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 SAVINGS ASSOCIATION, as administrative agent
for itself and the Banks (the "Agent"), THE CHASE MANHATTAN BANK,
as Syndication Agent, NATIONAL WESTMINSTER BANK PLC as
Documentation Agent, and the several financial institutions party
to the Credit Agreement (collectively, the "Banks").
RECITALS
A. The Company, Banks, and Agent are parties to a 1997
Revolving Credit Agreement dated as of March 11, 1997 (the
"Credit Agreement") pursuant to which the Banks have extended
certain credit facilities to the Company.
B. The Company has requested that the Banks agree to certain
amendments of the Credit Agreement.
C. The Banks are willing to amend the Credit Agreement, subject
to the terms and conditions of this Amendment.
NOW, THEREFORE, for valuable consideration, the receipt and
adequacy of which are hereby acknowledged, the parties hereto
hereby agree as follows:
(1) Defined Terms. Unless otherwise defined herein,
capitalized terms used herein shall have the meanings, if any,
assigned to them in the Credit Agreement.
(2) Amendments to Credit Agreement. Section 5.07 of the
Credit Agreement shall be amended to read as follows:
"SECTION 5.07. Use of Proceeds. The Company shall
not, and shall not suffer or permit any Subsidiary to, use
any portion of the Loan proceeds, directly or indirectly,
(i) for the purpose, whether immediate, incidental or
ultimate, of purchasing or carrying Margin Stock or repaying
or otherwise refinancing indebtedness of the Company or
others incurred to purchase or carry Margin Stock, or (ii)
to extend credit for the purpose of purchasing or carrying
any Margin Stock, in either case in violation of Regulation
G, T, U, or X of the Federal Reserve Board."
(3) Representations and Warranties. The Company hereby
represents and warrants to the Agent and the Banks as follows:
(a) No Event of Default as defined in the Credit
Agreement has occurred and is continuing.
(b) The execution, delivery and performance by the
Company of this Amendment have been duly authorized by all
necessary corporate and other action and do not and will not
require any registration with, consent or approval of, notice to
or action by, any Person (including any Governmental Authority)
in order to be effective and enforceable. The Credit Agreement
as amended by this Amendment constitutes the legal, valid and
binding obligations of the Company, enforceable against it in
accordance with its respective terms, without defense,
counterclaim or offset.
(c) All representations and warranties of the Company
contained in the Credit Agreement are true and correct.
(d) The Company is entering into this Amendment on the
basis of its own investigation and for its own reasons, without
reliance upon the Agent and the Banks or any other Person.
(4) Effective Date. This Amendment will become effective
as of September 25, 1997 (the "Effective Date"), provided that
each of the following conditions precedent is satisfied:
(a) The Agent has received from the Company and each
of the Majority Banks a duly executed original (or, if elected by
the Agent, an executed facsimile copy) of this Amendment.
(b) The Agent has received from the Company a copy of
a resolution passed by the board of directors of such
corporation, certified by the Secretary or an Assistant Secretary
of such corporation as being in full force and effect on the date
hereof, authorizing the execution, delivery and performance of
this Amendment.
(5) Reservation of Rights. The Company acknowledges and
agrees that the execution and delivery by the Agent and the Banks
of this Amendment shall not be deemed to create a course of
dealing or otherwise obligate the Agent or the Banks to forbear
or execute similar amendments under the same or similar
circumstances in the future.
(6) Miscellaneous.
(a) Except as herein expressly amended, all terms,
covenants and provisions of the Credit Agreement are and shall
remain in full force and effect and all references therein to
such Credit Agreement shall henceforth refer to the Credit
Agreement as amended by this Amendment. This Amendment shall be
deemed incorporated into, and a part of, the Credit Agreement.
(b) This Amendment shall be binding upon and inure to
the benefit of the parties hereto and thereto and their
respective successors and assigns. No third party beneficiaries
are intended in connection with this Amendment.
(c) This Amendment shall be governed by and construed
in accordance with the law of the State of New York.
(d) This Amendment may be executed in any number of
counterparts, each of which shall be deemed an original, but all
such counterparts together shall constitute but one and the same
instrument. Each of the parties hereto understands and agrees
that this document (and any other document required herein) may
be delivered by any party thereto either in the form of an
executed original or an executed original sent by facsimile
transmission to be followed promptly by mailing of a hard copy
original, and that receipt by the Agent of a facsimile
transmitted document purportedly bearing the signature of a Bank
or the Company shall bind such Bank or the Company, respectively,
with the same force and effect as the delivery of a hard copy
original. Any failure by the Agent to receive the hard copy
executed original of such document shall not diminish the binding
effect of receipt of the facsimile transmitted executed original
of such document of the party whose hard copy page was not
received by the Agent.
(e) This Amendment, together with the Credit
Agreement, contains the entire and exclusive agreement of the
parties hereto with reference to the matters discussed herein and
therein. This Amendment supersedes all prior drafts and
communications with respect thereto. This Amendment may not be
amended except in accordance with the provisions of Section 9.07
of the Credit Agreement.
(f) If any term or provision of this Amendment shall
be deemed prohibited by or invalid under any applicable law, such
provision shall be invalidated without affecting the remaining
provisions of this Amendment or the Credit Agreement,
respectively.
(g) The Company covenants to pay to or reimburse the
Agent and the Banks, upon demand, for all costs and expenses
(including allocated costs of in-house counsel) incurred in
connection with the development, preparation, negotiation,
execution and delivery of this Amendment, including without
limitation appraisal, audit, search and filing fees incurred in
connection therewith.
IN WITNESS WHEREOF, the parties hereto have executed and
delivered this Amendment as of the date first above written
BOISE CASCADE CORPORATION
By:
Title:
BANK OF AMERICA NATIONAL
TRUST AND SAVINGS
ASSOCIATION, as Agent, as a
Bank, and as a Swingline Bank
By:
Title:
Managing Director
THE CHASE MANHATTAN BANK, as
Syndication Agent, as a Bank,
and as a Swingline Bank
By:
Title:
NATIONAL WESTMINSTER BANK
PLC, as Documentation Agent,
and as a Bank
By:
Title:
WACHOVIA BANK OF GEORGIA,
N.A.
By:
Title:
ABN AMRO BANK N.V., SEATTLE
BRANCH
By:
Title:
By:
Title:
BANK OF MONTREAL
By:
Title:
CIBC INC.
By:
Title:
XXXXX FARGO BANK N.A.
By:
Title:
CREDIT SUISSE FIRST BOSTON
By:
Title:
FIRST BANK NATIONAL
ASSOCIATION
By:
Title:
FIRST SECURITY BANK, N.A.
By:
Title:
AUSTRALIA AND NEW ZEALAND
BANKING GROUP LTD.
By:
Title:
CREDIT LYONNAIS NEW YORK
BRANCH
By:
Title:
THE INDUSTRIAL BANK OF JAPAN,
LIMITED, LOS ANGELES AGENCY
By:
Title:
THE BANK OF NEW YORK
By:
Title:
MELLON BANK, N.A.
By:
Title:
XXXXXX GUARANTY TRUST COMPANY
OF NEW YORK
By:
Title:
NATIONSBANK OF NORTH
CAROLINA, N.A.
By:
Title:
THE NORTHERN TRUST COMPANY
By:
Title:
ROYAL BANK OF CANADA
By:
Title:
SOCIETE GENERALE
By:
Title:
U.S. BANK OF IDAHO
By:
Title:
THE SANWA BANK LIMITED, LOS
ANGELES BRANCH
By:
Title:
By:
Title:
TORONTO DOMINION (TEXAS),
INC.
By:
Title:
UNION BANK OF SWITZERLAND,
NEW YORK BRANCH
By:
Title:
By:
Title:
