtednessSenior Indebtedness or invested in Cash Equivalents. For the purposes of this Section 4.06(a)4.17, the following are is deemed to be cash or cash equivalents: (1) Cash Equivalents: the express assumption or discharge of Indebtedness of BZ Holdings (other than obligations in respect any Indebtedness that is by its terms subordinated to the Notes) of Disqualified Stock of BZ Holdings) the Company or any Restricted Subsidiary (other than obligations in respect of Disqualified Stock or Preferred Stock of an Issuer or a Subsidiary Guarantor) and the release of BZ Holdings or such Restricted Subsidiary from all liability on such Indebtedness in connection with such Asset Disposition; (2) securities received by BZ Holdings or any Restricted Subsidiary from the transferee that are converted by BZ Holdings or such Restricted Subsidiary into cash within 180 days after such Asset DispositionSubsidiary, but only to the extent that such assumption is effected on a basis under which there is no further recourse to the Company or any of the cash received in that conversion; and (3) any Designated Non-cash Consideration received by BZ Holdings or any Restricted Subsidiary in an Asset Disposition having an aggregate Fair Market Value, taken together Subsidiaries with all other Designated Non-cash Consideration received pursuant respect to this clause (3) (unless such Designated Non-cash Consideration has been converted into cash, which cash shall be treated after such conversion as Net Available Cash), not to exceed 7.5% of Consolidated Net Tangible Assets at the time of the receipt of such Designated Non-cash Consideration (with the Fair Market Value of each item of Designated Non-cash Consideration being measured at the time received and without giving effect to subsequent changes in value).liabilities (b) In the event of an Asset Disposition that requires the purchase of Notes (and other Senior Subordinated Indebtedness of Boise Paper Holdingsthe Company) pursuant to Section 4.06 (a)(3)(C4.17(a)(ii)(B), the Issuers shall Company will purchase Notes tendered pursuant to an offer by the Issuers Company for the Notes (and such and, to the extent required, other Senior IndebtednessSubordinated Indebtedness of the Company) (the “"Offer”") at a purchase price of 100% of their principal amount (or, in the event such other Senior Indebtedness of Boise Paper Holdings was issued with original issue discount, 100% of the accreted value with respect thereto) without premium, ) plus accrued but unpaid interest (or, in respect of such other Senior Subordinated Indebtedness of Boise Paper Holdingsthe Company, such lesser price, if any, as may be provided for by the terms of such Senior IndebtednessSubordinated Indebtedness of the Company) in accordance with the procedures (including prorating in the event of oversubscription) set forth in Section 4.06(c4.17(c). If the aggregate purchase price of Notes (and, to the securities tendered exceeds the Net Available Cash allotted to their purchaseextent required, the Issuers shall select the securities to be purchased on a pro rata basis but in round denominations, which in the case any other Senior Subordinated Indebtedness of the Notes shall be denominations of $1,000 principal amount (subject Company) tendered pursuant to the $2,000 minimum denomination) or multiples thereof. If the aggregate purchase price of the securities purchased pursuant to such offer in accordance with this Section 4.06 Offer is less than the Net Available Cash offered thereforallotted to the purchase thereof, the Issuers may use any such excess Company shall be required to apply the remaining Net Available Cash for general corporate purposes or any other purpose, in each case not prohibited by this Indentureaccordance with Section 4.17(a)(ii)(C). The Issuers Offer shall remain open for a period of 20 Business Days. The Company will not be required to make such an Offer to purchase Notes (and other Senior Subordinated Indebtedness of Boise Paper Holdingsthe Company) pursuant to this Section 4.06 4.17 if the Net Available Cash available therefor is less than $20.0 10 million (which lesser amount shall be carried forward for purposes of determining whether such an Offer is required with respect to the Net Available Cash from any subsequent Asset Disposition). Upon completion of such an Offer, Net Available Cash shall be deemed to be reduced by the aggregate amount of such Offer (regardless of the amount of Notes tendered in such Offer). (1) Promptly, and in any event within 10 30 days after the Issuers become Company becomes obligated to make an Offer, the Issuers Company shall be obligated to deliver to the Trustee and send, by first-class mail to each Holder, a written notice stating that the Holder may elect to have his Notes purchased by the Issuers Company either in whole or in part (subject to prorating as hereinafter described in Section 4.06(b) in the event the Offer is oversubscribed) in integral multiples of $1,000 of principal amount (subject to the $2,000 minimum denomination)amount, at the applicable purchase price. The notice shall specify a purchase date not less than 30 days nor more than 60 days after the date of such notice (the “"Purchase Date”") and shall contain such information concerning the business of BZ Holdings and the Restricted Subsidiaries which the Issuers Company in good faith believe believes will enable such Holders to make an informed decision and all instructions and materials necessary to tender Notes pursuant to the Offer, together with the information contained in clause (3)decision. (2) Not later than the date upon which written notice of an Offer is delivered to the Trustee as provided belowabove, the Issuers Company shall deliver to the Trustee an Officers’ ' Certificate as to (Ai) the amount of the Offer (the “"Offer Amount”"), including information as to any other Senior Indebtedness included in the Offer, (Bii) the allocation of the Net Available Cash from the Asset Dispositions pursuant to which such Offer is being made and (Ciii) the compliance of such allocation with the provisions of Section 4.06(a) and (b4.17(a). On such date, the Issuers shall also irrevocably deposit with the Trustee or with a Paying Agent (or, if an Issuer is acting as its own Paying Agent, segregate and hold in trust) in Temporary Cash Investments, maturing on the last day prior to the Purchase Date or on the Purchase Date if funds are immediately available by open of business, an amount equal to the Offer Amount to be held for payment in accordance with the provisions of this Section. If the Offer includes other Senior Indebtedness, the deposit described in the preceding sentence may be made with any other paying agent pursuant to arrangements satisfactory to the Trustee. Upon the expiration of the period for which the Offer remains open (the “"Offer Period”"), the Issuers Company shall deliver to the Trustee for cancellation the Notes or portions thereof which have been properly tendered to and are to be accepted by the IssuersCompany. The Trustee shall, on the Purchase Date, mail or deliver payment (or cause the delivery of payment) to each tendering Holder in the amount of the purchase price. In the event that the aggregate purchase price of the Notes delivered by the Issuers Company to the Trustee is less than the Offer Amount applicable to the NotesAmount, the Trustee shall deliver the excess to the Issuers Company immediately after the expiration of the Offer Period for application in accordance with this Section 4.06Section. (3) Holders electing to have a Note purchased shall be required to surrender the Note, with an appropriate form duly completed, to the Issuers Company at the address specified in the notice at least three not later than 3:00 p.m., New York City time, two Business Days prior to the Purchase Date. Holders shall be entitled to withdraw their election if the Trustee or an Issuer the Company receives not later than one 3:00 p.m., New York City time, two Business Day Days prior to the Purchase Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note which was delivered for purchase by the Holder and a statement that such Holder is withdrawing his election to have such Note purchased. If at the expiration of the Offer Period the aggregate principal amount of Notes surrendered by Holders exceeds the Offer Amount, the Company shall select the Notes to be purchased on a pro rata basis taking into account any other tendered Senior Subordinated Indebtedness which is the subject of such offer (with such adjustments as may be deemed appropriate by the Company so that only Notes in denominations of $1,000, or integral multiples thereof, shall be purchased). Holders whose Notes are purchased only in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered. (4) At the time the Issuers deliver Company delivers Notes to the Trustee which are to be accepted for purchase, the Issuers Company shall also deliver an Officers’ ' Certificate stating that such Notes are to be accepted by the Issuers Company pursuant to and in accordance with the terms of this Section 4.06Section. A Note shall be deemed to have been accepted for purchase at the time the Trustee, directly or through an agent, mails or delivers payment therefor to the surrendering Holder. (d) The Issuers will Company shall comply, to the extent applicable, with the requirements of Section 14(e) of the Exchange Act and any other securities laws or regulations in connection with the repurchase of Notes pursuant to this Section 4.064.17. To the extent that the provisions of any securities laws or regulations conflict with provisions of this Section 4.06Section, the Issuers Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached their its obligations under this Section 4.06 4.17 by virtue of their compliance with such securities laws or regulationsthereof.