Bz Intermediate Holdings LLC Sample Contracts

CREDIT AGREEMENT
Credit Agreement • February 28th, 2012 • Bz Intermediate Holdings LLC • Papers & allied products • New York

CREDIT AGREEMENT dated as of November 4, 2011, among BZ INTERMEDIATE HOLDINGS LLC, a Delaware limited liability company, BOISE PAPER HOLDINGS, L.L.C., a Delaware limited liability company, the LENDERS party hereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent.

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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • March 2nd, 2011 • Bz Intermediate Holdings LLC • Papers & allied products • New York

This REGISTRATION RIGHTS AGREEMENT dated October 26, 2009 (the “Agreement”) is entered into by and among Boise Paper Holdings, L.L.C., a Delaware limited liability company, Boise Finance Company, a Delaware corporation (each, an “Issuer”, and collectively, the “Issuers”), the guarantors listed in Schedule 1 hereto (the “Guarantors”) and J.P. Morgan Securities Inc. (“J.P. Morgan”), as representative of the several initial purchasers (the “Initial Purchasers”) listed in Schedule 1 of the Purchase Agreement (as defined below).

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CREDIT AND GUARANTY AGREEMENT dated as of February 22, 2008 among ALDABRA SUB LLC (to be merged with and into BOISE PAPER HOLDINGS, L.L.C.), ALDABRA HOLDING SUB LLC, CERTAIN SUBSIDIARIES OF ALDABRA SUB LLC, as Guarantors, VARIOUS LENDERS, GOLDMAN...
Credit and Guaranty Agreement • March 2nd, 2011 • Bz Intermediate Holdings LLC • Papers & allied products • New York

This CREDIT AND GUARANTY AGREEMENT, dated as of February 22, 2008, is entered into by and among ALDABRA SUB LLC, a Delaware limited liability company (“Aldabra” and, prior to the BPH Merger (as defined below), the “Borrower”), to be merged with and into BOISE PAPER HOLDINGS, L.L.C., a Delaware limited liability company (“BPH” and, after the BPH Merger, the “Borrower”), ALDABRA HOLDING SUB LLC, a Delaware limited liability company (“Holdings”), CERTAIN SUBSIDIARIES OF ALDABRA, as Guarantors, the Lenders party hereto from time to time, GOLDMAN SACHS CREDIT PARTNERS L.P. (“GSCP”), as Administrative Agent (together with its permitted successors in such capacity, “Administrative Agent”), and Collateral Agent (together with its permitted successors in such capacity, “Collateral Agent”), TORONTO DOMINION (TEXAS) LLC (“TD”), as Syndication Agent (together with its permitted successors in such capacity, “Syndication Agent”), BANK OF AMERICA, N.A. (“Bank of America”) and COBANK, ACB, as Co-Docum

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BOISE INC. Restricted Stock Unit Award Agreement
Restricted Stock Unit Award Agreement • February 26th, 2013 • Bz Intermediate Holdings LLC • Papers & allied products

This Restricted Stock Unit Award (the “Award”) is made as of December 17, 2012 (the “Award Date”), by and between Boise Inc. (“Boise”) and the individual named above (“you”) pursuant to the Boise Inc. Incentive and Performance Plan (the “Plan”) and the following terms and conditions of this agreement (the “Agreement”):

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BOISE PAPER HOLDINGS, L.L.C. BOISE CO-ISSUER COMPANY AND EACH OF THE NOTE GUARANTORS PARTY HERETO 8% Senior Notes due 2020 INDENTURE Dated as of March 19, 2010 Wells Fargo Bank, National Association, as Trustee
Indenture • May 2nd, 2011 • Bz Intermediate Holdings LLC • Papers & allied products • New York

INDENTURE dated as of March 19, 2010, among Boise Paper Holdings, L.L.C., a Delaware limited liability company (“Boise Paper Holdings”), Boise Co-Issuer Company, a Delaware corporation (“Boise Co-Issuer” and, together with Boise Paper Holdings, the “Issuers”), BZ Intermediate Holdings LLC, a Delaware limited liability company which owns all of the outstanding capital stock of Boise Paper Holdings (“BZ Holdings”), each other Note Guarantor from time to time party hereto and Wells Fargo Bank, National Association, a national banking association, as trustee (the “Trustee”).

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FORM OF INDEMNIFICATION AGREEMENT
Indemnification Agreement • November 2nd, 2010 • Bz Intermediate Holdings LLC • Papers & allied products • Delaware

WHEREAS, it is essential to the Company to retain and attract as directors and officers the most capable persons available;

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BOISE PAPER HOLDINGS, L.L.C. BOISE FINANCE COMPANY AND EACH OF THE NOTE GUARANTORS PARTY HERETO 9% Senior Notes due 2017 INDENTURE Dated as of October 26, 2009 Wells Fargo Bank, National Association, as Trustee
Indenture • February 28th, 2012 • Bz Intermediate Holdings LLC • Papers & allied products • New York

INDENTURE dated as of October 26, 2009, among Boise Paper Holdings, L.L.C., a Delaware limited liability company (“Boise Paper Holdings”), Boise Finance Company, a Delaware corporation (“Boise Finance” and, together with Boise Paper Holdings, the “Issuers”), BZ Intermediate Holdings LLC, a Delaware limited liability company which owns all of the outstanding capital stock of Boise Paper Holdings (“BZ Holdings”), each other Note Guarantor from time to time party hereto and Wells Fargo Bank, National Association, a national banking association, as trustee (the “Trustee”).

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FIRST AMENDMENT TO SECOND LIEN CREDIT AND GUARANTY AGREEMENT
Second Lien Credit and Guaranty Agreement • March 2nd, 2011 • Bz Intermediate Holdings LLC • Papers & allied products • New York

THIS FIRST AMENDMENT TO SECOND LIEN CREDIT AND GUARANTY AGREEMENT (this “Amendment”) is dated as of October 13, 2009 and is entered into by and among BOISE PAPER HOLDINGS, L.L.C., a Delaware limited liability company (“Borrower”), LEHMAN COMMERCIAL PAPER INC. (“LCPI”), as Administrative Agent (“Administrative Agent”) and as Collateral Agent (“Collateral Agent”), BARCLAYS BANK PLC (“Barclays”), the GUARANTORS listed on the signature pages hereto, and J.P. MORGAN SECURITIES INC. (“Arranger”), and is made with reference to that certain SECOND LIEN CREDIT AND GUARANTY AGREEMENT dated as of February 22, 2008 (as amended through the date hereof, the “Credit Agreement”), by and among Borrower, Guarantors, the Lenders from time to time party thereto, Administrative Agent, Collateral Agent, GOLDMAN SACHS CREDIT PARTNERS L.P., as Syndication Agent, and LEHMAN BROTHERS INC., as Documentation Agent. Capitalized terms used herein without definition shall have the same meanings herein as set forth i

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PAPER PURCHASE AGREEMENT
Paper Purchase Agreement • August 4th, 2011 • Bz Intermediate Holdings LLC • Papers & allied products • Delaware
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SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • March 2nd, 2011 • Bz Intermediate Holdings LLC • Papers & allied products • Delaware

THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of August 4, 2009, is entered into by and among certain investment funds affiliated with Angelo, Gordon & Co., L.P. and listed on Schedule 1 hereto (the “Affiliated Funds”) and Boise Inc., a Delaware corporation (“Boise”).

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PAPER PURCHASE AGREEMENT
Paper Purchase Agreement • August 1st, 2013 • Bz Intermediate Holdings LLC • Papers & allied products • Delaware
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BOISE INC. Restricted Stock Award Agreement
Restricted Stock Award Agreement • February 26th, 2013 • Bz Intermediate Holdings LLC • Papers & allied products

This Restricted Stock Award Agreement (the “Agreement”), is made as of January 1, 2013 (the “Award Date”), by and between Boise Inc. (“Boise”) and the individual named above (“Director” or “you”) pursuant to the Boise Inc. Incentive and Performance Plan (the “Plan”) and pursuant to the following terms:

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SECOND AMENDMENT TO CREDIT AND GUARANTY AGREEMENT
Credit and Guaranty Agreement • October 25th, 2010 • Bz Intermediate Holdings LLC • Papers & allied products • New York

THIS SECOND AMENDMENT TO CREDIT AND GUARANTY AGREEMENT (this “Amendment”) is dated as of October 20, 2010 and is entered into by and among BOISE PAPER HOLDINGS, L.L.C., a Delaware limited liability company (“Borrower”), GOLDMAN SACHS CREDIT PARTNERS L.P. (“GSCP”), as Administrative Agent (“Administrative Agent”), and the GUARANTORS listed on the signature pages hereto, and is made with reference to that certain CREDIT AND GUARANTY AGREEMENT dated as of February 22, 2008, as amended by that certain First Amendment to Credit and Guaranty Agreement, dated as of October 13, 2009 (as amended through the date hereof, the “Credit Agreement”), by and among Borrower, Guarantors, the Lenders from time to time party thereto, GSCP, as Administrative Agent and as Collateral Agent, TORONTO DOMINION (TEXAS) LLC, as Syndication Agent, and BANK OF AMERICA, N.A. and COBANK, ACB, as Co-Documentation Agents. Capitalized terms used herein without definition shall have the same meanings herein as set forth

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FIRST AMENDMENT TO CREDIT AND GUARANTY AGREEMENT
Credit and Guaranty Agreement • March 2nd, 2011 • Bz Intermediate Holdings LLC • Papers & allied products • New York

THIS FIRST AMENDMENT TO CREDIT AND GUARANTY AGREEMENT (this “Amendment”) is dated as of October 13, 2009 and is entered into by and among BOISE PAPER HOLDINGS, L.L.C., a Delaware limited liability company (“Borrower”), GOLDMAN SACHS CREDIT PARTNERS L.P. (“GSCP”), as Administrative Agent (“Administrative Agent”) and as Collateral Agent (“Collateral Agent”), the GUARANTORS listed on the signature pages hereto, and J.P. MORGAN SECURITIES INC. (“Arranger”), and is made with reference to that certain CREDIT AND GUARANTY AGREEMENT dated as of February 22, 2008 (as amended through the date hereof, the “Credit Agreement”), by and among Borrower, Guarantors, the Lenders from time to time party thereto, GSCP, as Administrative Agent and as Collateral Agent, TORONTO DOMINION (TEXAS) LLC, as Syndication Agent, and BANK OF AMERICA, N.A. and COBANK, ACB, as Co-Documentation Agents. Capitalized terms used herein without definition shall have the same meanings herein as set forth in the Credit Agreeme

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FIRST AMENDMENT TO PAPER PURCHASE AGREEMENT
Paper Purchase Agreement • August 1st, 2013 • Bz Intermediate Holdings LLC • Papers & allied products • Delaware

THIS FIRST AMENDMENT TO PAPER PURCHASE AGREEMENT (this “Amendment”), dated as of June 20, 2013, is made by and between Boise White Paper, L.L.C., a Delaware limited liability company (“Boise”), and OfficeMax Incorporated, a Delaware corporation (“OfficeMax”). Capitalized terms used and not otherwise defined in this Amendment shall have the meanings given to them in the Agreement (as defined below).

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Nonqualified Stock Option Award Agreement
Nonqualified Stock Option Award Agreement • February 21st, 2012 • Bz Intermediate Holdings LLC • Papers & allied products

This Nonqualified Stock Option Award (the “Award”) is made as of March 15, 2012 (the “Award Date”), by and between Boise Inc. (“Boise”) and the individual named above (“you”) pursuant to the Boise Inc. Incentive and Performance Plan (the “Plan”) and the following terms and conditions of this agreement (the “Agreement”):

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BOISE INC. Restricted Stock Award Agreement Director
Restricted Stock Award Agreement • May 2nd, 2011 • Bz Intermediate Holdings LLC • Papers & allied products

This Restricted Stock Award Agreement (the “Agreement”), is made as of March 15, 2011 (the “Award Date”), by and between Boise Inc. (“Boise”) and the individual named above (“Director” or “you”) pursuant to the Boise Inc. Incentive and Performance Plan (the “Plan”) and pursuant to the following terms:

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RONOA Performance Unit Award Agreement
Performance Unit Award Agreement • February 25th, 2013 • Bz Intermediate Holdings LLC • Papers & allied products

This Performance Unit Award (the “Award”) is made as of March 15, 2013 (the “Award Date”), by and between Boise Inc. (“Boise”) and the individual named above (“you”) pursuant to the Boise Inc. Incentive and Performance Plan (the “Plan”) and the following terms and conditions of this agreement (the “Agreement”):

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GUARANTEE AND COLLATERAL AGREEMENT dated as of November 4, 2011, among BZ INTERMEDIATE HOLDINGS LLC, BOISE PAPER HOLDINGS, L.L.C.,
Guarantee and Collateral Agreement • February 28th, 2012 • Bz Intermediate Holdings LLC • Papers & allied products • New York

GUARANTEE AND COLLATERAL AGREEMENT dated as of November 4, 2011 (this “Agreement”), among BZ Intermediate Holdings LLC, Boise Paper Holdings, L.L.C., the Subsidiary Loan Parties from time to time party hereto and JPMorgan Chase Bank, N.A. (“JPMCB”), as Administrative Agent.

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BOISE INC. Restricted Stock Unit Award Agreement Robert A. Warren – 50,000 Restricted Stock Units
Restricted Stock Unit Award Agreement • November 2nd, 2010 • Bz Intermediate Holdings LLC • Papers & allied products

This Restricted Stock Unit Award Agreement (the “Agreement”), is made as of November 1, 2010 (the “Award Date”), by and between Boise Inc. (“Boise”) and the individual named above (“Awardee” or “you”) pursuant to the Boise Inc. Incentive and Performance Plan (the “Plan”) and pursuant to the following terms:

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BOISE INC. Restricted Stock Unit Award Agreement
Restricted Stock Unit Award Agreement • March 1st, 2011 • Bz Intermediate Holdings LLC • Papers & allied products

This Restricted Stock Unit Award Agreement (the “Agreement”) is made as of March 15, 2011 (the “Award Date”), by and between Boise Inc. (“Boise”) and the individual named above (“Awardee” or “you”) pursuant to the Boise Inc. Incentive and Performance Plan (the “Plan”) and pursuant to the following terms:

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BOISE INC. Restricted Stock Award Agreement
Restricted Stock Award Agreement • March 1st, 2011 • Bz Intermediate Holdings LLC • Papers & allied products

This Restricted Stock Award Agreement (the “Agreement”), is made as of March 15, 2011 (the “Award Date”), by and between Boise Inc. (“Boise”) and the individual named above (“Awardee” or “you”) pursuant to the Boise Inc. Incentive and Performance Plan (the “Plan”) and pursuant to the following terms:

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Performance Unit Award Agreement
Performance Unit Award Agreement • February 21st, 2012 • Bz Intermediate Holdings LLC • Papers & allied products

This Performance Unit Award (the “Award”) is made as of March 15, 2012 (the “Award Date”), by and between Boise Inc. (“Boise”) and the individual named above (“you”) pursuant to the Boise Inc. Incentive and Performance Plan (the “Plan”) and the following terms and conditions of this agreement (the “Agreement”):

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BOISE INC. Restricted Stock Award Agreement
Restricted Stock Award Agreement • March 18th, 2011 • Bz Intermediate Holdings LLC • Papers & allied products

This Restricted Stock Award (the “Award”) is made as of March 15, 2011 (the “Award Date”), by and between Boise Inc. (“Boise”) and the individual named above (“you”) pursuant to the Boise Inc. Incentive and Performance Plan (the “Plan”) and the following terms and conditions of this agreement (the “Agreement”):

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BOISE INC. Performance Unit Award Agreement
Performance Unit Award Agreement • March 18th, 2011 • Bz Intermediate Holdings LLC • Papers & allied products

This Performance Unit Award (the “Award”) is made as of March 15, 2011 (the “Award Date”), by and between Boise Inc. (“Boise”) and (“Awardee” or “you”) pursuant to the Boise Inc. Incentive and Performance Plan (the “Plan”) and the following terms and conditions of this agreement (the “Agreement”):

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SECOND LIEN CREDIT AND GUARANTY AGREEMENT dated as of February 22, 2008 among ALDABRA SUB LLC (to be merged with and into BOISE PAPER HOLDINGS, L.L.C.), ALDABRA HOLDING SUB LLC, CERTAIN SUBSIDIARIES OF ALDABRA SUB LLC, as Guarantors, VARIOUS LENDERS,...
Second Lien Credit and Guaranty Agreement • March 2nd, 2011 • Bz Intermediate Holdings LLC • Papers & allied products • New York

This SECOND LIEN CREDIT AND GUARANTY AGREEMENT, dated as of February 22, 2008, is entered into by and among ALDABRA SUB LLC, a Delaware limited liability company (“Aldabra” and, prior to the BPH Merger (as defined below), the “Borrower”), to be merged with and into BOISE PAPER HOLDINGS, L.L.C., a Delaware limited liability company (“BPH” and, after the BPH Merger, the “Borrower”), ALDABRA HOLDING SUB LLC, a Delaware limited liability company (“Holdings”), CERTAIN SUBSIDIARIES OF ALDABRA, as Guarantors, the Lenders party hereto from time to time, LEHMAN COMMERCIAL PAPER INC. (“LCPI”), as Administrative Agent (together with its permitted successors in such capacity, “Administrative Agent”) and Collateral Agent (together with its permitted successors in such capacity, “Collateral Agent”), GOLDMAN SACHS CREDIT PARTNERS L.P. (“GSCP”), as Syndication Agent (together with its permitted successors in such capacity, “Syndication Agent”), and LEHMAN BROTHERS INC. (“Lehman Brothers”), as Document

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BOISE INC. Nonqualified Stock Option Award Agreement
Nonqualified Stock Option Award Agreement • March 18th, 2011 • Bz Intermediate Holdings LLC • Papers & allied products

This Nonqualified Stock Option Award (the “Award”) is made as of March 15, 2011 (the “Award Date”), by and between Boise Inc. (“Boise”) and the individual named above (“you”) pursuant to the Boise Inc. Incentive and Performance Plan (the “Plan”) and the following terms and conditions of this agreement (the “Agreement”):

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BOISE INC. Restricted Stock Unit Award Agreement Samuel K. Cotterell – 18,000 Restricted Stock Units
Restricted Stock Unit Award Agreement • March 2nd, 2011 • Bz Intermediate Holdings LLC • Papers & allied products

This Restricted Stock Unit Award Agreement (the “Agreement”), is made as of January 1, 2011 (the “Award Date”), by and between Boise Inc. (“Boise”) and the individual named above (“Awardee” or “you”) pursuant to the Boise Inc. Incentive and Performance Plan (the “Plan”) and pursuant to the following terms:

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Total Stockholder Return Performance Unit Award Agreement
Performance Unit Award Agreement • February 25th, 2013 • Bz Intermediate Holdings LLC • Papers & allied products

This Performance Unit Award (the “Award”) is made as of March 15, 2013 (the “Award Date”), by and between Boise Inc. (“Boise”) and the individual named above (“you”) pursuant to the Boise Inc. Incentive and Performance Plan (the “Plan”) and the following terms and conditions of this agreement (the “Agreement”):

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PURCHASE AGREEMENT between BOISE PAPER HOLDINGS, L.L.C. and
Purchase Agreement • February 28th, 2012 • Bz Intermediate Holdings LLC • Papers & allied products

PURCHASE AGREEMENT, dated as of October 2, 2011, between Boise Paper Holdings, L.L.C., a Delaware limited liability company (“Buyer”), and Pregis Corporation, a Delaware corporation, (“Pregis”).

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BOISE INC. Restricted Stock Unit Award Agreement
Restricted Stock Unit Award Agreement • March 18th, 2011 • Bz Intermediate Holdings LLC • Papers & allied products

This Restricted Stock Unit Award (the “Award”) is made as of March 15, 2011 (the “Award Date”), by and between Boise Inc. (“Boise”) and the individual named above (“you”) pursuant to the Boise Inc. Incentive and Performance Plan (the “Plan”) and the following terms and conditions of this agreement (the “Agreement”):

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OUTSOURCING SERVICES AGREEMENT by and between BOISE CASCADE, L.L.C., and BOISE PAPER HOLDINGS, L.L.C. February 22, 2008
Outsourcing Services Agreement • March 2nd, 2011 • Bz Intermediate Holdings LLC • Papers & allied products • 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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Restricted Stock Award Agreement
Restricted Stock Award Agreement • February 21st, 2012 • Bz Intermediate Holdings LLC • Papers & allied products

This Restricted Stock Award (the “Award”) is made as of March 15, 2012 (the “Award Date”), by and between Boise Inc. (“Boise”) and the individual named above (“you”) pursuant to the Boise Inc. Incentive and Performance Plan (the “Plan”) and the following terms and conditions of this agreement (the “Agreement”):

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