CREDIT AND GUARANTY AGREEMENTCredit and Guaranty Agreement • February 28th, 2008 • Boise Inc. • Blank checks • 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
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,...Credit and Guaranty Agreement • February 28th, 2008 • Boise Inc. • Blank checks • 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
INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • February 28th, 2008 • Boise Inc. • Blank checks • 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.
INTELLECTUAL PROPERTY LICENSE AGREEMENTIntellectual Property License Agreement • February 28th, 2008 • Boise Inc. • Blank checks • 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.
OUTSOURCING SERVICES AGREEMENT by and between BOISE CASCADE, L.L.C.,Outsourcing Services Agreement • February 28th, 2008 • Boise Inc. • Blank checks • 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”).
PLEDGE AND SECURITY AGREEMENT (FIRST LIEN) dated as of February 22, 2008 between EACH OF THE GRANTORS PARTY HERETO and GOLDMAN SACHS CREDIT PARTNERS L.P., as Collateral AgentPatent Security Agreement • February 28th, 2008 • Boise Inc. • Blank checks • New York
This PLEDGE AND SECURITY AGREEMENT (First Lien), dated as of February 22, 2008 (this “Agreement”), between Aldabra Holding Sub LLC, a Delaware limited liability company (“Holdings”), Aldabra Sub LLC, a Delaware limited liability company (“Aldabra” and, prior to the BPH Merger (as defined below), the “Borrower”, to be merged (the “BPH Merger”) with and into Boise Paper Holdings, L.L.C., a Delaware limited liability company (“BPH” and, after the BPH Merger, the “Borrower”)) and each of the undersigned, whether as an original signatory hereto or as an Additional Grantor (as herein defined) (other than the Collateral Agent, collectively, the “Grantors” and each, a “Grantor”), and Goldman Sachs Credit Partners L.P., as collateral agent for the Secured Parties (as herein defined) (in such capacity as collateral agent, together with its successors and permitted assigns, the “Collateral Agent”).
TRADEMARK SECURITY AGREEMENT (FIRST LIEN)Trademark Security Agreement • February 28th, 2008 • Boise Inc. • Blank checks
TRADEMARK SECURITY AGREEMENT (FIRST LIEN), dated as of February 22, 2008 (as amended, restated or otherwise modified from time to time, the “Trademark Security Agreement”), by and among ALDABRA SUB LLC, a Delaware limited liability company (to be merged with and into BOISE PAPER HOLDINGS, L.L.C., a Delaware limited liability company, the “Borrower”), ALDABRA HOLDING SUB LLC, a Delaware limited liability company (“Holdings”), CERTAIN SUBSIDIARIES OF THE BORROWER, as Guarantors (together with the Borrower and Holdings, collectively, the “Grantors”), and GOLDMAN SACHS CREDIT PARTNERS L.P., in its capacity as collateral agent for the Secured Parties (together with any successors and assigns thereto in such capacity, the “Collateral Agent”).
REVOLVING LOAN NOTERevolving Loan Note • February 28th, 2008 • Boise Inc. • Blank checks • Delaware
Borrower also promises to pay interest on the unpaid principal amount hereof, from the date hereof until paid in full (except for contingent obligations for which no claim has been made), at the rates and at the times which shall be determined in accordance with the provisions of that certain Credit and Guaranty Agreement, dated as of February 22, 2008 (as it may be amended, supplemented or otherwise modified, the “Credit Agreement”; the terms defined therein and not otherwise defined herein being used herein as therein defined), by and among BORROWER, ALDABRA HOLDING SUB LLC, a Delaware limited liability company, certain Subsidiaries of Borrower, as Guarantors, the Lenders party thereto from time to time, GOLDMAN SACHS CREDIT PARTNERS L.P., as Administrative Agent and certain other agents party thereto.
REVOLVING LOAN NOTEBoise Inc. • February 28th, 2008 • Blank checks • Delaware
Borrower also promises to pay interest on the unpaid principal amount hereof, from the date hereof until paid in full (except for contingent obligations for which no claim has been made), at the rates and at the times which shall be determined in accordance with the provisions of that certain Credit and Guaranty Agreement, dated as of February 22, 2008 (as it may be amended, supplemented or otherwise modified, the “Credit Agreement”; the terms defined therein and not otherwise defined herein being used herein as therein defined), by and among BORROWER, ALDABRA HOLDING SUB LLC, a Delaware limited liability company, certain Subsidiaries of Borrower, as Guarantors, the Lenders party thereto from time to time, GOLDMAN SACHS CREDIT PARTNERS L.P., as Administrative Agent and certain other agents party thereto.
AMENDMENT NO. 2 TO PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • February 28th, 2008 • Boise Inc. • Blank checks • Delaware
This AMENDMENT NO. 2 TO PURCHASE AND SALE AGREEMENT (this “Amendment”), dated February 22, 2008, 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 and a wholly owned subsidiary of Buyer (“Buyer Sub”), and amends that certain Purchase and Sale Agreement, dated September 7, 2007 (and as amended on or about October 18, 2007 by that certain Amendment No. 1 to Purchase and Sale Agreement, and as may be further amended, modified and/or supplemented from time to time, the “Purchase Agreeme
PAPER PURCHASE AGREEMENTPaper Purchase Agreement • February 28th, 2008 • Boise Inc. • Blank checks • Delaware
PATENT SECURITY AGREEMENT (SECOND LIEN)Patent Security Agreement • February 28th, 2008 • Boise Inc. • Blank checks
PATENT SECURITY AGREEMENT (SECOND LIEN), dated as of February 22, 2008 (as amended, restated or otherwise modified from time to time, the “Patent Security Agreement”), by and among ALDABRA SUB LLC, a Delaware limited liability company (to be merged with and into BOISE PAPER HOLDINGS, L.L.C., a Delaware limited liability company, the “Borrower”), ALDABRA HOLDING SUB LLC, a Delaware limited liability company (“Holdings”), CERTAIN SUBSIDIARIES OF THE BORROWER, as Guarantors (together with the Borrower and Holdings, collectively, the “Grantors”), and LEHMAN COMMERCIAL PAPER INC., in its capacity as collateral agent for the Secured Parties (together with any successors and assigns thereto in such capacity, the “Collateral Agent”).
PATENT SECURITY AGREEMENT (FIRST LIEN)Patent Security Agreement • February 28th, 2008 • Boise Inc. • Blank checks
PATENT SECURITY AGREEMENT (FIRST LIEN), dated as of February 22, 2008 (as amended, restated or otherwise modified from time to time, the “Patent Security Agreement”), by and among ALDABRA SUB LLC, a Delaware limited liability company (to be merged with and into BOISE PAPER HOLDINGS, L.L.C., a Delaware limited liability company, the “Borrower”), ALDABRA HOLDING SUB LLC, a Delaware limited liability company (“Holdings”), CERTAIN SUBSIDIARIES OF THE BORROWER, as Guarantors (together with the Borrower and Holdings, collectively, the “Grantors”), and GOLDMAN SACHS CREDIT PARTNERS L.P., in its capacity as collateral agent for the Secured Parties (together with any successors and assigns thereto in such capacity, the “Collateral Agent”).
