Boise Cascade Holdings, L.L.C. Sample Contracts

CREDIT AGREEMENT
Credit Agreement • February 11th, 2005 • Boise Cascade Holdings, L.L.C. • New York
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Credit Agreement by and among
Credit Agreement • November 3rd, 2011 • Boise Cascade Holdings, L.L.C. • Wholesale-lumber & other construction materials • New York

THIS CREDIT AGREEMENT (this “Agreement”) is entered into as of July 13, 2011, by and among the lenders identified on the signature pages hereof (each of such lenders, together with their respective successors and permitted assigns, are referred to hereinafter as a “Lender”, as that term is hereinafter further defined), WELLS FARGO CAPITAL FINANCE, LLC, a Delaware limited liability company, as administrative agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, “Agent”), and together with Merrill Lynch, Pierce, Fenner & Smith Incorporated, a Delaware corporation, as joint lead arrangers (the “Lead Arrangers”) and as joint bookrunners (the “Bookrunners”), Bank of America, N.A., a national banking association, as syndication agent (the “Syndication Agent”), U.S. Bank National Association, a national banking association, as documentation agent (the “Documentation Agent”), Boise Cascade, L.L.C., a Delaware limited liability company (“Boise Casca

Exhibit 1.1 FORM OF UNDERWRITING AGREEMENT BOISE CASCADE COMPANY CLASS A COMMON STOCK, PAR VALUE $0.01 PER SHARE
Boise Cascade Co • May 11th, 2005 • Wholesale-lumber & other construction materials • New York
REGISTRATION RIGHTS AGREEMENT by and among Boise Cascade, L.L.C., Boise Cascade Finance Corporation, BC Chile Investment Corporation, Boise Cascade Building Materials Distribution, L.L.C., Boise Cascade Holdings, L.L.C., Boise Cascade Wood Products,...
Registration Rights Agreement • October 23rd, 2012 • Boise Cascade Holdings, L.L.C. • Wholesale-lumber & other construction materials • New York

This Registration Rights Agreement (this “Agreement”) is made and entered into as of October 22, 2012, by and among Boise Cascade, L.L.C., a Delaware limited liability company (together with its successors and assigns under the Indenture, the “Company”), and Boise Cascade Finance Corporation, a Delaware corporation (together with its successors and assigns under the Indenture, the “Co-Issuer” and, together with the Company, the “Issuers”), BC Chile Investment Corporation, a Delaware corporation, Boise Cascade Building Materials Distribution, L.L.C., a Delaware limited liability company, Boise Cascade Holdings, L.L.C., a Delaware limited liability company (“BC Holdings”), Boise Cascade Wood Products, L.L.C., a Delaware limited liability company, Boise Cascade Wood Products Holdings Corp., a Delaware corporation, and Stack Rock Capital, L.L.C., a Delaware limited liability company (collectively, the “Guarantors”), and Merrill Lynch, Pierce, Fenner & Smith Incorporated (the “Representativ

ARTICLE 1 PURCHASE AND SALE
Purchase and Sale Agreement • May 2nd, 2005 • Boise Cascade Holdings, L.L.C. • Wholesale-lumber & other construction materials • New York
RECITALS
Assignment Assumption and Consent Agreement • April 4th, 2005 • Boise Cascade Holdings, L.L.C. • Wholesale-lumber & other construction materials • Delaware
ARTICLE I
Reaffirmation Agreement • May 2nd, 2005 • Boise Cascade Holdings, L.L.C. • Wholesale-lumber & other construction materials
SECOND AMENDED AND RESTATED OPERATING AGREEMENT Dated as of November 10, 2006
Operating Agreement • November 16th, 2006 • Boise Cascade Holdings, L.L.C. • Wholesale-lumber & other construction materials • Delaware

THIS SECOND AMENDED AND RESTATED OPERATING AGREEMENT of Boise Cascade Holdings, L.L.C. (this “Agreement”), dated as of November 10, 2006, is executed and agreed to for good and valuable consideration by the Members.

EXHIBIT 10.25 MANAGEMENT EQUITY AGREEMENT
Management Equity Agreement • May 2nd, 2005 • Boise Cascade Holdings, L.L.C. • Wholesale-lumber & other construction materials • Delaware
Underwriting Agreement
Underwriting Agreement • November 23rd, 2009 • Boise Cascade Holdings, L.L.C. • Wholesale-lumber & other construction materials • New York

Certain stockholders of Boise Inc., a Delaware corporation (the “Company”) named in Schedule II hereto (each a “Selling Stockholder” and collectively, the “Selling Stockholders”), propose, subject to the terms and conditions stated herein, to sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of 17,000,000 shares (the “Firm Shares”), and Boise Cascade Holdings, L.L.C. (“Boise Cascade”) proposes, subject to the terms and conditions stated herein, at the election of the Underwriters, to sell up to 2,550,000 additional shares (the “Optional Shares”) of Common Stock of the Company (the Firm Shares and the Optional Shares which the Underwriters elect to purchase pursuant to Section 2 hereof are collectively called the “Shares”).

INVESTOR RIGHTS AGREEMENT
Investor Rights Agreement • February 28th, 2008 • Boise Cascade Holdings, L.L.C. • Wholesale-lumber & other construction materials • Delaware

THIS INVESTOR RIGHTS AGREEMENT (this “Agreement”) is made as of February 22, 2008, by and between Aldabra 2 Acquisition Corp., a Delaware corporation and which shall be renamed as “Boise Inc.” promptly following the Closing (the “Company”) and each of the following Persons: Boise Cascade, L.L.C., a Delaware limited liability company (“Boise”), Boise Cascade Holdings, L.L.C., a Delaware limited liability company (“BCH”), certain directors and officers of the Company and other Persons who are shareholders of the Company on the date hereof and who are signatories to this Agreement under the heading “Aldabra Shareholders” on the signature pages hereto (the “Aldabra Shareholders”), and each other Person who becomes a party to this Agreement after the date hereof pursuant to Section 14(e). Certain capitalized terms used herein are defined in Section 12.

SECURITYHOLDERS AGREEMENT
Securityholders Agreement • August 2nd, 2005 • Boise Cascade Co • Wholesale-lumber & other construction materials • 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”).

INTELLECTUAL PROPERTY LICENSE AGREEMENT
Intellectual Property License Agreement • February 28th, 2008 • Boise Cascade Holdings, L.L.C. • Wholesale-lumber & other construction materials • Idaho

THIS INTELLECTUAL PROPERTY LICENSE AGREEMENT (this “Agreement”) is entered into, as of February 22, 2008 (the “Effective Date”), by and between Boise Cascade, L.L.C., a Delaware limited liability company (on behalf of itself and its Subsidiaries) (“Licensor”), and Boise Paper Holdings, L.L.C., a Delaware limited liability company (on behalf of itself and its Subsidiaries) (“Licensee”). Licensor and Licensee may be referred to herein individually as a “Party,” and collectively as the “Parties,” to this Agreement.

PURCHASE AND SALE AGREEMENT by and among BOISE CASCADE, L.L.C., BOISE PAPER HOLDINGS, L.L.C., BOISE WHITE PAPER, L.L.C., BOISE PACKAGING & NEWSPRINT, L.L.C., BOISE CASCADE TRANSPORTATION HOLDINGS CORP., ALDABRA 2 ACQUISITION CORP., and ALDABRA SUB LLC
Purchase and Sale Agreement • September 13th, 2007 • Boise Cascade Holdings, L.L.C. • Wholesale-lumber & other construction materials • Delaware

THIS PURCHASE AND SALE AGREEMENT (this “Agreement”) is made as of September 7, 2007, by and among Boise Cascade, L.L.C., a Delaware limited liability company (“Seller”), Boise Paper Holdings, L.L.C., a Delaware limited liability company (the “Company”), Boise Packaging & Newsprint, L.L.C., a Delaware limited liability company (“Boise P&N”), Boise White Paper, L.L.C., a Delaware limited liability company (“Boise White Paper”), Boise Cascade Transportation Holdings Corp., a Delaware corporation (“Boise Transportation”), Aldabra 2 Acquisition Corp., a Delaware corporation (“Buyer”), and Aldabra Sub LLC, a Delaware limited liability company agreement and a wholly owned subsidiary of Buyer (“Buyer Sub”).

OUTSOURCING SERVICES AGREEMENT by and between BOISE CASCADE, L.L.C.,
Outsourcing Services Agreement • February 28th, 2008 • Boise Cascade Holdings, L.L.C. • Wholesale-lumber & other construction materials • Idaho

This Outsourcing Services Agreement is made and entered into, as of February 22, 2008 (the “Execution Date”), by and between Boise Cascade, LLC, a Delaware limited liability company (“Boise Cascade”), and Boise Paper Holdings, L.L.C., a Delaware limited liability company (“Boise Paper”), (each, a “Party,” and collectively, the “Parties”).

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TRANSFER AND ADMINISTRATION AGREEMENT by and among BIRCH CREEK INVESTMENTS, L.L.C., as the SPV BOISE WHITE PAPER, L.L.C., as an Originator, BOISE PACKAGING & NEWSPRINT, L.L.C., as an Originator, BOISE BUILDING SOLUTIONS MANUFACTURING, L.L.C., as an...
Transfer and Administration Agreement • November 1st, 2005 • Boise Cascade Co • Wholesale-lumber & other construction materials • New York

This TRANSFER AND ADMINISTRATION AGREEMENT (this “Agreement”), dated as of October 26, 2005, by and among BIRCH CREEK INVESTMENTS, L.L.C., a Delaware limited liability company (the “SPV”), BOISE CASCADE, L.L.C. (“Boise Cascade”), a Delaware limited liability company, as seller under the Second Tier Agreement (as defined below) (in such capacity the “Receivables Seller”) as initial Servicer (in such capacity, the “Servicer”), BOISE WHITE PAPER, L.L.C. (“Boise Paper”), a Delaware limited liability company, BOISE PACKAGING & NEWSPRINT, L.L.C. (“Boise Packaging”), a Delaware limited liability company, BOISE BUILDING SOLUTIONS MANUFACTURING, L.L.C., a Delaware limited liability company (“Boise Manufacturing”), BOISE BUILDING SOLUTIONS DISTRIBUTION, L.L.C., a Delaware limited liability company (“Boise Distribution” and together with Boise Paper, Boise Manufacturing and Boise Packaging each an “Originator” and collectively, the “Originators”), YC SUSI TRUST, (“Yorktown”), as a Conduit Investo

RECITALS
Form of Indemnification Agreement • May 11th, 2005 • Boise Cascade Co • Wholesale-lumber & other construction materials • Delaware
CONTRIBUTION AGREEMENT
Contribution Agreement • August 2nd, 2012 • Boise Cascade Holdings, L.L.C. • Wholesale-lumber & other construction materials

THIS CONTRIBUTION AGREEMENT (“Agreement”) is entered to be effective as of July 13, 2012 by and among BOISE CASCADE, L.L.C., a Delaware limited liability company (“Transferor”), BOISE CASCADE BUILDING MATERIALS DISTRIBUTION, L.L.C., a Delaware limited liability company and wholly-owned subsidiary of Transferor (“BMD”), BOISE CASCADE, L.L.C. MASTER PENSION TRUST, a qualified pension trust (the “Trust”), and BMD ALBUQUERQUE REAL ESTATE, L.L.C., a Delaware limited liability company and wholly-owned subsidiary of the Trust (the “Transferee”).

LOAN AND SECURITY AGREEMENT Dated as of February 22, 2008 among
Loan and Security Agreement • February 28th, 2008 • Boise Cascade Holdings, L.L.C. • Wholesale-lumber & other construction materials • New York

THIS LOAN AND SECURITY AGREEMENT (this “Agreement”) is dated as of February 22, 2008, among BOISE CASCADE, L.L.C., a Delaware limited liability company (“Boise Cascade”), BOISE BUILDING SOLUTIONS DISTRIBUTION, L.L.C., a Delaware limited liability company (“Boise Distribution”) and BOISE BUILDING SOLUTIONS MANUFACTURING, L.L.C., a Delaware limited liability company (“Boise Manufacturing”, and together with Boise Cascade and Boise Distribution, collectively, “Borrowers”), BOISE BUILDING SOLUTIONS MANUFACTURING HOLDINGS CORP., a Delaware corporation (“Boise Manufacturing Holding”), BC CHILE INVESTMENT CORPORATION, a Delaware corporation (“BC Chile Investment”), and BC BRAZIL INVESTMENT CORPORATION, a Delaware corporation (“BC Brazil Investment”, and together with Boise Manufacturing Holding and BC Chile Investment], collectively, “Initial Guarantors”), the financial institutions party to this Agreement from time to time as lenders (collectively, “Lenders”) and BANK OF AMERICA, N.A., a nat

LOAN AND SECURITY AGREEMENT Dated as of February 22, 2008 among
Loan and Security Agreement • April 21st, 2008 • Boise Cascade Holdings, L.L.C. • Wholesale-lumber & other construction materials • New York

THIS LOAN AND SECURITY AGREEMENT (this “Agreement”) is dated as of February 22, 2008, among BOISE CASCADE, L.L.C., a Delaware limited liability company (“Boise Cascade”), BOISE BUILDING SOLUTIONS DISTRIBUTION, L.L.C., a Delaware limited liability company (“Boise Distribution”) and BOISE BUILDING SOLUTIONS MANUFACTURING, L.L.C., a Delaware limited liability company (“Boise Manufacturing”, and together with Boise Cascade and Boise Distribution, collectively, “Borrowers”), BOISE BUILDING SOLUTIONS MANUFACTURING HOLDINGS CORP., a Delaware corporation (“Boise Manufacturing Holding”), BC CHILE INVESTMENT CORPORATION, a Delaware corporation (“BC Chile Investment”), and BC BRAZIL INVESTMENT CORPORATION, a Delaware corporation (“BC Brazil Investment”, and together with Boise Manufacturing Holding and BC Chile Investment], collectively, “Initial Guarantors”), the financial institutions party to this Agreement from time to time as lenders (collectively, “Lenders”) and BANK OF AMERICA, N.A., a nat

Boise Cascade, L.L.C. Retention Award Agreement
Retention Award Agreement • October 5th, 2011 • Boise Cascade Holdings, L.L.C. • Wholesale-lumber & other construction materials • Idaho

This Retention Award Agreement (the "Agreement") is made and entered into on September 30, 2011 (the "Award Date"), by and between Boise Cascade, L.L.C. (the "Company") and Thomas E. Carlile ("Awardee" or "you") pursuant to the following terms:

AMENDMENT NO. 1 TO PURCHASE AND SALE AGREEMENT
Purchase and Sale Agreement • October 24th, 2007 • Boise Cascade Holdings, L.L.C. • Wholesale-lumber & other construction materials • Delaware

This AMENDMENT NO. 1 TO PURCHASE AND SALE AGREEMENT (this “Amendment”), dated October 18, 2007, is by and among Boise Cascade, L.L.C., a Delaware limited liability company (“Seller”), Boise Paper Holdings, L.L.C., a Delaware limited liability company (the “Company”), Boise Packaging & Newsprint, L.L.C., a Delaware limited liability company (“Boise P&N”), Boise White Paper, L.L.C., a Delaware limited liability company (“Boise White Paper”), Boise Cascade Transportation Holdings Corp., a Delaware corporation (“Boise Transportation”), Aldabra 2 Acquisition Corp., a Delaware corporation (“Buyer”), and Aldabra Sub LLC, a Delaware limited liability company agreement and a wholly owned subsidiary of Buyer (“Buyer Sub”), and amends that certain Purchase and Sale Agreement, dated September 7, 2007 (and as may be further amended, modified and/or supplemented from time to time, the “Purchase Agreement”), by and among Seller, the Company, Boise P&N, Boise White Paper, Boise Transportation, Buyer a

SECOND AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • November 13th, 2009 • Boise Cascade Holdings, L.L.C. • Wholesale-lumber & other construction materials

THIS SECOND AMENDMENT TO EMPLOYMENT AGREEMENT (this “Second Amendment”) is made as of the 11th day of August, 2009, between Boise Cascade, L.L.C., a Delaware limited liability company (the “Company”), and Duane C. McDougall (“Executive”) with the intention that it be effective on August 16, 2009 (the “Second Amendment Effective Date”).

MANAGEMENT EQUITY AGREEMENT BETWEEN FOREST PRODUCTS HOLDINGS, L.L.C. AND EACH OF THE PERSONS LISTED ON THE SIGNATURE PAGES HERETO Dated as of April 3, 2006
Management Equity Agreement • April 6th, 2006 • Boise Cascade Holdings, L.L.C. • Wholesale-lumber & other construction materials • Delaware

THE SECURITIES DESCRIBED HEREIN HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR REGISTERED OR QUALIFIED UNDER STATE SECURITIES LAWS. THE SECURITIES ARE BEING SOLD IN RELIANCE UPON EXEMPTIONS FROM SUCH REGISTRATION AND QUALIFICATION REQUIREMENTS. THE SECURITIES CANNOT BE SOLD, TRANSFERRED, ASSIGNED OR OTHERWISE DISPOSED OF EXCEPT IN COMPLIANCE WITH THE RESTRICTIONS ON TRANSFERABILITY SET FORTH IN THIS AGREEMENT AND APPLICABLE FEDERAL AND STATE SECURITIES LAWS.

Retention Award Agreement
Retention Award Agreement • November 13th, 2009 • Boise Cascade Holdings, L.L.C. • Wholesale-lumber & other construction materials • Idaho

This Retention Award Agreement (the “Agreement”) is made and entered into on _____________ (the “Award Date”), by and between Boise Cascade, L.L.C. (the “Company”) and _____________ (“Awardee” or “you”) pursuant to the following terms with the intention that it become effective on August 16, 2009 (the “Effective Date”):

SCHEDULE 13D JOINT FILING AGREEMENT
Joint Filing Agreement • March 3rd, 2008 • Boise Cascade Holdings, L.L.C. • Wholesale-lumber & other construction materials
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