Exhibit 99.11 CONSULTING AGREEMENT This Consulting Agreement (this "Agreement") is made and entered into as of July 13, 2003, by and among Boise Cascade Corporation, a Delaware corporation ("Parent"), and Michael Feuer ("Consultant"). PRELIMINARY...Consulting Agreement • August 1st, 2003 • Boise Cascade Corp • Wholesale-paper & paper products • Ohio
EXHIBIT 1 BOISE CASCADE CORPORATION Debt Securities UNDERWRITING AGREEMENT 1. Introductory. Boise Cascade Corporation, a Delaware corporation (the "Company"), proposes to issue and sell from time to time certain of its debt securities registered under...Boise Cascade Corp • November 25th, 1997 • Paper mills • New York
UNITED STATES SECURITIES AND EXCHANGE COMMISSIONBoise Cascade Corp • March 22nd, 2000 • Paper mills
Boise Cascade Corporation Medium-Term Notes AGENCY AGREEMENTBoise Cascade Corp • May 12th, 1998 • Paper mills • New York
AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT by and among OFFICEMAX INCORPORATED OFFICEMAX NORTH AMERICA, INC. BIZMART, INC. BIZMART (TEXAS), INC. HONOLULU PAPER COMPANY LIMITED RELIABLE EXPRESS CORPORATION as Borrowers and OFFICEMAX CORP. PICABO...Loan and Security Agreement • July 18th, 2007 • Officemax Inc • Wholesale-paper & paper products • Illinois
This Amended and Restated Loan and Security Agreement (“Agreement”) dated July 12, 2007 is entered into by and among OfficeMax Incorporated, a Delaware corporation (“Parent”), OfficeMax North America, Inc., an Ohio corporation (“North America”), BizMart, Inc., a Delaware corporation (“BizMart”) and BizMart (Texas), Inc., a Delaware corporation (“BizMart Texas”), Honolulu Paper Company Limited, a Hawaii corporation (“Honolulu”), and Reliable Express Corporation, a Delaware corporation (“Reliable”, and together with Parent, North America, BizMart and Honolulu, each individually a “Borrower” and collectively, “Borrowers” as hereinafter further defined), OfficeMax Corp., an Ohio corporation (“Ohio”), Picabo Holdings, Inc., a Delaware corporation (“Picabo”), OfficeMax Nevada Company, a Nevada corporation (“Nevada”), OfficeMax Southern Company, a Louisiana limited partnership (“Southern”) and OMX, Inc., a Nevada corporation (“OMX”, and together with Ohio, Picabo, Nevada and Southern, each in
BOISE CASCADE CORPORATION DEFERRED COMPENSATION AND BENEFITS TRUST __________________ TRUST AGREEMENT By and BetweenTrust Agreement • November 13th, 1996 • Boise Cascade Corp • Paper mills
EXHIBIT 4.1 FIRST AMENDMENT TO CREDIT AGREEMENT THIS FIRST AMENDMENT TO CREDIT AGREEMENT (the "Amendment"), dated as of September 25, 1997, is entered into by and among BOISE CASCADE CORPORATION (the "Company"), BANK OF AMERICA NATIONAL TRUST AND...Credit Agreement • November 12th, 1997 • Boise Cascade Corp • Paper mills • New York
CONFIDENTIAL April 11, 2012 Ron Lalla [Address] Dear Ron,Officemax Inc • May 8th, 2012 • Wholesale-paper & paper products • Delaware
OfficeMax Incorporated (the “Company”) provides you with the severance benefits described in this letter agreement (the “Agreement”) if your employment with the Company is terminated before or after a “potential change in control of the Company” or a “change in control of the Company” (each as defined in Section 2 of the Agreement). The Agreement terms are as follows:
AMENDMENT No. 3Boise Cascade Corp • March 15th, 1996 • Paper mills
BOISE CASCADE HOLDINGS, L.L.C. A Delaware Limited Liability Company FOURTH AMENDED AND RESTATED OPERATING AGREEMENT Dated as of February 26, 2013Operating Agreement • March 4th, 2013 • Officemax Inc • Wholesale-paper & paper products • Delaware
THIS FOURTH AMENDED AND RESTATED OPERATING AGREEMENT of Boise Cascade Holdings, L.L.C. (this “Agreement”), is dated and made as of February 26, 2013.
GUARANTEE AGREEMENT between BOISE CASCADE CORPORATION and BNY WESTERN TRUST COMPANY Relating to the Preferred Securities of Boise Cascade Trust I Dated as of [ ], 2001Guarantee Agreement • November 30th, 2001 • Boise Cascade Corp • Wholesale-paper & paper products • New York
This GUARANTEE AGREEMENT, dated as of , 2001, is executed and delivered by Boise Cascade Corporation, a Delaware corporation (the "Guarantor") and BNY Western Trust Company, a national banking association organized and existing under the laws of the United States, as trustee (the "Guarantee Trustee"), for the benefit of the Holders (as defined herein) from time to time of the Preferred Securities (as defined herein) of Boise Cascade Trust I, a Delaware statutory business trust (the "Issuer").
OFFICEMAX INCORPORATED NONDISCLOSURE AND FAIR COMPETITION AGREEMENTNondisclosure and Fair Competition Agreement • May 8th, 2012 • Officemax Inc • Wholesale-paper & paper products • Delaware
THIS AGREEMENT is made as of this 19th day of March, 2012, by and between OfficeMax Incorporated, a Delaware corporation (“OfficeMax”), which term includes any affiliates and subsidiaries), and Ron Lalla (the “Executive”).
OFFICEMAX INCORPORATED RETENTION BONUS AGREEMENTOfficemax Incorporated • July 29th, 2013 • Officemax Inc • Wholesale-paper & paper products
This OfficeMax Performance-Based Retention Bonus Agreement (“Agreement”) is made and entered into by and between OfficeMax Incorporated (“OfficeMax” or “Company”) and (“Associate”) as of July 24, 2013.
INDENTURE by and between OMX Timber Finance Investments I, LLC, as the Issuer, and WELLS FARGO BANK NORTHWEST, N.A., not in its individual capacity but solely in its capacity as the Indenture Trustee Dated as of December 21, 2004 $735,000,000...Indenture • December 14th, 2009 • Officemax Inc • Wholesale-paper & paper products • New York
THIS INDENTURE, dated as of December 21, 2004 (as amended, modified, restated, supplemented or waived from time to time, the “Indenture”), is by and between OMX TIMBER FINANCE INVESTMENTS I, LLC, a Delaware limited liability company, as the issuer (together with its successors and assigns in such capacity, the “Issuer”), and WELLS FARGO BANK NORTHWEST, N.A., a national banking association, not in its individual capacity but solely in its capacity as the indenture trustee (together with its successors and assigns, in such capacity, the “Indenture Trustee”).
OfficeMax Incorporated 2011 Restricted Stock Unit Award Agreement – Performance Based Vice Presidents and Above (U.S.)Restricted Stock Unit Award Agreement • June 3rd, 2011 • Officemax Inc • Wholesale-paper & paper products
The second half of your Potential RSU Award shall be adjusted based on 2012 EBIT in accordance with the following chart and shall vest on February 9, 2014 if you are actively employed by OfficeMax on that date, and be payable as soon as practical thereafter, but not later than March 15, 2014:
SECURITYHOLDERS AGREEMENTSecurityholders Agreement • November 9th, 2004 • Officemax Inc • Wholesale-paper & paper products • Delaware
THIS SECURITYHOLDERS AGREEMENT (this “Agreement”) is made and entered into as of the 29th day of October, 2004, by and among BOISE CASCADE CORPORATION, a Delaware corporation (to be renamed “OfficeMax Incorporated” on November 1, 2004, “BCC”), FOREST PRODUCTS HOLDINGS L.L.C., a Delaware limited liability company (“FPH”), and BOISE CASCADE HOLDINGS, L.L.C., a Delaware corporation (“Boise Holdings”).
OFFICEMAX INCORPORATEDOfficemax Incorporated • August 2nd, 2011 • Officemax Inc • Wholesale-paper & paper products
This Restricted Stock Unit Award (the “Award”) is granted on July 27, 2011 (the “Award Date”) by OfficeMax Incorporated (“OfficeMax”) to Name (“Director” or “you”) pursuant to the 2003 OfficeMax Incentive and Performance Plan, as may be amended from time to time (the “Plan”), and pursuant to the following terms of this agreement (the “Agreement”):
OfficeMax Incorporated Chief Executive OfficerStock Option Award Agreement • March 16th, 2011 • Officemax Inc • Wholesale-paper & paper products
This Nonqualified Stock Option Award (the “Award”) is granted on November 8, 2010 (the “Award Date”), by OfficeMax Incorporated (“OfficeMax”) to Ravichandra Saligram (“Awardee” or “you”) pursuant to the 2003 OfficeMax Incentive and Performance Plan, as may be amended from time to time (the “Plan”), and the following terms and conditions of this agreement (the “Agreement”):
FOURTH AMENDED AND RESTATED RECEIVABLES SALE AGREEMENT DATED AS OF JUNE 19, 2006 AMONG LOVING CREEK FUNDING CORPORATION, AS THE SELLER, OFFICEMAX INCORPORATED (FORMERLY KNOWN AS BOISE CASCADE CORPORATION), AS THE INITIAL COLLECTION AGENT, ABN AMRO...Receivables Sale Agreement • June 23rd, 2006 • Officemax Inc • Wholesale-paper & paper products • New York
FOURTH AMENDED AND RESTATED RECEIVABLES SALE AGREEMENT, dated as of June 19, 2006, among Loving Creek Funding Corporation, a Delaware corporation (the “Seller”), OfficeMax Incorporated (formerly known as Boise Cascade Corporation) (the “Initial Collection Agent”), ABN AMRO Bank N.V., as agent for the Purchasers (the “Agent”) and as the Windmill Purchaser Agent (“Windmill Purchaser Agent”), Wachovia Bank, National Association (“Wachovia”), as the VFCC Purchaser Agent (“VFCC Purchaser Agent”), General Electric Capital Corporation (“GECC”), as a Purchaser Agent (“GECC Purchaser Agent”), the other Purchaser Agents from time to time party hereto (collectively with the Windmill Purchaser Agent the GECC Purchaser Agent and the VFCC Purchaser Agent, the “Purchaser Agents”), GECC as a Related Bank Purchaser, the Related Bank Purchasers from time to time party hereto (collectively, the “Related Bank Purchasers”), Windmill Funding Corporation, as a Conduit Purchaser (“Windmill”) and Variable Fund
FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • November 7th, 2013 • MAPLEBY HOLDINGS MERGER Corp • Wholesale-paper & paper products • Delaware
This First Amendment (this “Amendment”) is made and entered into as of November 5, 2013, by and among Office Depot, Inc., a Delaware corporation (“Office Depot”), Dogwood Merger Sub Inc., a Delaware corporation and a wholly owned direct subsidiary of Office Depot (“Merger Sub Two”), Dogwood Merger Sub LLC, a Delaware limited liability company and a wholly owned direct subsidiary of Office Depot (“Merger Sub Three”), Mapleby Holdings Merger Corporation, a Delaware corporation and a wholly owned direct subsidiary of OfficeMax (“Mapleby Holdco”), Mapleby Merger Corporation, a Delaware corporation and a wholly owned direct subsidiary of Mapleby Holdco (“Merger Sub One”), and OfficeMax Incorporated, a Delaware corporation (“OfficeMax” and, together with Office Depot, Merger Sub Two, Merger Sub Three, Mapleby Holdco and Merger Sub One, the “Original Parties”), and amends the Agreement and Plan of Merger, dated as of February 20, 2013 (the “Agreement”), by and among the Original Parties. Capi
OFFICEMAX INCORPORATED NONDISCLOSURE AND FAIR COMPETITION AGREEMENTNondisclosure and Fair Competition Agreement • March 16th, 2011 • Officemax Inc • Wholesale-paper & paper products • Delaware
THIS AGREEMENT is made as of this 8th day of November, 2010, by and between OfficeMax Incorporated, a Delaware corporation (“OfficeMax”), which term includes any affiliates and subsidiaries, and Ravichandra K. Saligram (the “Executive”).
OFFICEMAX INCORPORATEDIncentive Award Agreement • May 8th, 2013 • Officemax Inc • Wholesale-paper & paper products
This potential Annual Incentive Award (the “Award”) is granted on Date (the “Award Date”), by OfficeMax Incorporated (the “Company”) to Name (“Awardee” or “you”) pursuant to the 2003 OfficeMax Incentive and Performance Plan, as may be amended from time to time (the “Plan”), and the following terms and conditions of this agreement (the “Agreement”):
OfficeMax Incorporated Vice Presidents and Above (U.S.)Nonqualified Stock Option Award Agreement • February 24th, 2012 • Officemax Inc • Wholesale-paper & paper products
This Nonqualified Stock Option Award (the “Award”) is granted on November 14, 2011 (the “Award Date”), by OfficeMax Incorporated (“OfficeMax”) to James Barr IV (“Awardee” or “you”) pursuant to the 2003 OfficeMax Incentive and Performance Plan, as may be amended from time to time (the “Plan”), and the following terms and conditions of this agreement (the “Agreement”):
OFFICEMAX INCORPORATED NONDISCLOSURE AND FAIR COMPETITION AGREEMENTOfficemax Incorporated • April 12th, 2012 • Officemax Inc • Wholesale-paper & paper products • Delaware
THIS AGREEMENT is made as of this 2nd day of April, 2012, by and between OfficeMax Incorporated, a Delaware corporation (“OfficeMax”), which term includes any affiliates and subsidiaries), and John Kenning (the “Executive”).
PAPER PURCHASE AGREEMENTPaper Purchase Agreement • August 4th, 2011 • Officemax Inc • Wholesale-paper & paper products • Delaware
OFFICEMAX INCORPORATED Chief Executive OfficerRestricted Stock Unit Award Agreement • March 16th, 2011 • Officemax Inc • Wholesale-paper & paper products
This Restricted Stock Unit Award (the “Award”) is granted on November 8, 2010 (the “Award Date”) by OfficeMax Incorporated (“OfficeMax”) to Ravichandra Saligram (“Awardee” or “you”) pursuant to the 2003 OfficeMax Incentive and Performance Plan, as may be amended from time to time (the “Plan”), and the following terms and conditions of this agreement (the “Agreement”):
Form of OfficeMax Incorporated Chief Executive Officer (U.S.)Nonqualified Stock Option Award • October 19th, 2010 • Officemax Inc • Wholesale-paper & paper products
This Nonqualified Stock Option Award (the “Award”) is granted on November 8, 2010 (the “Award Date”), by OfficeMax Incorporated (“OfficeMax”) to Ravichandra Saligram (“Awardee” or “you”) pursuant to the 2003 OfficeMax Incentive and Performance Plan, as may be amended from time to time (the “Plan”), and the following terms and conditions of this agreement (the “Agreement”):
VOTING AGREEMENTVoting Agreement • February 22nd, 2013 • Officemax Inc • Wholesale-paper & paper products • Delaware
This VOTING AGREEMENT (this “Agreement”), dated as of February 20, 2013, is by and among Office Depot, Inc., a Delaware corporation (“Office Depot”), OfficeMax Incorporated, a Delaware corporation (“OfficeMax”), BC Partners, Inc., a Delaware corporation (the “Investor Representative”), and the several Investors listed on Schedule 1 hereto (the “Investors”). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Merger Agreement (as in effect as of the date hereof).
EMPLOYMENT AGREEMENTSettlement Agreement and Release • November 9th, 2004 • Officemax Inc • Wholesale-paper & paper products • Ohio
THIS AGREEMENT is made and entered into this 10th day of December, 2003, by and between BOISE CASCADE OFFICE PRODUCTS CORPORATION, a Delaware corporation (“Boise Office Solutions”), and PHILLIP P. DEPAUL (the “Executive”).
OFFICEMAX INCORPORATEDOfficemax Incorporated • February 20th, 2007 • Officemax Inc • Wholesale-paper & paper products
This Annual Incentive Award (the “Award”) is granted on February , 2007 (the “Award Date”), by OfficeMax Incorporated (“OfficeMax”) to <<insert name >> (“Awardee” or “you”) pursuant to the 2003 OfficeMax Incentive and Performance Plan (the “Plan”) and pursuant to the following terms:
OFFICEMAX INCORPORATED 2008 Director Restricted Stock Unit Award AgreementRestricted Stock Unit Award Agreement • July 29th, 2008 • Officemax Inc • Wholesale-paper & paper products
This Restricted Stock Unit Award (the “Award”) is granted on July 23, 2008 (the “Award Date”) by OfficeMax Incorporated (“OfficeMax”) to (“Director” or “you”) pursuant to the 2003 OfficeMax Incentive and Performance Plan (the “Plan”) and the following terms of this agreement (the “Agreement”):Terms and Conditions. The Award is subject to all the terms and conditions of the Plan. All capitalized terms not defined in this Agreement shall have the meaning stated in the Plan. If there is any inconsistency between the terms of this Agreement and the terms of the Plan, the terms of the Plan shall control unless this Agreement explicitly states that an exception to the Plan is being made.
Nonstatutory Stock Option Award AgreementOfficemax Incorporated • April 20th, 2005 • Officemax Inc • Wholesale-paper & paper products
This Nonstatutory Stock Option Award (the “Award”), is granted as of April 18, 2005 (the “Award Date”), by OfficeMax Incorporated (“OfficeMax”) to Sam Duncan (“Awardee” or “you”) pursuant to the 2003 OfficeMax Incentive and Performance Plan (the “Plan”) and the following terms:
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 4th, 2009 • Officemax Inc • Wholesale-paper & paper products • Illinois
THIS REGISTRATION RIGHTS AGREEMENT, dated as of November 3, 2009 (the “Agreement”), is made by and between OFFICEMAX INCORPORATED, a Delaware corporation, having an office at 263 Shuman Boulevard, Naperville, Illinois 60563 (the “Company” or “OfficeMax”), and EVERCORE TRUST COMPANY, N.A., solely in its capacity as duly appointed and acting investment manager (the “Manager”) of the Master Trust (the “Trust”), which is the funding vehicle for the Company’s six tax-qualified employee benefit pension plans (the “Plans”).
OFFICEMAX INCORPORATEDRestricted Stock Unit Award Agreement • August 2nd, 2005 • Officemax Inc • Wholesale-paper & paper products
This Restricted Stock Unit Award (the “Award”), is granted on July 29, 2005 (the “Award Date”), by OfficeMax Incorporated (“OfficeMax”) to (“Director” or “you”) pursuant to the 2003 OfficeMax Incentive and Performance Plan (the “Plan”) and pursuant to the following terms:
OFFICEMAX INCORPORATEDOfficemax Incorporated • December 15th, 2004 • Officemax Inc • Wholesale-paper & paper products
This Restricted Stock Award (the “Award”), is granted on , 2004 (the “Award Date”), by OfficeMax Incorporated (“OfficeMax”) to (“Director” or “you”) pursuant to the 2003 OfficeMax Incentive and Performance Plan (the “Plan”) and pursuant to the following terms:
