Common use of Merger or Transfer of Assets Clause in Contracts

Merger or Transfer of Assets. (a) None of BZ Holdings, Boise Paper Holdings or Boise Finance shall consolidate with or merge with or into, or convey, transfer or lease, in one transaction or a series of transactions, directly or indirectly, all or substantially all the assets of BZ Holdings and its Restricted Subsidiaries or Boise Paper Holdings and its Restricted Subsidiaries to, any Person, unless: (1) the resulting, surviving or transferee Person (the “Successor Company”) shall be a Person organized and existing under the laws of the United States of America, any State thereof or the District of Columbia and the Successor Company (if not BZ Holdings, Boise Paper Holdings or Boise Finance, as applicable) shall expressly assume, by an indenture supplemental thereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, all the obligations of BZ Holdings, Boise Paper Holdings or Boise Finance, as applicable, under the Note Guarantee or the Notes, as applicable, and this Indenture; (2) immediately after giving pro forma effect to such transaction (including treating any Indebtedness which becomes an obligation of the Successor Company or any Subsidiary as a result of such transaction as having been Incurred by such Successor Company or such Subsidiary at the time of such transaction), no Default shall have occurred and be continuing; (3) immediately after giving pro forma effect to such transaction, either (A) the Successor Company would be able to Incur an additional $1.00 of Indebtedness pursuant to Section 4.03(a) or (B) the Consolidated Coverage Ratio for the Successor Company would be greater than the Consolidated Coverage Ratio immediately prior to such transaction; and (4) the Issuers shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indenture (if any) comply with this Indenture; provided, however, that clause (3) shall not be applicable to (A) a Restricted Subsidiary consolidating with, merging into or transferring all or part of its properties and assets to BZ Holdings or a Wholly Owned Subsidiary of BZ Holdings (so long as no Capital Stock of BZ Holdings or such Wholly Owned Subsidiary is distributed to any Person) or (B) BZ Holdings, Boise Paper Holdings or Boise Finance merging with an Affiliate of BZ Holdings solely for the purpose and with the sole effect of reincorporating BZ Holdings, Boise Paper Holdings or Boise Finance, as applicable, in another jurisdiction. For purposes of this Section 5.01, the sale, lease, conveyance, assignment, transfer or other disposition of all or substantially all of the properties and assets of one or more Subsidiaries of BZ Holdings or Boise Paper Holdings, which properties and assets, if held by BZ Holdings or Boise Paper Holdings instead of such Subsidiaries, would constitute all or substantially all of the properties and assets of BZ Holdings and its Restricted Subsidiaries or Boise Paper Holdings and its Restricted Subsidiaries, in each case on a consolidated basis, shall be deemed to be the transfer of all or substantially all of the properties and assets of BZ Holdings and its Restricted Subsidiaries or Boise Paper Holdings and its Restricted Subsidiaries, as applicable. The Successor Company will be the successor to BZ Holdings, Boise Paper Holdings or Boise Finance, as applicable, and shall succeed to, and be substituted for, and may exercise every right and power of, BZ Holdings, Boise Paper Holdings or Boise Finance, as applicable, under this Indenture, and the predecessor Person, except in the case of a lease, shall be released from the obligation to pay the principal of and interest on the Notes. (b) BZ Holdings shall not permit any Subsidiary Guarantor to consolidate with or merge with or into, or convey, transfer or lease, in one transaction or a series of transactions, all or substantially all of its assets to any Person unless: (1) except in the case of a Subsidiary Guarantor that (x) has been disposed of in its entirety to another Person (other than to BZ Holdings or an Affiliate of BZ Holdings), whether through a merger, consolidation or sale of Capital Stock or assets or (y) as a result of the disposition of all or a portion of its Capital Stock, has ceased to be a Subsidiary of BZ Holdings, the resulting, surviving or transferee Person (if not such Subsidiary) shall be a Person organized and existing under the laws of the jurisdiction under which such Subsidiary was organized or under the laws of the United States of America, or any State thereof or the District of Columbia, and such Person shall expressly assume by a Guarantee Agreement all the obligations of such Subsidiary, if any, under its Subsidiary Guarantee; (2) immediately after giving effect to such transaction or transactions on a pro forma basis (and treating any Indebtedness which becomes an obligation of the resulting, surviving or transferee Person as a result of such transaction as having been issued by such Person at the time of such transaction), no Default shall have occurred and be continuing; and (3) the Issuers deliver to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such Guarantee Agreement, if any, comply with this Indenture; provided, however, that this Section 5.01 shall not be applicable to any Subsidiary Guarantor consolidating with, merging into or transferring all or part of its properties and assets to an Issuer or any Note Guarantor.

Merger or Transfer of Assets. (a) None of BZ Holdings, Boise Paper Holdings or Boise Finance Co-Issuer shall consolidate with or merge with or into, or convey, transfer or lease, in one transaction or a series of transactions, directly or indirectly, all or substantially all the assets of BZ Holdings and its Restricted Subsidiaries or Boise Paper Holdings and its Restricted Subsidiaries to, any Person, unless: (1) the resulting, surviving or transferee Person (the “Successor Company”) shall be a Person organized and existing under the laws of the United States of America, any State thereof or the District of Columbia and the Successor Company (if not BZ Holdings, Boise Paper Holdings or Boise FinanceCo-Issuer, as applicable) shall expressly assume, by an indenture supplemental thereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, all the obligations of BZ Holdings, Boise Paper Holdings or Boise FinanceCo-Issuer, as applicable, under the Note Guarantee or the Notes, as applicable, and this Indenture; (2) immediately after giving pro forma effect to such transaction (including treating any Indebtedness which becomes an obligation of the Successor Company or any Subsidiary as a result of such transaction as having been Incurred by such Successor Company or such Subsidiary at the time of such transaction), no Default shall have occurred and be continuing; (3) immediately after giving pro forma effect to such transaction, either (A) the Successor Company would be able to Incur an additional $1.00 of Indebtedness pursuant to Section 4.03(a) or (B) the Consolidated Coverage Ratio for the Successor Company would be greater than the Consolidated Coverage Ratio immediately prior to such transaction; and (4) the Issuers shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indenture (if any) comply with this Indenture; provided, however, that clause (3) shall not be applicable to (A) a Restricted Subsidiary consolidating with, merging into or transferring all or part of its properties and assets to BZ Holdings or a Wholly Owned Subsidiary of BZ Holdings (so long as no Capital Stock of BZ Holdings or such Wholly Owned Subsidiary is distributed to any Person) or (B) BZ Holdings, Boise Paper Holdings or Boise Finance Co-Issuer merging with an Affiliate of BZ Holdings solely for the purpose and with the sole effect of reincorporating BZ Holdings, Boise Paper Holdings or Boise FinanceCo-Issuer, as applicable, in another jurisdiction. For purposes of this Section 5.01, the sale, lease, conveyance, assignment, transfer or other disposition of all or substantially all of the properties and assets of one or more Subsidiaries of BZ Holdings or Boise Paper Holdings, which properties and assets, if held by BZ Holdings or Boise Paper Holdings instead of such Subsidiaries, would constitute all or substantially all of the properties and assets of BZ Holdings and its Restricted Subsidiaries or Boise Paper Holdings and its Restricted Subsidiaries, in each case on a consolidated basis, shall be deemed to be the transfer of all or substantially all of the properties and assets of BZ Holdings and its Restricted Subsidiaries or Boise Paper Holdings and its Restricted Subsidiaries, as applicable. The Successor Company will be the successor to BZ Holdings, Boise Paper Holdings or Boise FinanceCo-Issuer, as applicable, and shall succeed to, and be substituted for, and may exercise every right and power of, BZ Holdings, Boise Paper Holdings or Boise FinanceCo-Issuer, as applicable, under this Indenture, and the predecessor Person, except in the case of a lease, shall be released from the obligation to pay the principal of and interest on the Notes. (b) BZ Holdings shall not permit any Subsidiary Guarantor to consolidate with or merge with or into, or convey, transfer or lease, in one transaction or a series of transactions, all or substantially all of its assets to any Person unless: (1) except in the case of a Subsidiary Guarantor that (x) has been disposed of in its entirety to another Person (other than to BZ Holdings or an Affiliate of BZ Holdings), whether through a merger, consolidation or sale of Capital Stock or assets or (y) as a result of the disposition of all or a portion of its Capital Stock, has ceased to be a Subsidiary of BZ Holdings, the resulting, surviving or transferee Person (if not such Subsidiary) shall be a Person organized and existing under the laws of the jurisdiction under which such Subsidiary was organized or under the laws of the United States of America, or any State thereof or the District of Columbia, and such Person shall expressly assume by a Guarantee Agreement all the obligations of such Subsidiary, if any, under its Subsidiary Guarantee; (2) immediately after giving effect to such transaction or transactions on a pro forma basis (and treating any Indebtedness which becomes an obligation of the resulting, surviving or transferee Person as a result of such transaction as having been issued by such Person at the time of such transaction), no Default shall have occurred and be continuing; and (3) the Issuers deliver to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such Guarantee Agreement, if any, comply with this Indenture; provided, however, that this Section 5.01 shall not be applicable to any Subsidiary Guarantor consolidating with, merging into or transferring all or part of its properties and assets to an Issuer or any Note Guarantor.

Merger or Transfer of Assets. (a) None of BZ Holdings, Boise Paper Holdings or Boise Finance The Issuer shall not consolidate with or merge with or into, or convey, transfer or lease, in one transaction or a series of transactions, directly or indirectly, all or substantially all of the assets of BZ Holdings the Issuer and its the Restricted Subsidiaries or Boise Paper Holdings and its Restricted Subsidiaries determined on a Consolidated Basis, to, any Person, unless: (1) the resulting, surviving or transferee Person (the “Successor Company”) shall be a Person organized and existing under the laws of the United States of America, any State thereof or the District of Columbia and the Successor Company (if not BZ Holdings, Boise Paper Holdings or Boise Finance, as applicablethe Issuer) shall expressly assume, by an indenture supplemental thereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, all of the obligations of BZ Holdings, Boise Paper Holdings or Boise Finance, as applicable, the Issuer under the Note Guarantee Guarantees or the Notes, as applicable, and this Indenture; (2) immediately after giving pro forma effect to such transaction (including and treating any Indebtedness which that becomes an obligation of the Successor Company or any Subsidiary as a result of such transaction as having been Incurred by such Successor Company or such Subsidiary at the time of such transaction), no Default shall have occurred and be continuing; (3) immediately after giving pro forma effect to such transaction, either (A) the Successor Company would be able to Incur an additional $1.00 of Indebtedness pursuant to Section 4.03(a) hereof or (B) the Consolidated Coverage Ratio for the Successor Company would be equal to or greater than the Consolidated Coverage Ratio immediately prior to such transaction; and (4) the Issuers Issuer shall have delivered to the Trustee an Officers’ Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indenture (if any) comply with this Indenture; . provided, however, that clause (3) shall not be applicable to (A) a the Issuer or any Restricted Subsidiary consolidating with, merging into or transferring all or part of its properties and assets to BZ Holdings the Issuer or a Wholly Owned Subsidiary of BZ Holdings (so long as no Capital Stock of BZ Holdings the Issuer or such Wholly Owned Subsidiary is distributed to any Person) or (B) BZ Holdings, Boise Paper Holdings or Boise Finance the Issuer merging with an Affiliate of BZ Holdings the Issuer solely for the purpose and with the sole effect of reincorporating BZ Holdings, Boise Paper Holdings or Boise Finance, as applicable, the Issuer in another jurisdiction. For purposes of this Section 5.01, the sale, lease, conveyance, assignment, transfer or other disposition of all or substantially all of the properties and assets of one or more Subsidiaries of BZ Holdings or Boise Paper Holdingsthe Issuer, which properties and assets, if held by BZ Holdings or Boise Paper Holdings the Issuer instead of such Subsidiaries, would constitute all or substantially all of the properties and assets of BZ Holdings the Issuer and its the Restricted Subsidiaries or Boise Paper Holdings and its Restricted Subsidiaries, in each case determined on a consolidated basisConsolidated Basis, shall be deemed to be the transfer of all or substantially all of the properties and assets of BZ Holdings the Issuer and its Restricted Subsidiaries or Boise Paper Holdings and its the Restricted Subsidiaries, as applicable. The Successor Company will shall be the successor to BZ Holdings, Boise Paper Holdings or Boise Finance, as applicable, the Issuer and shall succeed to, and be substituted for, and may exercise every right and power of, BZ Holdings, Boise Paper Holdings or Boise Finance, as applicable, such Person under this Indenture, and the predecessor Person, except in the case of a lease, shall be released from the obligation to pay the principal of and interest on the Notes. (b) BZ Holdings The Issuer shall not permit any Subsidiary Guarantor to consolidate with or merge with or into, or convey, transfer or lease, in one transaction or a series of transactions, all or substantially all of its assets to any Person unless: (1) except in the case of a Subsidiary Guarantor that (xA) has been disposed of in its entirety to another Person (other than to BZ Holdings the Issuer or an Affiliate of BZ Holdingsthe Issuer), whether through a merger, consolidation or sale of Capital Stock or assets or (yB) as a result of the disposition of all or a portion of its Capital Stock, has ceased to be a Subsidiary of BZ Holdingsthe Issuer, in both cases, if in connection therewith the Issuer provides an Officer’s Certificate to the Trustee to the effect that the Issuer will comply with its obligations under Section 4.06 hereof in respect of such disposition; or (2) (A) the resulting, surviving or transferee Person (if not such Subsidiary) shall be a Person organized and existing under the laws of the jurisdiction under which such Subsidiary was organized or under the laws of the United States of America, or any State thereof or the District of Columbia, and ; (B) such Person shall expressly assume assume, by a Guarantee Agreement Agreement, all the obligations of such Subsidiary, if any, under its Subsidiary Guarantee; ; (2C) immediately after giving effect to such transaction or transactions on a pro forma basis (and treating any Indebtedness which becomes an obligation of the resulting, surviving or transferee Person as a result of such transaction as having been issued by such Person at the time of such transaction), no Default shall have occurred and be continuing; and and (3D) the Issuers deliver Issuer delivers to the Trustee an Officers’ Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such Guarantee Agreement, if any, comply with this Indenture; provided, however, that this Section 5.01 shall not be applicable to any Subsidiary Guarantor consolidating with, merging into or transferring all or part of its properties and assets to an the Issuer or any Note a Guarantor.

Merger or Transfer of Assets. (a) None of BZ Holdings, Boise Paper Holdings or Boise Finance The Borrower shall not consolidate with or merge with or into, or convey, transfer or lease, in one transaction or a series of transactions, directly or indirectly, lease all or substantially all the its assets of BZ Holdings and its Restricted Subsidiaries or Boise Paper Holdings and its Restricted Subsidiaries to, any Person, unless: (1i) the resulting, surviving or transferee Person (the “Successor CompanyPerson”) shall be a Person organized and existing under the laws of the United States of America, any State thereof or the District of Columbia and the such Successor Company Person (if not BZ Holdings, Boise Paper Holdings or Boise Finance, as applicablethe Borrower) shall expressly assume, by an indenture supplemental thereto, assumption agreement executed and delivered to the TrusteeLender, in form satisfactory to the TrusteeLender, all the obligations of BZ Holdings, Boise Paper Holdings or Boise Finance, as applicable, the Borrower under the Note Guarantee or Agreement and the Notes, as applicable, and this IndentureNote; (2ii) immediately after giving pro forma effect to such transaction (including and treating any Indebtedness Debt which becomes an obligation of the Successor Company Person or any Subsidiary of its Subsidiaries as a result of such transaction as having been Incurred Issued by such Successor Company Person or such Subsidiary at the time of such transaction), no Default shall have occurred and be continuing; (3iii) immediately after giving pro forma effect to such transaction, either (A) the Successor Company would be able to Incur Person shall have a Consolidated Net Worth in an additional $1.00 of Indebtedness pursuant to Section 4.03(a) or (B) the Consolidated Coverage Ratio for the Successor Company would be greater amount which is not less than the Consolidated Coverage Ratio Net Worth of the Borrower immediately prior to such transaction; and (4iv) the Issuers Borrower shall have delivered to the Trustee Lender an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indenture (if any) assumption agreement comply with the Agreement; provided that this Indenture; provided, however, that clause (3) Section 4.7 shall not be applicable to (A) a Restricted Subsidiary consolidating with, merging into or transferring all or part of its properties and assets to BZ Holdings or prohibit a Wholly Owned Recourse Subsidiary of BZ Holdings (so long as no Capital Stock of BZ Holdings from consolidating with or such Wholly Owned Subsidiary is distributed to any Person) or (B) BZ Holdings, Boise Paper Holdings or Boise Finance merging with an Affiliate of BZ Holdings solely for the purpose and with the sole effect of reincorporating BZ Holdingsor into, Boise Paper Holdings or Boise Financeconveying, as applicable, in another jurisdiction. For purposes of this Section 5.01, the sale, lease, conveyance, assignment, transfer transferring or other disposition of leasing all or substantially all of its assets to, the properties and assets of one or more Subsidiaries of BZ Holdings or Boise Paper Holdings, which properties and assets, if held by BZ Holdings or Boise Paper Holdings instead of such Subsidiaries, would constitute all or substantially all of the properties and assets of BZ Holdings and its Restricted Subsidiaries or Boise Paper Holdings and its Restricted Subsidiaries, in each case on a consolidated basis, shall be deemed to be the transfer of all or substantially all of the properties and assets of BZ Holdings and its Restricted Subsidiaries or Boise Paper Holdings and its Restricted Subsidiaries, as applicable. Borrower. (b) The Successor Company will Person shall be the successor to BZ Holdings, Boise Paper Holdings or Boise Finance, as applicable, Borrower and shall succeed to, and be substituted for, and may exercise every right and power of, BZ Holdings, Boise Paper Holdings or Boise Finance, as applicable, the Borrower under this Indenturethe Agreement and the Note, and the predecessor Personthereafter, except in the case of a lease, the Borrower shall be released discharged from the obligation to pay the principal of all obligations and interest on the Notes. (b) BZ Holdings shall not permit any Subsidiary Guarantor to consolidate with or merge with or into, or convey, transfer or lease, in one transaction or a series of transactions, all or substantially all of its assets to any Person unless: (1) except in the case of a Subsidiary Guarantor that (x) has been disposed of in its entirety to another Person (other than to BZ Holdings or an Affiliate of BZ Holdings), whether through a merger, consolidation or sale of Capital Stock or assets or (y) as a result of the disposition of all or a portion of its Capital Stock, has ceased to be a Subsidiary of BZ Holdings, the resulting, surviving or transferee Person (if not such Subsidiary) shall be a Person organized and existing covenants under the laws of Agreement and the jurisdiction under which such Subsidiary was organized or under the laws of the United States of America, or any State thereof or the District of Columbia, and such Person shall expressly assume by a Guarantee Agreement all the obligations of such Subsidiary, if any, under its Subsidiary Guarantee; (2) immediately after giving effect to such transaction or transactions on a pro forma basis (and treating any Indebtedness which becomes an obligation of the resulting, surviving or transferee Person as a result of such transaction as having been issued by such Person at the time of such transaction), no Default shall have occurred and be continuing; and (3) the Issuers deliver to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such Guarantee Agreement, if any, comply with this Indenture; provided, however, that this Section 5.01 shall not be applicable to any Subsidiary Guarantor consolidating with, merging into or transferring all or part of its properties and assets to an Issuer or any Note GuarantorNote.

Merger or Transfer of Assets. (a) None of BZ Holdings, Boise Paper Holdings or Boise Finance Co-Issuer shall consolidate with or merge with or into, or convey, transfer or lease, in one transaction or a series of transactions, directly or indirectly, all or substantially all the assets of BZ Holdings and its Restricted Subsidiaries or Boise Paper Holdings and its Restricted Subsidiaries to, any Person, unless: (1) the resulting, surviving or transferee Person (the “Successor Company”) shall be a Person organized and existing under the laws of the United States of America, any State thereof or the District of Columbia and the Successor Company (if not BZ Holdings, Boise Paper Holdings or Boise FinanceCo-Issuer, as applicable) shall expressly assume, by an indenture supplemental thereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, all the obligations of BZ Holdings, Boise Paper Holdings or Boise FinanceCo-Issuer, as applicable, under the Note Guarantee or the Notes, as applicable, and this Indenture; (2) immediately after giving pro forma effect to such transaction (including treating any Indebtedness which becomes an obligation of the Successor Company or any Subsidiary as a result of such transaction as having been Incurred by such Successor Company or such Subsidiary at the time of such transaction), no Default shall have occurred and be continuing; (3) immediately after giving pro forma effect to such transaction, either (A) the Successor Company would be able to Incur an additional $1.00 of Indebtedness pursuant to Section 4.03(a) or (B) the Consolidated Coverage Ratio for the Successor Company would be greater than the Consolidated Coverage Ratio immediately prior to such transaction; and (4) the Issuers shall have delivered to the Trustee an Officers’ ' Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indenture (if any) comply with this Indenture; provided, however, that clause (3) shall not be applicable to (A) a Restricted Subsidiary consolidating with, merging into or transferring all or part of its properties and assets to BZ Holdings or a Wholly Owned Subsidiary of BZ Holdings (so long as no Capital Stock of BZ Holdings or such Wholly Owned Subsidiary is distributed to any Person) or (B) BZ Holdings, Boise Paper Holdings or Boise Finance Co-Issuer merging with an Affiliate of BZ Holdings solely for the purpose and with the sole effect of reincorporating BZ Holdings, Boise Paper Holdings or Boise FinanceCo-Issuer, as applicable, in another jurisdiction. For purposes of this Section 5.01, the sale, lease, conveyance, assignment, transfer or other disposition of all or substantially all of the properties and assets of one or more Subsidiaries of BZ Holdings or Boise Paper Holdings, which properties and assets, if held by BZ Holdings or Boise Paper Holdings instead of such Subsidiaries, would constitute all or substantially all of the properties and assets of BZ Holdings and its Restricted Subsidiaries or Boise Paper Holdings and its Restricted Subsidiaries, in each case on a consolidated basis, shall be deemed to be the transfer of all or substantially all of the properties and assets of BZ Holdings and its Restricted Subsidiaries or Boise Paper Holdings and its Restricted Subsidiaries, as applicable. The Successor Company will be the successor to BZ Holdings, Boise Paper Holdings or Boise FinanceCo-Issuer, as applicable, and shall succeed to, and be substituted for, and may exercise every right and power of, BZ Holdings, Boise Paper Holdings or Boise FinanceCo-Issuer, as applicable, under this Indenture, and the predecessor Person, except in the case of a lease, shall be released from the obligation to pay the principal of and interest on the Notes. (b) BZ Holdings shall not permit any Subsidiary Guarantor to consolidate with or merge with or into, or convey, transfer or lease, in one transaction or a series of transactions, all or substantially all of its assets to any Person unless: (1) except in the case of a Subsidiary Guarantor that (x) has been disposed of in its entirety to another Person (other than to BZ Holdings or an Affiliate of BZ Holdings), whether through a merger, consolidation or sale of Capital Stock or assets or (y) as a result of the disposition of all or a portion of its Capital Stock, has ceased to be a Subsidiary of BZ Holdings, the resulting, surviving or transferee Person (if not such Subsidiary) shall be a Person organized and existing under the laws of the jurisdiction under which such Subsidiary was organized or under the laws of the United States of America, or any State thereof or the District of Columbia, and such Person shall expressly assume by a Guarantee Agreement all the obligations of such Subsidiary, if any, under its Subsidiary Guarantee; (2) immediately after giving effect to such transaction or transactions on a pro forma basis (and treating any Indebtedness which becomes an obligation of the resulting, surviving or transferee Person as a result of such transaction as having been issued by such Person at the time of such transaction), no Default shall have occurred and be continuing; and (3) the Issuers deliver to the Trustee an Officers’ ' Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such Guarantee Agreement, if any, comply with this Indenture; provided, however, that this Section 5.01 shall not be applicable to any Subsidiary Guarantor consolidating with, merging into or transferring all or part of its properties and assets to an Issuer or any Note Guarantor.

Merger or Transfer of Assets. The Borrower shall not merge, consolidate or amalgamate (aany such transaction, a “Merger”) None of BZ Holdings, Boise Paper Holdings or Boise Finance shall consolidate with or merge with into any other Person (other than a merger, consolidation or into, amalgamation permitted by Section 7.04(a) through (e)) or convey, transfer or lease, in one transaction or a series Dispose of transactions, directly or indirectly, all or substantially all the its assets in any one transaction or series of BZ Holdings and its Restricted Subsidiaries or Boise Paper Holdings and its Restricted Subsidiaries to, any Person, transactions (an “Asset Sale”) unless: (1a) the resulting, Borrower shall be the surviving or transferee Person (the “Successor CompanySurviving Person”) or the Surviving Person (if other than the Borrower) formed by the Merger or to which that Asset Sale is made shall be a Person corporation organized and existing under the laws of the United States of America, any State thereof or the District of Columbia and Columbia; (b) the Successor Company Surviving Person (if not BZ Holdings, Boise Paper Holdings or Boise Finance, as applicableother than the Borrower) shall expressly assumeassumes, by an indenture supplemental theretoagreement in form satisfactory to the Administrative Agent, executed and delivered to the TrusteeAdministrative Agent by that Surviving Person, in form satisfactory to the Trusteedue and punctual payment of the principal of and premium (if any) and interest on the Loans, and all other Obligations hereunder, and the due and punctual performance and observance of all the obligations covenants and conditions of BZ Holdings, Boise Paper Holdings or Boise Finance, as applicable, under this Agreement to be performed by the Note Guarantee or the Notes, as applicable, and this IndentureBorrower; (2c) in the case of an Asset Sale, the Assets subject to such Asset Sale shall have been transferred as an entirety or virtually as an entirety to one Person; (d) immediately before and after giving effect to the Merger or Asset Sale on a pro forma effect to such transaction basis (including treating and treating, for purposes of this clause (d) and clause (e) below, any Indebtedness which becomes that becomes, or is anticipated to become, an obligation of the Successor Company Surviving Person or any Subsidiary as a result of such transaction Merger or Asset Sale as having been Incurred incurred by such Successor Company the Surviving Person or such Subsidiary at the time of such that transaction), no Default or Event of Default shall have occurred and be continuing; (3) immediately after giving pro forma effect to such transaction, either (A) the Successor Company would be able to Incur an additional $1.00 of Indebtedness pursuant to Section 4.03(a) or (B) the Consolidated Coverage Ratio for the Successor Company would be greater than the Consolidated Coverage Ratio immediately prior to such transaction; and (4) the Issuers shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indenture (if any) comply with this Indenture; provided, however, that clause (3) shall not be applicable to (A) a Restricted Subsidiary consolidating with, merging into or transferring all or part of its properties and assets to BZ Holdings or a Wholly Owned Subsidiary of BZ Holdings (so long as no Capital Stock of BZ Holdings or such Wholly Owned Subsidiary is distributed to any Person) or (B) BZ Holdings, Boise Paper Holdings or Boise Finance merging with an Affiliate of BZ Holdings solely for the purpose and with the sole effect of reincorporating BZ Holdings, Boise Paper Holdings or Boise Finance, as applicable, in another jurisdiction. For purposes of this Section 5.01, the sale, lease, conveyance, assignment, transfer or other disposition of all or substantially all of the properties and assets of one or more Subsidiaries of BZ Holdings or Boise Paper Holdings, which properties and assets, if held by BZ Holdings or Boise Paper Holdings instead of such Subsidiaries, would constitute all or substantially all of the properties and assets of BZ Holdings and its Restricted Subsidiaries or Boise Paper Holdings and its Restricted Subsidiaries, in each case on a consolidated basis, shall be deemed to be the transfer of all or substantially all of the properties and assets of BZ Holdings and its Restricted Subsidiaries or Boise Paper Holdings and its Restricted Subsidiaries, as applicable. The Successor Company will be the successor to BZ Holdings, Boise Paper Holdings or Boise Finance, as applicable, and shall succeed to, and be substituted for, and may exercise every right and power of, BZ Holdings, Boise Paper Holdings or Boise Finance, as applicable, under this Indenture, and the predecessor Person, except in the case of a lease, shall be released from the obligation to pay the principal of and interest on the Notes. (b) BZ Holdings shall not permit any Subsidiary Guarantor to consolidate with or merge with or into, or convey, transfer or lease, in one transaction or a series of transactions, all or substantially all of its assets to any Person unless: (1) except in the case of a Subsidiary Guarantor that (x) has been disposed of in its entirety to another Person (other than to BZ Holdings or an Affiliate of BZ Holdings), whether through a merger, consolidation or sale of Capital Stock or assets or (y) as a result of the disposition of all or a portion of its Capital Stock, has ceased to be a Subsidiary of BZ Holdings, the resulting, surviving or transferee Person (if not such Subsidiary) shall be a Person organized and existing under the laws of the jurisdiction under which such Subsidiary was organized or under the laws of the United States of America, or any State thereof or the District of Columbia, and such Person shall expressly assume by a Guarantee Agreement all the obligations of such Subsidiary, if any, under its Subsidiary Guarantee; (2e) immediately after giving effect to such transaction the Merger or transactions Asset Sale on a pro forma basis basis, the Pro Forma Fixed Charges Coverage Ratio would be greater than (and treating x) if any Indebtedness which becomes an obligation of the resulting, surviving or transferee Person as a result of such transaction as having been issued by such Person at the time of such transaction), no Default shall have occurred and 2008 Notes will be continuing; and (3) the Issuers deliver outstanding after giving effect to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger Merger or transfer and such Guarantee Agreement, if any, comply with this Indenture; provided, however, that this Section 5.01 shall not be applicable to any Subsidiary Guarantor consolidating with, merging into or transferring all or part of its properties and assets to an Issuer or any Note Guarantor.Asset Sale,

Merger or Transfer of Assets. (a) None of BZ Holdings, Boise Paper Holdings Merge or Boise Finance shall consolidate with or merge with into any person, firm or intocorporation or lease, or conveysell, transfer or leaseotherwise dispose of all, in one transaction or a series substantially all, of transactionsits property, directly assets and business whether now owned or indirectlyhereafter acquired; except that Borrower may acquire ("Permitted Acquistion"), whether by purchase or merger, all or substantially all part of the ownership interests or assets of BZ Holdings and its Restricted Subsidiaries or Boise Paper Holdings and its Restricted Subsidiaries to, any another person ("Person, unless") provided that each of the following requirements is met: (1i) if Borrower is acquiring the ownership interests in such Person and such Person becomes a subsidiary of Borrower, such Person shall become subject to the Loan Documents as a guarantor and shall execute an irrevocable and unconditional guaranty and suretyship agreement for payment and performance of the Loan; (ii) the resultingboard of directors or other equivalent governing body of such Person shall have approved such Permitted Acquisition and Borrower shall have provided Bank with written evidence of such approval; (iii) the business acquired, surviving or transferee Person (the “Successor Company”) shall be a Person organized and existing under the laws of the United States of America, any State thereof or the District of Columbia and business conducted by the Successor Company (if not BZ Holdings, Boise Paper Holdings or Boise Finance, as applicable) shall expressly assume, by an indenture supplemental thereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, all the obligations of BZ Holdings, Boise Paper Holdings or Boise FinancePerson whose ownership interests are being acquired, as applicable, under shall be substantially the Note Guarantee same as the business conducted by Borrower or the Notes, as applicable, and this Indentureanother activity reasonably incidental thereto; (2iv) immediately after giving pro forma effect to such transaction (including treating any Indebtedness which becomes an obligation in the event of a merger with a non-domestic Person, Borrower shall be the Successor Company or any Subsidiary as a result of such transaction as having been Incurred by such Successor Company or such Subsidiary at the time of such transaction), no Default shall have occurred and be continuingsurviving entity; (3v) immediately after giving pro forma effect no change of control shall occur with respect to such transactionBorrower and if Borrower is not the surviving entity, either the surviving Person shall assume in writing all of the obligations and liabilities owing under the Loan; (Avi) the Successor Company would be able to Incur an additional $1.00 no Event of Indebtedness pursuant to Section 4.03(a) Default or (B) the Consolidated Coverage Ratio event, but for the Successor Company passage of time, the giving of notice or both would be greater than the Consolidated Coverage Ratio constitute an Event of Default, shall exist immediately prior to such transaction; and (4) the Issuers shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indenture (if any) comply with this Indenture; provided, however, that clause (3) shall not be applicable to (A) a Restricted Subsidiary consolidating with, merging into or transferring all or part of its properties and assets to BZ Holdings or a Wholly Owned Subsidiary of BZ Holdings (so long as no Capital Stock of BZ Holdings or such Wholly Owned Subsidiary is distributed to any Person) or (B) BZ Holdings, Boise Paper Holdings or Boise Finance merging with an Affiliate of BZ Holdings solely for the purpose and with the sole effect of reincorporating BZ Holdings, Boise Paper Holdings or Boise Finance, as applicable, in another jurisdiction. For purposes of this Section 5.01, the sale, lease, conveyance, assignment, transfer or other disposition of all or substantially all of the properties and assets of one or more Subsidiaries of BZ Holdings or Boise Paper Holdings, which properties and assets, if held by BZ Holdings or Boise Paper Holdings instead of such Subsidiaries, would constitute all or substantially all of the properties and assets of BZ Holdings and its Restricted Subsidiaries or Boise Paper Holdings and its Restricted Subsidiaries, in each case on a consolidated basis, shall be deemed to be the transfer of all or substantially all of the properties and assets of BZ Holdings and its Restricted Subsidiaries or Boise Paper Holdings and its Restricted Subsidiaries, as applicable. The Successor Company will be the successor to BZ Holdings, Boise Paper Holdings or Boise Finance, as applicable, and shall succeed to, and be substituted for, and may exercise every right and power of, BZ Holdings, Boise Paper Holdings or Boise Finance, as applicable, under this Indenture, and the predecessor Person, except in the case of a lease, shall be released from the obligation to pay the principal of and interest on the Notes. (b) BZ Holdings shall not permit any Subsidiary Guarantor to consolidate with or merge with or into, or convey, transfer or lease, in one transaction or a series of transactions, all or substantially all of its assets to any Person unless: (1) except in the case of a Subsidiary Guarantor that (x) has been disposed of in its entirety to another Person (other than to BZ Holdings or an Affiliate of BZ Holdings), whether through a merger, consolidation or sale of Capital Stock or assets or (y) as a result of the disposition of all or a portion of its Capital Stock, has ceased to be a Subsidiary of BZ Holdings, the resulting, surviving or transferee Person (if not such Subsidiary) shall be a Person organized and existing under the laws of the jurisdiction under which such Subsidiary was organized or under the laws of the United States of America, or any State thereof or the District of Columbia, and such Person shall expressly assume by a Guarantee Agreement all the obligations of such Subsidiary, if any, under its Subsidiary Guarantee; (2) immediately after giving effect to such transaction or transactions on a pro forma basis (and treating any Indebtedness which becomes an obligation of the resulting, surviving or transferee Person as a result of such transaction as having been issued by such Person at the time of such transaction), no Default shall have occurred and be continuingPermitted Acquisition; and (3vii) Borrower shall demonstrate that it shall be in compliance with the Issuers deliver financial covenants set forth in this Agreement and the other Loan Documents after giving effect to such Permitted Acquisition (including in such computation indebtedness or other liabilities assumed or incurred in connection with such Permitted Acquisition but excluding income earned or expenses incurred by the Person to be acquired prior to the Trustee an Officers’ Certificate date of such Permitted Acquisition) for the four fiscal quarters immediately following such Permitted Acquisition, by delivering at least five (5) business days prior to such Permitted Acquisition a compliance certificate reasonably acceptable to Bank and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such Guarantee Agreement, if any, comply with this Indenture; provided, however, that this Section 5.01 shall not be applicable to any Subsidiary Guarantor consolidating with, merging into or transferring all or part of its properties and assets to an Issuer or any Note GuarantorBorrower.

Merger or Transfer of Assets. (a) None of BZ Holdings, Boise Paper Holdings or Boise Finance shall consolidate with or merge with or into, or convey, transfer or lease, in one transaction or a series of transactions, directly or indirectly, all or substantially all the assets of BZ Holdings and its Restricted Subsidiaries or Boise Paper Holdings and its Restricted Subsidiaries to, any Person, unless: (1) the resulting, surviving or transferee Person (the “Successor Company”) shall be a Person organized and existing under the laws of the United States of America, any State thereof or the District of Columbia and the Successor Company (if not BZ Holdings, Boise Paper Holdings or Boise Finance, as applicable) shall expressly assume, by an indenture supplemental thereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, all the obligations of BZ Holdings, Boise Paper Holdings or Boise Finance, as applicable, under the Note Guarantee or the Notes, as applicable, and this Indenture; (2) immediately after giving pro forma effect to such transaction (including treating any Indebtedness which becomes an obligation of the Successor Company or any Subsidiary as a result of such transaction as having been Incurred by such Successor Company or such Subsidiary at the time of such transaction), no Default shall have occurred and be continuing; (3) immediately after giving pro forma effect to such transaction, either (A) the Successor Company would be able to Incur an additional $1.00 of Indebtedness pursuant to Section 4.03(a) or (B) the Consolidated Coverage Ratio for the Successor Company would be greater than the Consolidated Coverage Ratio immediately prior to such transaction; and (4) the Issuers shall have delivered to the Trustee an Officers’ ' Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indenture (if any) comply with this Indenture; provided, however, that clause (3) shall not be applicable to (A) a Restricted Subsidiary consolidating with, merging into or transferring all or part of its properties and assets to BZ Holdings or a Wholly Owned Subsidiary of BZ Holdings (so long as no Capital Stock of BZ Holdings or such Wholly Owned Subsidiary is distributed to any Person) or (B) BZ Holdings, Boise Paper Holdings or Boise Finance merging with an Affiliate of BZ Holdings solely for the purpose and with the sole effect of reincorporating BZ Holdings, Boise Paper Holdings or Boise Finance, as applicable, in another jurisdiction. For purposes of this Section 5.01, the sale, lease, conveyance, assignment, transfer or other disposition of all or substantially all of the properties and assets of one or more Subsidiaries of BZ Holdings or Boise Paper Holdings, which properties and assets, if held by BZ Holdings or Boise Paper Holdings instead of such Subsidiaries, would constitute all or substantially all of the properties and assets of BZ Holdings and its Restricted Subsidiaries or Boise Paper Holdings and its Restricted Subsidiaries, in each case on a consolidated basis, shall be deemed to be the transfer of all or substantially all of the properties and assets of BZ Holdings and its Restricted Subsidiaries or Boise Paper Holdings and its Restricted Subsidiaries, as applicable. The Successor Company will be the successor to BZ Holdings, Boise Paper Holdings or Boise Finance, as applicable, and shall succeed to, and be substituted for, and may exercise every right and power of, BZ Holdings, Boise Paper Holdings or Boise Finance, as applicable, under this Indenture, and the predecessor Person, except in the case of a lease, shall be released from the obligation to pay the principal of and interest on the Notes. (b) BZ Holdings shall not permit any Subsidiary Guarantor to consolidate with or merge with or into, or convey, transfer or lease, in one transaction or a series of transactions, all or substantially all of its assets to any Person unless: (1) except in the case of a Subsidiary Guarantor that (x) has been disposed of in its entirety to another Person (other than to BZ Holdings or an Affiliate of BZ Holdings), whether through a merger, consolidation or sale of Capital Stock or assets or (y) as a result of the disposition of all or a portion of its Capital Stock, has ceased to be a Subsidiary of BZ Holdings, the resulting, surviving or transferee Person (if not such Subsidiary) shall be a Person organized and existing under the laws of the jurisdiction under which such Subsidiary was organized or under the laws of the United States of America, or any State thereof or the District of Columbia, and such Person shall expressly assume by a Guarantee Agreement all the obligations of such Subsidiary, if any, under its Subsidiary Guarantee; (2) immediately after giving effect to such transaction or transactions on a pro forma basis (and treating any Indebtedness which becomes an obligation of the resulting, surviving or transferee Person as a result of such transaction as having been issued by such Person at the time of such transaction), no Default shall have occurred and be continuing; and (3) the Issuers deliver to the Trustee an Officers’ ' Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such Guarantee Agreement, if any, comply with this Indenture; provided, however, that this Section 5.01 shall not be applicable to any Subsidiary Guarantor consolidating with, merging into or transferring all or part of its properties and assets to an Issuer or any Note Guarantor.