BOISE CASCADE HOLDINGS, L.L.C. A Delaware Limited Liability Company OPERATING AGREEMENT Dated as of October 29, 2004 And effective as of September 22, 2004Operating Agreement • November 9th, 2004 • Officemax Inc • Wholesale-paper & paper products • Delaware
THIS OPERATING AGREEMENT of Boise Cascade Holdings, L.L.C. (this “Agreement”), dated as of October 29, 2004 and effective as of September 22, 2004, is adopted, executed and agreed to, for good and valuable consideration, by the Members.
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”).
EMPLOYMENT AGREEMENTEmployment Agreement • 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”).
EMPLOYMENT AGREEMENTEmployment Agreement • November 9th, 2004 • Officemax Inc • Wholesale-paper & paper products • Idaho
This EMPLOYMENT AGREEMENT (“Agreement”) is made and entered into by and between George J. Harad (“Executive”) and Boise Cascade Corporation (the “Company” and, together with Executive, the “Parties”), effective as of the last date signed by the Parties (the “Effective Date”).
ADDITIONAL CONSIDERATION AGREEMENTAdditional Consideration Agreement • November 9th, 2004 • Officemax Inc • Wholesale-paper & paper products • Idaho
THIS ADDITIONAL CONSIDERATION AGREEMENT (this “Agreement”) dated October 29, 2004, is between Boise Cascade Corporation, a Delaware corporation (“Parent”) and Boise Cascade, L.L.C., a Delaware limited liability company (“BC LLC”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 9th, 2004 • Officemax Inc • Wholesale-paper & paper products • Illinois
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, 2004, “BCC”), Forest Products Holdings, L.L.C., a Delaware limited liability company (“FPH”), and Boise Cascade Holdings, L.L.C., a Delaware limited liability company (“Boise Holdings”).
GUARANTYGuaranty • November 9th, 2004 • Officemax Inc • Wholesale-paper & paper products
Subject to the terms and conditions of this Guaranty, WACHOVIA CORPORATION, a North Carolina corporation (“Guarantor”) guarantees the payment of any and all of the Guaranteed Obligations (defined below), whether absolute or contingent, payable by BOISE LAND & TIMBER, L.L.C., a Delaware limited liability company (“Obligor”) to BOISE CASCADE CORPORATION (“Guaranteed Party #1”) and BOISE SOUTHERN COMPANY (“Guaranteed Party #2”, and collectively with Guaranteed Party #1, each a “Guaranteed Party” and collectively the “Guaranteed Parties”, and together with any subsequent Holder of an Installment Note (defined below), collectively, the “Beneficiary”). For purposes of this Guaranty, the “Guaranteed Obligations” are defined as the payments of principal and interest due (as and when such payments shall become due and payable) under the terms of each of the notes described below:
ASSIGNMENT ASSUMPTION AND CONSENT AGREEMENTAssignment, Assumption and Consent Agreement • November 9th, 2004 • Officemax Inc • Wholesale-paper & paper products • Delaware
THIS ASSIGNMENT ASSUMPTION AND CONSENT AGREEMENT (this “Assignment and Consent”) is 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) (the “Assignor”), Boise White Paper, L.L.C., a Delaware limited liability company (the “Assignee”), and OfficeMax Contract, Inc., a Delaware corporation (formerly Boise Cascade Office Products Corporation) d/b/a Boise Office Solutions, and OfficeMax North America, Inc., an Ohio corporation (formerly OfficeMax, Inc.) (the “Consenting Parties”).
STOCKHOLDERS AGREEMENTStockholders Agreement • November 9th, 2004 • Officemax Inc • Wholesale-paper & paper products • Delaware
THIS STOCKHOLDERS AGREEMENT (this “Agreement”) is made and entered into as of the 29th day of October, 2004, by and among KOOSKIA INVESTMENT CORPORATION, a Delaware corporation (“Boise Sub”), FOREST PRODUCTS HOLDINGS L.L.C., a Delaware limited liability company (“FPH”), and BOISE LAND & TIMBER HOLDINGS CORP., a Delaware corporation (“Timber Holding Co.”).
GUARANTYGuaranty • November 9th, 2004 • Officemax Inc • Wholesale-paper & paper products
Subject to the terms and conditions of this Guaranty, LEHMAN BROTHERS HOLDINGS INC., a Delaware corporation (“Guarantor”) guarantees the payment of any and all of the Guaranteed Obligations (defined below), whether absolute or contingent, payable by BOISE LAND & TIMBER II, L.L.C., a Delaware limited liability company (“Obligor”) to BOISE CASCADE CORPORATION, together with any subsequent Holder of the Installment Note (defined below) the “Beneficiary”). For purposes of this Guaranty, the “Guaranteed Obligations” are defined as the payments of principal and interest due (as and when such payments shall become due and payable) under the terms of the Installment Note dated as of the date of this Guaranty executed by Obligor in favor of Beneficiary in the original principal amount of $817,500,00. Capitalized terms not otherwise defined in this Guaranty shall have the meanings assigned under the Installment Note.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 9th, 2004 • Officemax Inc • Wholesale-paper & paper products • Illinois
This Registration Rights Agreement (“Agreement”) is made this 29th day of October, 2004 by and among Kooskia Investment Corporation, a Delaware corporation (“Boise Sub”), Forest Products Holdings, L.L.C., a Delaware limited liability company (“FPH”), and Boise Land & Timber Holdings Corp., a Delaware corporation (“Timber Holding Co.”).
