Exhibit 1.1 FORM OF UNDERWRITING AGREEMENT BOISE CASCADE COMPANY CLASS A COMMON STOCK, PAR VALUE $0.01 PER SHAREUnderwriting Agreement • May 11th, 2005 • Boise Cascade Co • Wholesale-lumber & other construction materials • New York
Exhibit 10.3 MUTUAL ADMINISTRATIVE SERVICES AGREEMENT THIS ADMINISTRATIVE SERVICES AGREEMENT is made this 29th day of October 2004, between Boise Cascade Corporation, a Delaware corporation ("Old Boise") and Forest Products Holdings, L.L.C., a...Administrative Services Agreement • February 11th, 2005 • Boise Cascade Holdings, L.L.C. • Idaho
CREDIT AGREEMENTCredit Agreement • February 11th, 2005 • Boise Cascade Holdings, L.L.C. • New York
ARTICLE 1 PURCHASE AND SALEPurchase and Sale Agreement • May 2nd, 2005 • Boise Cascade Holdings, L.L.C. • Wholesale-lumber & other construction materials • New York
Exhibit 10.5 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement ("AGREEMENT") is made this 29th day of October, 2004 by and among Boise Cascade Corporation, a Delaware corporation (to be renamed "OfficeMax Incorporated" on November 1,...Registration Rights Agreement • February 11th, 2005 • Boise Cascade Holdings, L.L.C. • Illinois
Credit Agreement by and amongCredit 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 2.1 SECOND AMENDMENT TO ASSET PURCHASE AGREEMENT This Second Amendment to Asset Purchase Agreement (this "AMENDMENT") is made and entered into as of this 28th day of October, 2004, by and among Boise Cascade Corporation, a Delaware corporation...Asset Purchase Agreement • May 2nd, 2005 • Boise Cascade Holdings, L.L.C. • Wholesale-lumber & other construction materials • Delaware
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
EXHIBIT 10.11 EMPLOYMENT AGREEMENT THIS AGREEMENT is made as of the 29th day of October, 2004, between Boise Cascade, L.L.C., a Delaware limited liability company (the "Company"), and W. Thomas Stephens ("EXECUTIVE"). WHEREAS, the services of...Employment Agreement • February 11th, 2005 • Boise Cascade Holdings, L.L.C. • Idaho
RECITALSAssignment, Assumption and Consent Agreement • April 4th, 2005 • Boise Cascade Holdings, L.L.C. • Wholesale-lumber & other construction materials • Delaware
Exhibit 2.1 SECOND AMENDMENT TO ASSET PURCHASE AGREEMENT This Second Amendment to Asset Purchase Agreement (this "AMENDMENT") is made and entered into as of this 28th day of October, 2004, by and among Boise Cascade Corporation, a Delaware corporation...Asset Purchase Agreement • February 11th, 2005 • Boise Cascade Holdings, L.L.C. • Delaware
expressed as an amount representing the maximum principal amount of the Tranche D Term Loan to be made by such Additional Tranche D Lender hereunder. The initial amount of each Additional Tranche D Lender's Additional Tranche D Commitment is set forth...Amendment and Restatement Agreement • May 2nd, 2005 • Boise Cascade Holdings, L.L.C. • Wholesale-lumber & other construction materials • New York
ARTICLE IReaffirmation Agreement • May 2nd, 2005 • Boise Cascade Holdings, L.L.C. • Wholesale-lumber & other construction materials
Exhibit 10.4 BOISE CASCADE AVIATION OPERATION AGREEMENT THIS AGREEMENT, dated as of the 29th day of October, 2004, entered into by and between BOISE CASCADE CORPORATION, a Delaware corporation, hereinafter referred to as "Parent," and BOISE CASCADE...Operation Agreement • February 11th, 2005 • Boise Cascade Holdings, L.L.C. • Delaware
SECOND AMENDED AND RESTATED OPERATING AGREEMENT Dated as of November 10, 2006Operating 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 AGREEMENTManagement Equity Agreement • May 2nd, 2005 • Boise Cascade Holdings, L.L.C. • Wholesale-lumber & other construction materials • Delaware
Underwriting AgreementUnderwriting 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”).
Exhibit 10.26 AMENDED AND RESTATED GOING PUBLIC AGREEMENT THIS AMENDED AND RESTATED GOING PUBLIC AGREEMENT (this "Agreement") is made as of May 17, 2005, by and among Boise Cascade Company, a Delaware corporation ("BCC"), Boise Land & Timber Holdings...Going Public Agreement • May 18th, 2005 • Boise Cascade Co • Wholesale-lumber & other construction materials • Delaware
INVESTOR RIGHTS AGREEMENTInvestor 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.
EXHIBIT 4.5 SENIOR SUBORDINATED NOTE REGISTRATION RIGHTS AGREEMENT This SENIOR SUBORDINATED NOTE REGISTRATION RIGHTS AGREEMENT dated October 29, 2004 (the "Agreement") is entered into by and among Boise Cascade, L.L.C., a Delaware limited liability...Senior Subordinated Note Registration Rights Agreement • February 11th, 2005 • Boise Cascade Holdings, L.L.C. • New York
LOAN AND SECURITY AGREEMENT Dated as of February 22, 2008 amongLoan 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
SECURITYHOLDERS AGREEMENTSecurityholders 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 AGREEMENTIntellectual 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 LLCPurchase 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”).
Exhibit 4.4 SENIOR NOTE REGISTRATION RIGHTS AGREEMENT This SENIOR NOTE REGISTRATION RIGHTS AGREEMENT dated October 29, 2004 (the "Agreement") is entered into by and among Boise Cascade, L.L.C., a Delaware limited liability company (the "Company"),...Senior Note Registration Rights Agreement • February 11th, 2005 • Boise Cascade Holdings, L.L.C. • New York
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
RECITALSIndemnification Agreement • May 11th, 2005 • Boise Cascade Co • Wholesale-lumber & other construction materials • Delaware
CONTRIBUTION AGREEMENTContribution 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”).
FORM OF ANNUAL INCENTIVE AWARD AGREEMENT] WOOD PRODUCTSAnnual Incentive Award Agreement • April 4th, 2005 • Boise Cascade Holdings, L.L.C. • Wholesale-lumber & other construction materials
LOAN AND SECURITY AGREEMENT Dated as of February 22, 2008 amongLoan 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 AgreementRetention 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 AGREEMENTPurchase 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 AGREEMENTEmployment 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”).
Exhibit 10.13 FORM OF SEVERANCE AGREEMENT [CONFIDENTIAL] [DATE] [ADDRESSEE] Dear: [SALUTATION] Boise Cascade Corporation (the "Company") considers it essential to the best interests of its stockholders to foster the continuous employment of key...Severance Agreement • February 11th, 2005 • Boise Cascade Holdings, L.L.C. • Delaware
