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.
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.
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”).
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
SUBORDINATED GUARANTYBoise Cascade Holdings, L.L.C. • February 28th, 2008 • Wholesale-lumber & other construction materials • Delaware
This SUBORDINATED GUARANTY (as amended, restated, supplemented or otherwise modified from time to time, this “Guaranty”), dated as of February 22, 2008, is made by the persons listed on the signature pages hereof under the caption “Subsidiary Guarantors” and the Additional Guarantors (as defined in Section 16(b)) (such persons so listed and the Additional Guarantors being, collectively, the “Guarantors” and, individually, each a “Guarantor”) in favor of the Holder (as defined below).
FIRST AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • February 28th, 2008 • Boise Cascade Holdings, L.L.C. • Wholesale-lumber & other construction materials
This FIRST AMENDMENT to the Employment Agreement between Boise Cascade, L.L.C. and W. Thomas Stephens dated October 29, 2004, is made this 22nd day of February, 2008.
AMENDMENT NO. 2 TO PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • February 28th, 2008 • Boise Cascade Holdings, L.L.C. • Wholesale-lumber & other construction materials • 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
