Equibles

10-Q

BOISE CASCADE Co (BCC)

10-Q 2020-10-30 For: 2020-09-30
View Original
Added on April 04, 2026

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2020
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from                        to

Commission File Number:  001-35805

Boise Cascade Company

(Exact name of registrant as specified in its charter)

Delaware 20-1496201
(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.)

1111 West Jefferson Street Suite 300

Boise, Idaho 83702-5389

(Address of principal executive offices) (Zip Code)

(208) 384-6161

(Registrant's telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.     Yes x     No o

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).      Yes x     No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer x    Accelerated filer o    Non-accelerated filer o    Smaller reporting company ☐

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange

Act. o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ☐  No x

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading Symbol(s) Name of each exchange on which registered
Common Stock, $0.01 par value per share BCC New York Stock Exchange

There were 39,201,226 shares of the registrant's common stock, $0.01 par value per share, outstanding on October 23, 2020.

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PART I—FINANCIAL INFORMATION
Item 1. Financial Statements 1
Condensed Notes to Unaudited Quarterly Consolidated Financial Statements 8
1. Nature of Operations and Consolidation 8
2. Summary of Significant Accounting Policies 8
3. Income Taxes 12
4. Net Income Per Common Share 13
5. Curtailment of Manufacturing Facility 13
6. Debt 14
7. Leases 16
8. Retirement and Benefit Plans 18
9. Stock-Based Compensation 19
10. Stockholders' Equity 20
11. Transactions With Related Party 21
12. Segment Information 22
13. Commitments, Legal Proceedings and Contingencies, and Guarantees 23
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 24
Understanding Our Financial Information 24
Executive Overview 24
Factors That Affect Our Operating Results and Trends 25
Our Operating Results 27
Industry Mergers and Acquisitions 31
Liquidity and Capital Resources 31
Contractual Obligations 34
Off-Balance-Sheet Activities 34
Guarantees 34
Seasonal Influences 35
Employees 35
Disclosures of Financial Market Risks 35
Financial Instruments 36
Environmental 36
Critical Accounting Estimates 36
New and Recently Adopted Accounting Standards 37
Item 3. Quantitative and Qualitative Disclosures About Market Risk 37
Item 4. Controls and Procedures 37
PART II—OTHER INFORMATION
Item 1. Legal Proceedings 38
Item 1A. Risk Factors 38
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 40
Item 3. Defaults Upon Senior Securities 40
Item 4. Mine Safety Disclosures 40
Item 5. Other Information 40
Item 6. Exhibits 41
Signatures 42

ii

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PART I—FINANCIAL INFORMATION

ITEM 1.    FINANCIAL STATEMENTS

Boise Cascade Company

Consolidated Statements of Operations

(unaudited)

Three Months Ended<br>September 30 Nine Months Ended<br>September 30
2020 2019 2020 2019
(thousands, except per-share data)
Sales $ 1,589,313 $ 1,269,524 $ 4,002,607 $ 3,541,691
Costs and expenses
Materials, labor, and other operating expenses (excluding depreciation) 1,261,697 1,078,924 3,302,869 3,026,401
Depreciation and amortization 20,029 20,969 75,260 59,640
Selling and distribution expenses 122,884 106,567 325,913 292,459
General and administrative expenses 26,060 18,603 60,899 52,064
Loss on curtailment of facility — — 1,707 —
Other (income) expense, net 71 (437) 70 (557)
1,430,741 1,224,626 3,766,718 3,430,007
Income from operations 158,572 44,898 235,889 111,684
Foreign currency exchange gain (loss) 265 (200) (199) 210
Pension expense (excluding service costs) (302) (1,613) (991) (2,202)
Interest expense (7,002) (6,532) (20,056) (19,455)
Interest income 113 837 958 1,745
Change in fair value of interest rate swaps 147 (569) (2,681) (3,103)
Loss on extinguishment of debt (13,968) — (13,968) —
(20,747) (8,077) (36,937) (22,805)
Income before income taxes 137,825 36,821 198,952 88,879
Income tax provision (34,633) (9,650) (49,974) (22,601)
Net income $ 103,192 $ 27,171 $ 148,978 $ 66,278
Weighted average common shares outstanding:
Basic 39,315 39,087 39,264 39,020
Diluted 39,526 39,292 39,396 39,202
Net income per common share:
Basic $ 2.62 $ 0.70 $ 3.79 $ 1.70
Diluted $ 2.61 $ 0.69 $ 3.78 $ 1.69
Dividends declared per common share $ 1.70 $ 0.09 $ 1.90 $ 0.27

See accompanying condensed notes to unaudited quarterly consolidated financial statements.

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Boise Cascade Company

Consolidated Statements of Comprehensive Income

(unaudited)

Three Months Ended<br>September 30 Nine Months Ended<br>September 30
2020 2019 2020 2019
(thousands)
Net income $ 103,192 $ 27,171 $ 148,978 $ 66,278
Other comprehensive income, net of tax
Defined benefit pension plans
Amortization of actuarial (gain) loss, net of tax of $51, $(12), $153, and $(34), respectively 151 (32) 452 (97)
Effect of settlements, net of tax of $—, $341, $22 and $341, respectively — 1,001 64 1,001
Other comprehensive income, net of tax 151 969 516 904
Comprehensive income $ 103,343 $ 28,140 $ 149,494 $ 67,182

See accompanying condensed notes to unaudited quarterly consolidated financial statements.

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Boise Cascade Company

Consolidated Balance Sheets

(unaudited)

September 30,<br>2020 December 31,<br>2019
(thousands)
ASSETS
Current
Cash and cash equivalents $ 503,935 $ 285,237
Receivables
Trade, less allowances of $1,629 and $591 425,585 215,894
Related parties 375 568
Other 11,929 15,184
Inventories 454,327 497,596
Prepaid expenses and other 17,368 8,285
Total current assets 1,413,519 1,022,764
Property and equipment, net 447,330 476,949
Operating lease right-of-use assets 63,231 64,228
Finance lease right-of-use assets 30,033 21,798
Timber deposits 13,945 12,287
Goodwill 60,382 60,382
Intangible assets, net 16,880 17,797
Deferred income taxes 7,619 7,952
Other assets 6,897 9,194
Total assets $ 2,059,836 $ 1,693,351

See accompanying condensed notes to unaudited quarterly consolidated financial statements.

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Boise Cascade Company

Consolidated Balance Sheets (continued)

(unaudited)

September 30,<br>2020 December 31,<br>2019
(thousands, except per-share data)
LIABILITIES AND STOCKHOLDERS' EQUITY
Current
Accounts payable
Trade $ 381,038 $ 222,930
Related parties 1,654 1,624
Accrued liabilities
Compensation and benefits 118,437 83,943
Income taxes payable 16,606 —
Interest payable 3,596 6,723
Dividends payable 62,722 —
Other 92,335 69,772
Total current liabilities 676,388 384,992
Debt
Long-term debt 443,583 440,544
Other
Compensation and benefits 32,005 45,586
Operating lease liabilities, net of current portion 57,494 58,029
Finance lease liabilities, net of current portion 31,923 23,419
Deferred income taxes 24,275 26,694
Other long-term liabilities 16,032 12,757
161,729 166,485
Commitments and contingent liabilities
Stockholders' equity
Preferred stock, $0.01 par value per share; 50,000 shares authorized, no shares issued and outstanding — —
Common stock, $0.01 par value per share; 300,000 shares authorized, 44,568 and 44,353 shares issued, respectively 446 444
Treasury stock, 5,367 shares at cost (138,909) (138,909)
Additional paid-in capital 536,025 533,345
Accumulated other comprehensive loss (49,732) (50,248)
Retained earnings 430,306 356,698
Total stockholders' equity 778,136 701,330
Total liabilities and stockholders' equity $ 2,059,836 $ 1,693,351

See accompanying condensed notes to unaudited quarterly consolidated financial statements.

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Boise Cascade Company

Consolidated Statements of Cash Flows

(unaudited)

Nine Months Ended<br>September 30
2020 2019
(thousands)
Cash provided by (used for) operations
Net income $ 148,978 $ 66,278
Items in net income not using (providing) cash
Depreciation and amortization, including deferred financing costs and other 76,784 61,340
Stock-based compensation 5,839 6,016
Pension expense 1,492 2,687
Deferred income taxes (2,460) 10,008
Change in fair value of interest rate swaps 2,681 3,103
Loss on curtailment of facility (excluding severance) 1,476 —
Other 205 (235)
Loss on extinguishment of debt 13,968 —
Decrease (increase) in working capital, net of acquisitions
Receivables (205,995) (77,811)
Inventories 42,904 45,184
Prepaid expenses and other (9,641) (3,516)
Accounts payable and accrued liabilities 213,935 66,130
Pension contributions (12,659) (1,324)
Income taxes payable 17,121 19,109
Other (857) (2,219)
Net cash provided by operations 293,771 194,750
Cash provided by (used for) investment
Expenditures for property and equipment (46,994) (53,249)
Acquisitions of businesses and facilities — (15,676)
Proceeds from sale of facilities — 2,493
Proceeds from sales of assets and other 563 1,644
Net cash used for investment (46,431) (64,788)
Cash provided by (used for) financing
Borrowings of long-term debt, including revolving credit facility 400,000 5,500
Payments of long-term debt, including revolving credit facility (405,774) (5,500)
Payments of deferred financing costs (6,222) —
Dividends paid on common stock (12,553) (11,070)
Tax withholding payments on stock-based awards (3,309) (3,575)
Other (784) (545)
Net cash used for financing (28,642) (15,190)
Net increase in cash and cash equivalents 218,698 114,772
Balance at beginning of the period 285,237 191,671
Balance at end of the period $ 503,935 $ 306,443

See accompanying condensed notes to unaudited quarterly consolidated financial statements.

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Boise Cascade Company

Consolidated Statements of Stockholders' Equity

(unaudited)

Treasury Stock Additional Paid-In Capital Accumulated Other Comprehensive Loss Retained Earnings Total
Amount Shares Amount
Balance at December 31, 2019 $ 444 5,367 $ (138,909) $ 533,345 $ (50,248) $ 356,698 $ 701,330
Net income 12,200 12,200
Other comprehensive income 215 215
Common stock issued 2 2
Stock-based compensation 1,674 1,674
Common stock dividends (0.10 per share) (3,866) (3,866)
Tax withholding payments on stock-based awards (3,309) (3,309)
Proceeds from exercise of stock options 27 27
Other (2) (2)
Balance at March 31, 2020 $ 446 5,367 $ (138,909) $ 531,735 $ (50,033) $ 365,032 $ 708,271
Net income 33,586 33,586
Other comprehensive income 150 150
Stock-based compensation 1,671 1,671
Common stock dividends (0.10 per share) (3,970) (3,970)
Balance at June 30, 2020 $ 446 5,367 $ (138,909) $ 533,406 $ (49,883) $ 394,648 $ 739,708
Net income 103,192 103,192
Other comprehensive income 151 151
Common stock issued — —
Stock-based compensation 2,494 2,494
Common stock dividends (1.70 per share) (67,534) (67,534)
Proceeds from exercise of stock options 125 125
Balance at September 30, 2020 $ 446 5,367 $ (138,909) $ 536,025 $ (49,732) $ 430,306 $ 778,136

All values are in US Dollars.

See accompanying condensed notes to unaudited quarterly consolidated financial statements.

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Boise Cascade Company

Consolidated Statements of Stockholders' Equity (continued)

(unaudited)

Treasury Stock Additional Paid-In Capital Accumulated Other Comprehensive Loss Retained Earnings Total
Amount Shares Amount
Balance at December 31, 2018 $ 441 5,367 $ (138,909) $ 528,654 $ (47,652) $ 330,056 $ 672,590
Net income 11,389 11,389
Other comprehensive loss (32) (32)
Common stock issued 2 2
Stock-based compensation 2,200 2,200
Common stock dividends (0.09 per share) (3,561) (3,561)
Tax withholding payments on stock-based awards (3,569) (3,569)
Other (2) (2)
Balance at March 31, 2019 $ 443 5,367 $ (138,909) $ 527,283 $ (47,684) $ 337,884 $ 679,017
Net income 27,718 27,718
Other comprehensive loss (33) (33)
Common stock issued — —
Stock-based compensation 1,869 1,869
Common stock dividends (0.09 per share) (3,545) (3,545)
Tax withholding payments on stock-based awards (5) (5)
Balance at June 30, 2019 $ 443 5,367 $ (138,909) $ 529,147 $ (47,717) $ 362,057 $ 705,021
Net income 27,171 27,171
Other comprehensive income 969 969
Common stock issued — —
Stock-based compensation 1,947 1,947
Common stock dividends (0.09 per share) (3,567) (3,567)
Tax withholding payments on stock-based awards (1) (1)
Proceeds from exercise of stock options 27 27
Other (1) (1)
Balance at September 30, 2019 $ 443 5,367 $ (138,909) $ 531,119 $ (46,748) $ 385,661 $ 731,566

All values are in US Dollars.

See accompanying condensed notes to unaudited quarterly consolidated financial statements.

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Condensed Notes to Unaudited Quarterly Consolidated Financial Statements

1.    Nature of Operations and Consolidation

Nature of Operations

Boise Cascade Company is a building products company headquartered in Boise, Idaho. As used in this Form 10-Q, the terms "Boise Cascade," "we," and "our" refer to Boise Cascade Company and its consolidated subsidiaries. We are one of the largest producers of engineered wood products (EWP) and plywood in North America and a leading United States (U.S.) wholesale distributor of building products.

We operate our business using two reportable segments: (1) Wood Products, which primarily manufactures EWP and plywood, and (2) Building Materials Distribution (BMD), which is a wholesale distributor of building materials. For more information, see Note 12, Segment Information.

Consolidation

The accompanying quarterly consolidated financial statements have not been audited by an independent registered public accounting firm but, in the opinion of management, include all adjustments necessary to present fairly the financial position, results of operations, cash flows, and stockholders' equity for the interim periods presented. Except as disclosed within these condensed notes to unaudited quarterly consolidated financial statements, the adjustments made were of a normal, recurring nature. Certain information and footnote disclosures normally included in our annual consolidated financial statements have been condensed or omitted. The quarterly consolidated financial statements include the accounts of Boise Cascade and its subsidiaries after elimination of intercompany balances and transactions. Quarterly results are not necessarily indicative of results that may be expected for the full year. These condensed notes to unaudited quarterly consolidated financial statements should be read in conjunction with our 2019 Form 10-K and the other reports we file with the Securities and Exchange Commission (SEC).

2.    Summary of Significant Accounting Policies

Accounting Policies

The complete summary of significant accounting policies is included in Note 2, Summary of Significant Accounting Policies, of the Notes to Consolidated Financial Statements in "Item 8. Financial Statements and Supplementary Data" in our 2019 Form 10-K.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (GAAP) requires management to make estimates and assumptions about future events. These estimates and the underlying assumptions affect the amounts of assets and liabilities reported, disclosures about contingent assets and liabilities, and reported amounts of revenues and expenses. Such estimates include the valuation of accounts receivable, inventories, goodwill, intangible assets, and other long-lived assets; legal contingencies; guarantee obligations; indemnifications; assumptions used in retirement, medical, and workers' compensation benefits; assumptions used in the determination of right-of-use assets and related lease liabilities; stock-based compensation; fair value measurements; income taxes; and vendor and customer rebates, among others. These estimates and assumptions are based on management's best estimates and judgment. Management evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors, including the current economic environment, which management believes to be reasonable under the circumstances. We adjust such estimates and assumptions when facts and circumstances dictate. As future events and their effects cannot be determined with precision, actual results could differ significantly from these estimates. Changes in these estimates resulting from continuing changes in the economic environment will be reflected in the consolidated financial statements in future periods.

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Revenue Recognition

Revenues are recognized when control of the promised goods or services is transferred to our customers, in an amount that reflects the consideration we expect to be entitled to in exchange for those goods or services. For revenue disaggregated by major product line for each reportable segment, see Note 12, Segment Information.

Fees for shipping and handling charged to customers for sales transactions are included in "Sales" in our Consolidated Statements of Operations. When control over products has transferred to the customer, we have elected to recognize costs related to shipping and handling as fulfillment costs. For our Wood Products segment, costs related to shipping and handling are included in "Materials, labor, and other operating expenses (excluding depreciation)" in our Consolidated Statements of Operations. In our Wood Products segment, we view our shipping and handling costs as a cost of the manufacturing process and the movement of product to our end customers. For our Building Materials Distribution segment, costs related to shipping and handling of $49.2 million and $46.9 million, for the three months ended September 30, 2020 and 2019, respectively, and $134.1 million and $127.3 million for the nine months ended September 30, 2020 and 2019, respectively, are included in "Selling and distribution expenses" in our Consolidated Statements of Operations. In our Building Materials Distribution segment, our activities relate to the purchase and resale of finished product, and excluding shipping and handling costs from “Materials, labor, and other operating expenses (excluding depreciation)” provides us a clearer view of our operating performance and the effectiveness of our sales and purchasing functions.

Customer Rebates and Allowances

Rebates are provided to our customers and our customers' customers based on the volume of their purchases, among other factors such as customer loyalty, conversion, and commitment. We provide the rebates to increase the sell-through of our products. Rebates are generally estimated based on the expected amount to be paid and recorded as a decrease in "Sales." At September 30, 2020, and December 31, 2019, we had $62.7 million and $49.4 million, respectively, of rebates payable to our customers recorded in "Accrued liabilities, Other" on our Consolidated Balance Sheets. We adjust our estimate of revenue at the earlier of when the probability of rebates paid changes or when the amounts become fixed. There have not been significant changes to our estimates of rebates, although it is reasonably possible that a change in the estimate may occur.

Vendor Rebates and Allowances

We receive rebates and allowances from our vendors under a number of different programs, including vendor marketing programs. At September 30, 2020, and December 31, 2019, we had $7.7 million and $9.2 million, respectively, of vendor rebates and allowances recorded in "Receivables, Other" on our Consolidated Balance Sheets. Rebates and allowances received from our vendors are recognized as a reduction of "Materials, labor, and other operating expenses (excluding depreciation)" when the product is sold, unless the rebates and allowances are linked to a specific incremental cost to sell a vendor's product. Amounts received from vendors that are linked to specific selling and distribution expenses are recognized as a reduction of "Selling and distribution expenses" in the period the expense is incurred.

Leases

We primarily lease land, building, and equipment under operating and finance leases. We determine if an arrangement is a lease at inception and assess lease classification as either operating or finance at lease inception or upon modification. Substantially all of our leases with initial terms greater than one year are for real estate, including distribution centers, corporate headquarters, land, and other office space. Substantially all of these lease agreements have fixed payment terms based on the passage of time and are recorded in our Building Materials Distribution segment. Many of our leases include fixed escalation clauses, renewal options and/or termination options that are factored into our determination of lease term and lease payments when appropriate. Renewal options generally range from one to ten years with fixed payment terms similar to those in the original lease agreements. Some lease agreements provide us with the option to purchase the leased property at market value. Our lease agreements do not contain any residual value guarantees.

Right-of-use (ROU) assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. ROU assets and lease liabilities are recognized at the lease commencement date based on the estimated present value of fixed lease payments over the lease term. The current portion of our operating and finance lease liabilities are recorded in "Accrued liabilities, Other" on our Consolidated Balance Sheets.

We use our estimated incremental borrowing rate, which is derived from information available at the lease commencement date, in determining the present value of lease payments. In determining our incremental borrowing rates, we

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give consideration to publicly available interest rates for instruments with similar characteristics, including credit rating, term, and collateralization.

For purposes of determining straight-line rent expense, the lease term is calculated from the date we first take possession of the facility, including any periods of free rent and any renewal option periods we are reasonably certain of exercising. Variable lease expense generally includes reimbursement of actual costs for common area maintenance, property taxes, and insurance on leased real estate and are recorded as incurred. Most of our operating lease expense is recorded in "Selling and distribution expenses" in our Consolidated Statements of Operations. In addition, we do not separate lease and non-lease components for all of our leases.

Our short-term leases primarily include equipment rentals with lease terms on a month-to-month basis, which provide for our seasonal needs and flexibility in the use of equipment. Our short-term leases also include certain real estate for which either party has the right to cancel upon providing notice of 30 to 90 days. We do not recognize ROU assets or lease liabilities for short-term leases.

Inventories

Inventories included the following (work in process is not material):

September 30,<br>2020 December 31,<br>2019
(thousands)
Finished goods and work in process $ 385,310 $ 413,020
Logs 28,549 45,574
Other raw materials and supplies 40,468 39,002
$ 454,327 $ 497,596

Property and Equipment

Property and equipment consisted of the following asset classes:

September 30,<br>2020 December 31,<br>2019
(thousands)
Land $ 38,274 $ 39,304
Buildings 144,845 140,008
Improvements 63,033 61,187
Mobile equipment, information technology, and office furniture 175,931 165,445
Machinery and equipment 681,230 666,467
Construction in progress 36,377 34,846
1,139,690 1,107,257
Less accumulated depreciation (692,360) (630,308)
$ 447,330 $ 476,949

Long-Lived Asset Impairment

We review long-lived assets for impairment when events or changes in circumstances indicate that the carrying amount of assets may not be recoverable (triggering event). An impairment of long-lived assets exists when the carrying value is not recoverable through future undiscounted cash flows from operations and when the carrying value of an asset or asset group exceeds its fair value. No triggering event was identified during the quarter ended September 30, 2020.

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Fair Value

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value hierarchy under GAAP gives the highest priority to quoted market prices (Level 1) and the lowest priority to unobservable inputs (Level 3). In general, and where applicable, we use quoted prices in active markets for identical assets or liabilities to determine fair value (Level 1). If quoted prices in active markets for identical assets or liabilities are not available to determine fair value, we use quoted prices for similar assets and liabilities or inputs that are observable either directly or indirectly (Level 2). If quoted prices for identical or similar assets are not available or are unobservable, we may use internally developed valuation models, whose inputs include bid prices, and third-party valuations utilizing underlying asset assumptions (Level 3).

Financial Instruments

Our financial instruments are cash and cash equivalents, accounts receivable, accounts payable, long-term debt, and interest rate swaps. Our cash is recorded at cost, which approximates fair value, and our cash equivalents are money market funds. As of September 30, 2020, and December 31, 2019, we held $466.0 million and $259.5 million, respectively, in money market funds that are measured at fair value on a recurring basis using Level 1 inputs. The recorded values of accounts receivable and accounts payable approximate fair values based on their short-term nature. At September 30, 2020, and December 31, 2019, the book value of our fixed-rate debt was $400.0 million and $350.0 million, respectively, and the fair value was estimated to be $430.0 million and $364.7 million, respectively. The difference between the book value and the fair value is derived from the difference between the period-end market interest rate and the stated rate of our fixed-rate, long-term debt. We estimated the fair value of our fixed-rate debt using quoted market prices of our debt in inactive markets (Level 2 inputs). The interest rate on our variable-rate debt is based on market conditions such as the London Interbank Offered Rate (LIBOR) or a base rate. Because the interest rate on the variable-rate debt is based on current market conditions, we believe that the estimated fair value of the outstanding balance on our variable-rate debt approximates book value. As discussed below, we also have interest rate swaps to mitigate our variable interest rate exposure, the fair value of which is measured based on Level 2 inputs.

Interest Rate Risk and Interest Rate Swaps

We are exposed to interest rate risk arising from fluctuations in variable-rate LIBOR on our term loan and when we have loan amounts outstanding on our Revolving Credit Facility. At September 30, 2020, we had $50.0 million of variable-rate debt outstanding based on one-month LIBOR after the pay-off of our $45.0 million term loan in July 2020, described in Note 6, Debt. During the three months ended September 30, 2020, we liquidated our interest rate swap agreements with notional principal amounts of $45.0 million in conjunction with the pay-off of the $45.0 million term loan. Our objective is to limit the variability of interest payments on our debt. To meet this objective, we enter into receive-variable, pay-fixed interest rate swaps to change the variable-rate cash flow exposure to fixed-rate cash flows. In accordance with our risk management strategy, we actively monitor our interest rate exposure and use derivative instruments from time to time to manage the related risk. We do not speculate using derivative instruments.

At September 30, 2020, we had two interest rate swap agreements. Under the interest rate swaps, we receive one-month LIBOR-based variable interest rate payments and make fixed interest rate payments, thereby fixing the interest rate on $50.0 million of variable rate debt exposure. Payments on one interest rate swap, entered into in 2016, with a notional principal amount of $50.0 million is due on a monthly basis at an annual fixed rate of 1.007% and expires in February 2022 (Initial Swap). During the three months ended June 30, 2020, we entered into another forward interest rate swap agreement which commences on the expiration date of the Initial Swap. Payments on this interest rate swap with a notional principal amount of $50.0 million will be due on a monthly basis at an annual fixed rate of 0.39% and expires in June 2025.

The interest rate swap agreements were not designated as cash flow hedges, and as a result, all changes in the fair value are recognized in "Change in fair value of interest rate swaps" in our Consolidated Statements of Operations rather than through other comprehensive income. At September 30, 2020, we recorded a long-term liability of $0.8 million in "Other long-term liabilities" on our Consolidated Balance Sheets, representing the fair value of the interest rate swap agreements. At December 31, 2019, we recorded a long-term asset of $0.8 million in "Other assets" on our Consolidated Balance Sheets, representing the fair value of the interest rate swap agreements. The swaps were valued based on observable inputs for similar assets and liabilities and other observable inputs for interest rates and yield curves (Level 2 inputs).

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Concentration of Credit Risk

We are exposed to credit risk related to customer accounts receivable. In order to manage credit risk, we consider customer concentrations and current economic trends and monitor the creditworthiness of significant customers based on ongoing credit evaluations. At September 30, 2020, receivables from two customers accounted for approximately 13% and 11% of total receivables. At December 31, 2019, receivables from these two customers accounted for approximately 14% and 12% of total receivables. No other customer accounted for 10% or more of total receivables.

New and Recently Adopted Accounting Standards

In March 2020, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting, which provides optional expedients and exceptions for applying generally accepted accounting principles (GAAP) to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met. The amendments apply only to contracts, hedging relationships, and other transactions that reference LIBOR or another reference rate expected to be discontinued because of reference rate reform. Our current contracts that reference LIBOR include certain debt instruments and interest rate swaps. The amendments are effective for eligible contract modifications subsequent to March 12, 2020, and through December 31, 2022. The adoption of this standard did not have a material effect on our financial statements, but we will assess any eligible contract modifications in the future.

In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes, which is intended to reduce complexity in accounting for income taxes. This ASU removes certain exceptions to the general principles in Topic 740 and also clarifies and amends existing guidance to improve consistent application. The updated guidance is effective for interim and annual reporting periods beginning after December 15, 2020, with early adoption permitted. We currently do not expect the adoption of the guidance to have a material effect on our financial statements, but will continue to monitor the standard through the effective date.

In August 2018, the FASB issued ASU 2018-14, Compensation - Retirement Benefits - Defined Benefit Plans - General (Topic 715-20): Disclosure Framework - Changes to the Disclosure Requirements for Defined Benefit Plans. This ASU amends ASC 715 to remove disclosures that are no longer considered cost beneficial, clarifies the specific requirements of disclosures, and adds disclosure requirements identified as relevant related to defined benefit pension and other postretirement plans. The ASU's changes related to disclosures are part of the FASB's disclosure framework project. The updated guidance is effective retrospectively for annual reporting periods ending after December 15, 2020, with early adoption permitted. We are currently evaluating the effects of this ASU on our disclosures in the notes to our financial statements.

There were no other accounting standards recently issued that had or are expected to have a material impact on our consolidated financial statements and associated disclosures.

3.    Income Taxes

For the three and nine months ended September 30, 2020, we recorded $34.6 million and $50.0 million, respectively, of income tax expense and had an effective rate of 25.1% in both periods. For the three and nine months ended September 30, 2019, we recorded $9.7 million and $22.6 million, respectively, of income tax expense and had an effective rate of 26.2% and 25.4%, respectively. For all periods, the primary reason for the difference between the federal statutory income tax rate of 21% and the effective tax rate was the effect of state taxes.

During the nine months ended September 30, 2020, cash paid for taxes, net of refunds received were $35.3 million. During the nine months ended September 30, 2019, refunds received, net of cash taxes paid, were $7.1 million.

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4.    Net Income Per Common Share

Basic net income per common share is computed by dividing net income by the weighted average number of common shares outstanding during the period. Weighted average common shares outstanding for the basic net income per common share calculation includes certain vested restricted stock units (RSUs) and performance stock units (PSUs) as there are no conditions under which those shares will not be issued. Diluted net income per common share is computed by dividing net income by the combination of the weighted average number of common shares outstanding during the period and other potentially dilutive weighted average common shares. Other potentially dilutive weighted average common shares include the dilutive effect of stock options, RSUs, and PSUs for each period using the treasury stock method. Under the treasury stock method, the exercise price of a share and the amount of compensation expense, if any, for future service that has not yet been recognized are assumed to be used to repurchase shares in the current period.

The following table sets forth the computation of basic and diluted net income per common share:

Three Months Ended<br>September 30 Nine Months Ended<br>September 30
2020 2019 2020 2019
(thousands, except per-share data)
Net income $ 103,192 $ 27,171 $ 148,978 $ 66,278
Weighted average common shares outstanding during the period (for basic calculation) 39,315 39,087 39,264 39,020
Dilutive effect of other potential common shares 211 205 132 182
Weighted average common shares and potential common shares (for diluted calculation) 39,526 39,292 39,396 39,202
Net income per common share - Basic $ 2.62 $ 0.70 $ 3.79 $ 1.70
Net income per common share - Diluted $ 2.61 $ 0.69 $ 3.78 $ 1.69

The computation of the dilutive effect of other potential common shares excludes stock awards representing no shares of common stock in both the three months ended September 30, 2020 and 2019, and 0.2 million of common stock shares in both the nine months ended September 30, 2020 and 2019. Under the treasury stock method, the inclusion of these stock awards would have been antidilutive.

5.    Curtailment of Manufacturing Facility

On February 20, 2020, we decided to permanently curtail I-joist production at our Roxboro, North Carolina facility by March 31, 2020. As a result of the curtailment, we recorded $15.0 million of accelerated depreciation during first quarter 2020 to fully depreciate the curtailed I-joist assets. In addition, we recorded $1.7 million of various closure-related costs in "Loss on curtailment of facility" in our Consolidated Statements of Operations.

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6.    Debt

Long-term debt consisted of the following:

September 30,<br>2020 December 31,<br>2019
(thousands)
Asset-based revolving credit facility due 2025 $ — $ —
Asset-based credit facility term loan due 2025 50,000 50,000
Term loan due 2026 — 45,000
4.875% senior notes due 2030 400,000 —
5.625% senior notes due 2024 — 350,000
Deferred financing costs (6,417) (4,456)
Long-term debt $ 443,583 $ 440,544

Asset-Based Credit Facility

On May 15, 2015, Boise Cascade and its principal operating subsidiaries, Boise Cascade Wood Products, L.L.C., and Boise Cascade Building Materials Distribution, L.L.C., as borrowers, and Boise Cascade Wood Products Holdings Corp., as guarantor, entered into an Amended and Restated Credit Agreement, as amended, (Amended Agreement) with Wells Fargo Capital Finance, LLC, as administrative agent, and the banks named therein as lenders. On March 13, 2020, we entered into the sixth amendment to the Amended Agreement to reduce the maximum amount available for revolving loans from $370 million to $350 million (Revolving Credit Facility) and to extend the maturity date of the Credit Agreement from May 1, 2022, to March 13, 2025. The term loan within the Amended Agreement remains at $50.0 million (ABL Term Loan). Interest on borrowings under our Revolving Credit Facility and ABL Term Loan are payable monthly. Borrowings under the Amended Agreement are constrained by a borrowing base formula dependent upon levels of eligible receivables and inventory reduced by outstanding borrowings and letters of credit (Availability).

The Amended Agreement is secured by a first-priority security interest in substantially all of our assets, except for property and equipment. The proceeds of borrowings under the agreement are available for working capital and other general corporate purposes.

The Amended Agreement contains customary nonfinancial covenants, including a negative pledge covenant and restrictions on new indebtedness, investments, distributions to equity holders, asset sales, and affiliate transactions, the scope of which are dependent on the Availability existing from time to time. The Amended Agreement also contains a requirement that we meet a 1:1 fixed-charge coverage ratio (FCCR), applicable only if Availability falls below 10% of the aggregate revolving lending commitments, or $35 million. Availability exceeded the minimum threshold amounts required for testing of the FCCR at all times since entering into the Amended Agreement, and Availability at September 30, 2020, was $345.4 million.

The Amended Agreement permits us to pay dividends only if at the time of payment (i) no default has occurred or is continuing (or would result from such payment) under the Amended Agreement, and (ii) pro forma Excess Availability (as defined in the Amended Agreement) is equal to or exceeds 25% of the aggregate Revolver Commitments (as defined in the Amended Agreement) or (iii) (x) pro forma Excess Availability is equal to or exceeds 15% of the aggregate Revolver Commitment and (y) our fixed-charge coverage ratio is greater than or equal to 1:1 on a pro forma basis.

Revolving Credit Facility

Interest rates under the Revolving Credit Facility are based, at our election, on either LIBOR or a base rate, as defined in the Amended Agreement, plus a spread over the index elected that ranges from 1.25% to 1.50% for loans based on LIBOR and from 0.25% to 0.50% for loans based on the base rate. The spread is determined on the basis of a pricing grid that results in a higher spread as average quarterly Availability declines. Letters of credit are subject to a fronting fee payable to the issuing bank and a fee payable to the lenders equal to the LIBOR margin rate. In addition, we are required to pay an unused commitment fee at a rate of 0.25% per annum of the average unused portion of the lending commitments.

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At both September 30, 2020, and December 31, 2019, we had no borrowings outstanding under the Revolving Credit Facility and $4.6 million of letters of credit outstanding. These letters of credit and borrowings, if any, reduce Availability under the Revolving Credit Facility by an equivalent amount.

ABL Term Loan

The ABL Term Loan was provided by institutions within the Farm Credit system. Borrowings under the ABL Term Loan may be repaid from time to time at the discretion of the borrowers without premium or penalty. However, any principal amount of ABL Term Loan repaid may not be subsequently re-borrowed.

Interest rates under the ABL Term Loan are based, at our election, on either LIBOR or a base rate, as defined in the Amended Agreement, plus a spread over the index elected that ranges from 1.75% to 2.00% for LIBOR rate loans and from 0.75% to 1.00% for base rate loans, both dependent on the amount of Average Excess Availability (as defined in the Amended Agreement). During the nine months ended September 30, 2020, the average interest rate on the ABL Term Loan was approximately 2.47%.

We have received and expect to continue receiving patronage credits under the ABL Term Loan. Patronage credits are distributions of profits from banks in the Farm Credit system, which are cooperatives that are required to distribute profits to their members. Patronage distributions, which are generally made in cash, are received in the year after they are earned. Patronage credits are recorded as a reduction to interest expense in the year earned. After giving effect to expected patronage distributions, the effective average net interest rate on the ABL Term Loan was approximately 1.5% during the nine months ended September 30, 2020.

Term Loan

On March 30, 2016 (Closing Date), Boise Cascade and its principal operating subsidiaries, Boise Cascade Wood Products, L.L.C., and Boise Cascade Building Materials Distribution, L.L.C., as borrowers, and the guarantors party thereto, entered into a term loan agreement, as amended, (Term Loan Agreement) with American AgCredit, PCA, as administrative agent and sole lead arranger, and other banks in the Farm Credit system named therein as lenders. The original Term Loan Agreement was for a $75.0 million secured term loan (Term Loan). In December 2016, we repaid $30 million of the Term Loan. In July 2020, we paid off the remaining balance on the Term Loan of $45.0 million, thus satisfying and discharging our obligations under the Term Loan.

Interest rates under the Term Loan Agreement were based, at our election, on either the LIBOR or a base rate, as defined in the Term Loan Agreement, plus a spread over the index. The applicable spread for the Term Loan ranged from 1.875% to 2.125% for LIBOR rate loans, and 0.875% to 1.125% for base rate loans, both dependent on our Interest Coverage Ratio (as defined in the Term Loan Agreement). During the nine months ended September 30, 2020, the average interest rate on the Term Loan was approximately 2.82%. We have received and expect to receive patronage credits through the period in which the Term Loan was outstanding. After giving effect to expected patronage distributions, the effective average net interest rate on the Term Loan was approximately 1.8%.

2024 Notes

On August 29, 2016, Boise Cascade issued $350 million of 5.625% senior notes due September 1, 2024 (2024 Notes), through a private placement that was exempt from the registration requirements of the Securities Act of 1933, as amended (Securities Act). Interest on our 2024 Notes was payable semiannually in arrears on March 1 and September 1.

In connection with the issuance of the $400 million of 4.875% senior notes due July 1, 2030 (2030 Notes) described below, we commenced a tender offer to purchase any and all of our $350 million aggregate principal amount of 2024 Notes then outstanding. On July 27, 2020, we accepted for purchase an aggregate principal amount of $212.5 million of the 2024 Notes that were tendered. On September 1, 2020, we redeemed the remaining $137.5 million in aggregate principal amount of the 2024 Notes outstanding and our obligations under the indenture, pursuant to which the 2024 Notes were issued, were satisfied and discharged. In connection with these transactions, we recognized a pre-tax loss on the extinguishment of debt of $14.0 million during the three months ended September 30, 2020. The loss includes $10.8 million of debt extinguishment premium payments and $3.2 million for the write-off of unamortized deferred financing costs.

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2030 Notes

On July 27, 2020, we issued the 2030 Notes through a private placement that was exempt from the registration requirements of the Securities Act. The 2030 Notes mature on July 1, 2030, with interest payable semiannually in arrears on January 1 and July 1, commencing on January 1, 2021. The 2030 Notes are guaranteed by each of our existing and future direct or indirect domestic subsidiaries that is a guarantor under our Amended Agreement.

Following the sale of our 2030 Notes, as noted above, we used the net proceeds of the sale to repurchase or redeem any and all of our 2024 Notes, to pay off our Term Loan of $45.0 million, and to pay related financings fees and expenses related to the offering of the 2030 Notes and incurred in connection with the repurchase or redemption of the 2024 Notes.

The 2030 Notes are senior unsecured obligations and rank equally with all of the existing and future senior indebtedness of Boise Cascade Company and of the guarantors, senior to all of their existing and future subordinated indebtedness, effectively subordinated to all of their present and future senior secured indebtedness (including all borrowings with respect to our Amended Agreement to the extent of the value of the assets securing such indebtedness), and structurally subordinated to the indebtedness of any subsidiaries that do not guarantee the 2030 Notes.

The terms of the indenture governing the 2030 Notes, among other things, limit the ability of Boise Cascade and our restricted subsidiaries to: incur additional debt; declare or pay dividends; redeem stock or make other distributions to stockholders; make investments; create liens on assets; consolidate, merge or transfer substantially all of their assets; enter into transactions with affiliates; and sell or transfer certain assets. The indenture governing the 2030 Notes permits us to pay dividends only if at the time of payment (i) no default has occurred or is continuing (or would result from such payment) under the indenture, and (ii) our consolidated leverage ratio is no greater than 3.5:1, or (iii) the dividend, together with other dividends since the issue date, would not exceed our "builder" basket under the indenture. In addition, the indenture includes certain specific baskets for the payment of dividends.

The indenture governing the 2030 Notes provides for customary events of default and remedies.

Interest Rate Swaps

For information on interest rate swaps, see Interest Rate Risk and Interest Rate Swaps of Note 2, Summary of Significant Accounting Policies.

Cash Paid for Interest

For the nine months ended September 30, 2020 and 2019, cash payments for interest were $21.2 million and $22.7 million, respectively.

7.    Leases

Lease Costs

The components of lease expense were as follows:

Three Months Ended<br>September 30 Nine Months Ended<br>September 30
2020 2019 2020 2019
(thousands)
Operating lease cost $ 3,313 $ 3,442 $ 10,020 $ 10,150
Finance lease cost
Amortization of right-of-use assets 603 410 1,602 1,170
Interest on lease liabilities 615 479 1,659 1,405
Variable lease cost 754 721 2,215 2,062
Short-term lease cost 899 1,338 2,969 3,407
Sublease income (31) (134) (108) (438)
Total lease cost $ 6,153 $ 6,256 $ 18,357 $ 17,756

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Other Information

Supplemental cash flow information related to leases was as follows:

Nine Months Ended September 30, 2020 Nine Months Ended September 30, 2019
(thousands)
Cash paid for amounts included in the measurement of lease liabilities
Operating cash flows from operating leases $ 9,744 $ 10,026
Operating cash flows from finance leases 1,659 1,405
Financing cash flows from finance leases 936 571
Right-of-use assets obtained in exchange for lease obligations
Operating leases 6,628 3,243
Finance leases 9,871 2,655

Other information related to leases was as follows:

September 30, 2020 December 31, 2019
Weighted-average remaining lease term (years)
Operating leases 8 8
Finance leases 15 14
Weighted-average discount rate
Operating leases 6.4 % 6.5 %
Finance leases 7.7 % 8.5 %

As of September 30, 2020, our minimum lease payment requirements for noncancelable operating and finance leases are as follows:

Operating Leases Finance Leases
(thousands)
Remainder of 2020 $ 3,233 $ 974
2021 13,005 3,917
2022 12,236 3,923
2023 11,945 3,963
2024 11,190 3,959
Thereafter 34,992 41,319
Total future minimum lease payments 86,601 58,055
Less: interest (19,932) (24,618)
Total lease obligations 66,669 33,437
Less: current obligations (9,175) (1,514)
Long-term lease obligations $ 57,494 $ 31,923

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8.    Retirement and Benefit Plans

The following table presents the pension benefit costs:

Three Months Ended<br>September 30 Nine Months Ended<br>September 30
2020 2019 2020 2019
(thousands)
Service cost $ 167 $ 163 $ 501 $ 485
Interest cost 1,474 1,792 4,420 5,417
Expected return on plan assets (1,374) (1,477) (4,120) (4,426)
Amortization of actuarial (gain) loss 202 (44) 605 (131)
Plan settlement loss — 1,342 86 1,342
Net periodic benefit expense $ 469 $ 1,776 $ 1,492 $ 2,687

Service cost is recorded in the same income statement line items as other employee compensation costs arising from services rendered, and the other components of net periodic benefit expense are recorded in "Pension expense (excluding service costs)" in our Consolidated Statements of Operations.

During the nine months ended September 30, 2020, we contributed $12.7 million in cash to the pension plans. During the third quarter 2020, we repurchased two BMD real property locations we previously had contributed to our qualified defined benefit pension plan (Pension Plan) for approximately $11.4 million, which were recorded as pension contributions. For information related to the contribution of properties to our qualified defined benefit pension plan, see Note 12, Retirement and Benefit Plans, of the Notes to Consolidated Financial Statements in "Item 8. Financial Statements and Supplementary Data" in our 2019 Form 10-K. For the remainder of 2020, we expect to make approximately $0.1 million in cash contributions to our nonqualified salaried pension plans.

We have announced to plan participants our intention to terminate our Pension Plan (Plan Termination). In conjunction with the Plan Termination, we froze accrual of all benefits on our Pension Plan effective August 31, 2020. In addition, we purchased a buy-in group annuity contract (Buy-In) from The Prudential Insurance Company of America (Prudential), which was funded with plan assets on August 6, 2020.

In anticipation of the Plan Termination, the Buy-In will fund lump-sum payments made to eligible plan participants. The lump-sum program is expected to close on October 31, 2020 and participants who elect to participate will receive payment on or about December 2, 2020, after which, neither the Pension Plan nor Prudential will have any further obligations to those participants.

After completion of the lump-sum program, we expect to exercise our option to convert the Buy-In to a buy-out group annuity contract (Buy-Out) for no additional premium. When the Buy-Out becomes effective, we plan to irrevocably transfer to Prudential the future benefit obligations and annuity administration for all remaining plan participants (or their beneficiaries) in the Pension Plan. We expect these transactions to fully eliminate the liabilities of our Pension Plan, upon which we will record the related non-cash accounting adjustments as required by the application of pension settlement accounting rules.

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9.    Stock-Based Compensation

In first quarter 2020 and 2019, we granted two types of stock-based awards under our incentive plan: performance stock units (PSUs) and restricted stock units (RSUs).

PSU and RSU Awards

During the nine months ended September 30, 2020, we granted 94,850 PSUs to our officers and other employees, subject to performance and service conditions. For the officers, the number of shares actually awarded will range from 0% and 200% of the target amount, depending upon Boise Cascade's 2020 return on invested capital (ROIC), as approved by our Compensation Committee in accordance with the related grant agreement. For the other employees, the number of shares actually awarded will range from 0% to 200% of the target amount, depending upon Boise Cascade’s 2020 EBITDA, defined as income before interest (interest expense and interest income), income taxes, and depreciation and amortization, determined in accordance with the related grant agreement. Because the ROIC and EBITDA components contain a performance condition, we record compensation expense over the requisite service period based on the most probable number of shares expected to vest.

During the nine months ended September 30, 2019, we granted 110,923 PSUs to our officers and other employees, subject to performance and service conditions. During the 2019 performance period, officers and other employees earned 93% and 96%, respectively, of the target based on Boise Cascade’s 2019 ROIC and EBITDA, determined by our Compensation Committee in accordance with the related grant agreement.

The PSUs granted to officers generally vest in a single installment three years from the date of grant, while the PSUs granted to other employees vest in three equal tranches each year after the grant date.

During the nine months ended September 30, 2020 and 2019, we granted an aggregate of 125,716 and 166,675 RSUs, respectively, to our officers, other employees, and nonemployee directors with only service conditions. The RSUs granted to officers and other employees vest in three equal tranches each year after the grant date. The RSUs granted to nonemployee directors vest over a one year period.

We based the fair value of PSU and RSU awards on the closing market price of our common stock on the grant date. During the nine months ended September 30, 2020 and 2019, the total fair value of PSUs and RSUs vested was $11.1 million and $11.4 million, respectively.

The following summarizes the activity of our PSUs and RSUs awarded under our incentive plan for the nine months ended September 30, 2020:

PSUs RSUs
Number of shares Weighted Average Grant-Date Fair Value Number of shares Weighted Average Grant-Date Fair Value
Outstanding, December 31, 2019 295,347 $ 31.09 257,564 $ 31.14
Granted 94,850 36.45 125,716 36.45
Performance condition adjustment (a) (6,989) 29.48 — —
Vested (162,622) 28.93 (143,807) 30.88
Forfeited (24,246) 32.57 (26,707) 32.82
Outstanding, September 30, 2020 196,340 $ 35.34 212,766 $ 34.24

_______________________________

(a)    Represents total PSUs forfeited during the nine months ended September 30, 2020, related to the 2019 performance condition adjustment described above.

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Compensation Expense

We record compensation expense over the awards' vesting period and account for share-based award forfeitures as they occur, rather than making estimates of future forfeitures. Any shares not vested are forfeited. We recognize stock awards with only service conditions on a straight-line basis over the requisite service period. Most of our share-based compensation expense was recorded in "General and administrative expenses" in our Consolidated Statements of Operations. Total stock-based compensation recognized from PSUs and RSUs, net of forfeitures, was as follows:

Three Months Ended<br>September 30 Nine Months Ended<br>September 30
2020 2019 2020 2019
(thousands)
PSUs $ 1,503 $ 800 $ 2,804 $ 2,515
RSUs 991 1,147 3,035 3,501
Total $ 2,494 $ 1,947 $ 5,839 $ 6,016

The related tax benefit for both the nine months ended September 30, 2020 and 2019, was $1.5 million. As of September 30, 2020, total unrecognized compensation expense related to nonvested share-based compensation arrangements was $11.2 million. This expense is expected to be recognized over a weighted-average period of 2.0 years.

10.    Stockholders' Equity

Dividends

On November 14, 2017, we announced that our board of directors approved a dividend policy to pay quarterly cash dividends to holders of our common stock. For more information regarding our dividend declarations and payments made during each of the nine months ended September 30, 2020 and 2019, see "Common stock dividends" on our Consolidated Statements of Stockholders' Equity.

On September 28, 2020, our board of directors declared a supplemental dividend of $1.60 per share on our common stock, payable on November 2, 2020, to stockholders of record on October 15, 2020. At September 30, 2020, we accrued $62.7 million in "Dividends payable" on our Consolidated Balance Sheets, representing our supplemental dividend declaration. On October 29, 2020, our board of directors declared a quarterly dividend of $0.10 per share on our common stock, payable on December 15, 2020, to stockholders of record on December 1, 2020. For a description of the restrictions in our asset-based credit facility and the indenture governing our senior notes on our ability to pay dividends, see Note 6, Debt.

Future quarterly dividend declarations, including amount per share, record date and payment date, will be made at the discretion of our board of directors and will depend upon, among other things, legal capital requirements and surplus, our future operations and earnings, general financial condition, contractual obligations, restrictions imposed by our asset-based credit facility, term loan, and the indenture governing our senior notes, applicable laws, and other factors that our board of directors may deem relevant.

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Accumulated Other Comprehensive Loss

The following table details the changes in accumulated other comprehensive loss for the three and nine months ended September 30, 2020 and 2019:

Three Months Ended<br>September 30 Nine Months Ended<br>September 30
2020 2019 2020 2019
(thousands)
Beginning balance, net of taxes $ (49,883) $ (47,717) $ (50,248) $ (47,652)
Amortization of actuarial (gain) loss, before taxes (a) 202 (44) 605 (131)
Effect of settlements, before taxes (a) — 1,342 86 1,342
Income taxes (51) (329) (175) (307)
Ending balance, net of taxes $ (49,732) $ (46,748) $ (49,732) $ (46,748)

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(a)    Represents amounts reclassified from accumulated other comprehensive loss. These amounts are included in the computation of net periodic pension cost. For additional information, see Note 8, Retirement and Benefit Plans.

11.    Transactions With Related Party

Louisiana Timber Procurement Company, L.L.C. (LTP) is an unconsolidated variable-interest entity that is 50% owned by us and 50% owned by Packaging Corporation of America (PCA). LTP procures sawtimber, pulpwood, residual chips, and other residual wood fiber to meet the wood and fiber requirements of us and PCA in Louisiana. We are not the primary beneficiary of LTP as we do not have power to direct the activities that most significantly affect the economic performance of LTP. Accordingly, we do not consolidate LTP's results in our financial statements.

Sales

Related-party sales to LTP from our Wood Products segment in our Consolidated Statements of Operations were $2.8 million and $4.0 million, respectively, during the three months ended September 30, 2020 and 2019, and $9.5 million and $12.8 million, respectively, during the nine months ended September 30, 2020 and 2019. These sales are recorded in "Sales" in our Consolidated Statements of Operations.

Costs and Expenses

Related-party wood fiber purchases from LTP were $15.6 million and $21.4 million, respectively, during the three months ended September 30, 2020 and 2019, and $52.0 million and $62.7 million, respectively, during the nine months ended September 30, 2020 and 2019. These costs are recorded in "Materials, labor, and other operating expenses (excluding depreciation)" in our Consolidated Statements of Operations.

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12.    Segment Information

We operate our business using two reportable segments: Wood Products and Building Materials Distribution. Unallocated corporate costs are presented as reconciling items to arrive at operating income. There are no differences in our basis of measurement of segment profit or loss from those disclosed in Note 17, Segment Information, of the Notes to Consolidated Financial Statements in "Item 8. Financial Statements and Supplementary Data" in our 2019 Form 10-K.

Wood Products and Building Materials Distribution segment sales to external customers, including related parties, by product line are as follows:

Three Months Ended<br>September 30 Nine Months Ended<br>September 30
2020 2019 2020 2019
(millions)
Wood Products (a)
LVL $ 4.3 $ 7.9 $ 15.6 $ 31.8
I-joists 3.3 4.9 10.4 18.2
Other engineered wood products 5.6 6.2 17.2 20.5
Plywood and veneer 105.1 64.6 234.2 195.5
Lumber 13.3 13.5 37.9 40.7
Byproducts 16.1 18.3 52.5 56.4
Other 3.9 8.5 12.9 27.8
151.6 123.9 380.7 391.0
Building Materials Distribution
Commodity 718.9 467.9 1,649.1 1,316.7
General line 483.0 454.5 1,328.5 1,207.7
Engineered wood products 235.8 223.3 644.3 626.4
1,437.7 1,145.6 3,621.9 3,150.7
$ 1,589.3 $ 1,269.5 $ 4,002.6 $ 3,541.7

___________________________________

(a)Amounts represent sales to external customers. Sales are calculated after intersegment sales eliminations to our Building Materials Distribution segment, as well as the cost of EWP rebates and sales allowances provided at various stages of the supply chain (including distributors, retail lumberyards, and professional builders). For the nine months ended September 30, 2020, approximately 80% of Wood Products' EWP sales volumes were to our Building Materials Distribution segment.

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An analysis of our operations by segment is as follows:

Three Months Ended<br>September 30 Nine Months Ended<br>September 30
2020 2019 2020 2019
(thousands)
Net sales by segment
Wood Products $ 363,674 $ 325,102 $ 965,240 $ 978,881
Building Materials Distribution 1,437,683 1,145,621 3,621,940 3,150,750
Intersegment eliminations (a) (212,044) (201,199) (584,573) (587,940)
Total net sales $ 1,589,313 $ 1,269,524 $ 4,002,607 $ 3,541,691
Segment operating income
Wood Products (b) $ 66,035 $ 15,597 $ 86,872 $ 46,135
Building Materials Distribution 107,901 38,665 180,413 89,982
Total segment operating income 173,936 54,262 267,285 136,117
Unallocated corporate costs (15,364) (9,364) (31,396) (24,433)
Income from operations $ 158,572 $ 44,898 $ 235,889 $ 111,684

___________________________________

(a)    Primarily represents intersegment sales from our Wood Products segment to our Building Materials Distribution segment.

(b)    Wood Products segment operating income for the nine months ended September 30, 2020, includes $15.0 million of accelerated depreciation and $1.7 million of other closure-related costs due to the permanent curtailment of I-joist production at our Roxboro, North Carolina facility. For more information, see Note 5, Curtailment of Manufacturing Facility.

13.    Commitments, Legal Proceedings and Contingencies, and Guarantees

Commitments

We are a party to a number of long-term log supply agreements that are discussed in Note 18, Commitments, Legal Proceedings and Contingencies, and Guarantees, of the Notes to Consolidated Financial Statements in "Item 8. Financial Statements and Supplementary Data" in our 2019 Form 10-K. In addition, we have purchase obligations for goods and services, capital expenditures, and raw materials entered into in the normal course of business. As of September 30, 2020, there have been no material changes to the above commitments disclosed in the 2019 Form 10-K.

Legal Proceedings and Contingencies

We are a party to legal proceedings that arise in the ordinary course of our business, including commercial liability claims, premises claims, environmental claims, and employment-related claims, among others. As of the date of this filing, we believe it is not reasonably possible that any of the legal actions against us will, individually or in the aggregate, have a material adverse effect on our financial position, results of operations, or cash flows.

Guarantees

We provide guarantees, indemnifications, and assurances to others. Note 18, Commitments, Legal Proceedings and Contingencies, and Guarantees, of the Notes to Consolidated Financial Statements in "Item 8. Financial Statements and Supplementary Data" in our 2019 Form 10-K describes the nature of our guarantees, including the approximate terms of the guarantees, how the guarantees arose, the events or circumstances that would require us to perform under the guarantees, and the maximum potential undiscounted amounts of future payments we could be required to make. As of September 30, 2020, there have been no material changes to the guarantees disclosed in the 2019 Form 10-K, except for debt transactions disclosed in Note 6, Debt.

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ITEM 2.    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Understanding Our Financial Information

This Management's Discussion and Analysis of Financial Condition and Results of Operations should be read in conjunction with our consolidated financial statements and related notes in "Item 1. Financial Statements" of this Form 10-Q, as well as our 2019 Form 10-K. The following discussion includes statements regarding our expectations with respect to our future performance, liquidity, and capital resources. Such statements, along with any other nonhistorical statements in the discussion, are forward-looking. These forward-looking statements include, without limitation, any statement that may predict, indicate, or imply future results, performance, or achievements and may contain the words "may," "will," "expect," "believe," "should," "plan," "anticipate," and other similar expressions. All of these forward-looking statements are based on estimates and assumptions made by our management that, although believed by us to be reasonable, are inherently uncertain. These forward-looking statements are subject to numerous risks and uncertainties, including, but not limited to, the risks and uncertainties described in "Item 1A. Risk Factors" in our 2019 Form 10-K, as well as those factors listed in other documents we file with the Securities and Exchange Commission (SEC). We do not assume an obligation to update any forward-looking statement. Our future actual results may differ materially from those contained in or implied by any of the forward-looking statements in this Form 10-Q.

Background

Boise Cascade Company is a building products company headquartered in Boise, Idaho. As used in this Form 10-Q, the terms "Boise Cascade," "we," and "our" refer to Boise Cascade Company and its consolidated subsidiaries. Boise Cascade is a large, vertically-integrated wood products manufacturer and building materials distributor. We have two reportable segments: (i) Wood Products, which primarily manufactures engineered wood products (EWP) and plywood; and (ii) Building Materials Distribution (BMD), which is a wholesale distributor of building materials. Demand for the products we manufacture, as well as the products we purchase and distribute, is closely correlated with new residential construction in the U.S. To a lesser extent, demand for our products correlates with residential repair-and-remodeling activity and light commercial construction. For more information, see Note 12, Segment Information, of the Condensed Notes to Unaudited Quarterly Consolidated Financial Statements in "Item 1. Financial Statements" of this Form 10-Q.

Executive Overview

We recorded income from operations of $158.6 million during the three months ended September 30, 2020, compared with income from operations of $44.9 million during the three months ended September 30, 2019. In our Wood Products segment, income increased $50.4 million to $66.0 million for the three months ended September 30, 2020, from $15.6 million for the three months ended September 30, 2019, due primarily to higher plywood sales prices. In our Building Materials Distribution segment, income increased $69.2 million to $107.9 million for the three months ended September 30, 2020, from $38.7 million for the three months ended September 30, 2019, driven by a gross margin increase of $86.7 million, resulting primarily from improved gross margins on commodity products compared with third quarter 2019. The margin improvement was offset partially by increased selling and distribution expenses and general and administrative expenses of $14.3 million and $2.5 million, respectively. These changes are discussed further in "Our Operating Results" below.

We ended third quarter 2020 with $503.9 million of cash and cash equivalents and $345.4 million of undrawn committed bank line availability, for total available liquidity of $849.3 million. We had $443.6 million of outstanding debt at September 30, 2020. We generated $218.7 million of cash during the nine months ended September 30, 2020, as cash provided by operations and issuances of long-term debt was offset partially by debt payments, capital spending, dividends paid on our common stock, and tax withholding payments on stock-based awards. A further description of our cash sources and uses for the nine month comparative periods are discussed further in "Liquidity and Capital Resources" below.

In response to rapidly evolving market conditions and economic uncertainties surrounding the impact of COVID-19, and various restrictions that limited residential construction activity, our Wood Products segment and many other producers in our industry reduced production levels early in the second quarter. In addition, many companies involved in the manufacture and distribution of building materials dramatically reduced inventory levels in late first quarter and early second quarter in response to falling commodity wood products prices and future demand uncertainty. As restrictions were loosened or rescinded, construction activity resumed mid-second quarter and continued at a robust pace through the third quarter. Across commodity product lines, product demand in the third quarter exceeded supply, and producers struggled to restore capacity because of COVID-19 related disruptions and natural disasters, causing significant increases in commodity products prices. Our BMD

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warehouse sales were strong throughout the third quarter as our retail lumberyard customers are relying on our broad base of inventory and high service levels to minimize their working capital investment given COVID-19 related uncertainties and historically high commodity product prices. In addition, we have had strong demand from our home center customers in response to elevated repair and remodel and "do-it-yourself" activity as people are spending more time at home during the pandemic.

As we begin the fourth quarter, Wood Products continues to make efforts to restore production rates to pre-COVID-19 levels in response to strong end-product demand, particularly for our EWP. However, we continue to experience periodic short-term disruptions at many locations due to COVID-19. In addition, we expect activity levels across our distribution network to continue to vary widely as COVID-19 impacts geographies across the U.S. to differing degrees, and federal, state, or local restrictions are implemented or rescinded. To date, we have not experienced significant supply chain disruptions that would limit our ability to meet customer delivery commitments or source the necessary raw materials and finished goods needed by our operations. We continue to conduct business with modifications to mill and distribution center housekeeping and cleanliness protocols, employee travel, employee work locations, and virtualization or cancellation of certain sales and marketing events, among other modifications. In addition, we continue to actively monitor evolving developments and may take actions that alter our business operations as may be required by federal, state, or local authorities, or that we determine are in the best interests of our employees, customers, suppliers, communities, and stockholders.

While there continues to be a heightened level of economic uncertainty given the pandemic, low mortgage rates, continuation of work-from-home practices by many in the economy, and demographics in the U.S. have created a favorable demand environment for new residential construction, which we expect to continue into next year. Furthermore, with homeowners spending more time at home, repair and remodel spending may continue to strengthen as homeowners invest in existing homes. As of October 2020, the Blue Chip Economic Indicators consensus forecast for 2020 and 2021 single- and multi-family housing starts in the U.S. were 1.32 million and 1.38 million units, respectively, compared with actual housing starts of 1.29 million in 2019, as reported by the U.S. Census Bureau. Although we believe that current U.S. demographics support a higher level of housing starts, and many national home builders are reporting strong near-term backlogs, the impacts of COVID-19 on residential construction are uncertain. A re-acceleration of COVID-19 cases could prompt state or local officials to reinstitute restrictions that could limit or constrain building activity. In addition, the economic consequences of COVID-19 may adversely affect the pace of household formation rates and residential repair-and-remodeling activity due to high unemployment rates, lower wages, reduced consumer confidence, prospective home buyers' lack of ability to view homes in person, homebuyers' access to and cost of financing, and housing affordability, as well as other factors.

Strong demand when coupled with capacity constraints in third quarter 2020 created supply/demand imbalances in the marketplace and historically high pricing levels for commodity lumber and panel products. However, October 2020 composite lumber and panel prices have declined by approximately 35% and 10% from the peaks reached in September 2020 and are at risk for further price erosion that will be dependent on the impact of COVID-19 on residential construction, capacity restoration and industry operating rates, net import and export activity, transportation constraints or disruptions, inventory levels in various distribution channels, and seasonal demand patterns. As a wholesale distributor of a broad mix of commodity products and a manufacturer of certain commodity products, we have sales and profitability exposure to declines in commodity product prices. As previously announced, we will also continue to evaluate plywood market conditions, log supply availability, operating costs, environmental permits, and other factors influencing our Elgin plywood operations as we approach 2021.

Factors That Affect Our Operating Results and Trends

Our results of operations and financial performance are influenced by a variety of factors, including the following:

•the duration and magnitude of impacts of the COVID-19 pandemic;

•the commodity nature of our products and their price movements, which are driven largely by industry capacity and operating rates, industry cycles that affect supply and demand, and net import and export activity;

•general economic conditions, including but not limited to housing starts, repair-and-remodeling activity, light commercial construction, inventory levels of new and existing homes for sale, foreclosure rates, interest rates, unemployment rates, household formation rates, prospective home buyers' access to and cost of financing, and housing affordability, that ultimately affect demand for our products;

•the highly competitive nature of our industry;

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•disruptions to information systems used to process and store customer, employee, and vendor information, as well as the technology that manages our operations and other business processes;

•material disruptions and/or major equipment failure at our manufacturing facilities;

•concentration of our sales among a relatively small group of customers, as well as the financial condition and creditworthiness of our customers;

•product shortages, loss of key suppliers, and our dependence on third-party suppliers and manufacturers;

•labor disruptions, shortages of skilled and technical labor, or increased labor costs;

•the need to successfully formulate and implement succession plans for key members of our management team;

•impairment of our long-lived assets, goodwill, and/or intangible assets;

•cost and availability of raw materials, including wood fiber and glues and resins;

•cost of compliance with government regulations, in particular environmental regulations;

•our ability to successfully and efficiently complete and integrate acquisitions;

•declines in demand for our products due to competing technologies or materials, as well as changes in building code provisions;

•substantial ongoing capital investment costs, including those associated with recent acquisitions, and the difficulty in offsetting fixed costs related to those investments;

•the cost and availability of third-party transportation services used to deliver the goods we manufacture and distribute, as well as our raw materials;

•exposure to product liability, product warranty, casualty, construction defect, and other claims;

•the impact of actuarial assumptions, investment return on pension assets, and regulatory activity on pension costs and pension funding requirements,

•our indebtedness, including the possibility that we may not generate sufficient cash flows from operations or that future borrowings may not be available in amounts sufficient to fulfill our debt obligations and fund other liquidity needs;

•change in interest rate of our debt;

•restrictive covenants contained in our debt agreements;

•fluctuations in the market for our equity; and

•the other factors described in "Item 1A. Risk Factors" in our 2019 Form 10-K and in this Form 10-Q.

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Our Operating Results

The following tables set forth our operating results in dollars and as a percentage of sales for the three and nine months ended September 30, 2020 and 2019:

Three Months Ended<br>September 30 Nine Months Ended<br>September 30
2020 2019 2020 2019
(millions)
Sales $ 1,589.3 $ 1,269.5 $ 4,002.6 $ 3,541.7
Costs and expenses
Materials, labor, and other operating expenses (excluding depreciation) 1,261.7 1,078.9 3,302.9 3,026.4
Depreciation and amortization 20.0 21.0 75.3 59.6
Selling and distribution expenses 122.9 106.6 325.9 292.5
General and administrative expenses 26.1 18.6 60.9 52.1
Loss on curtailment of facility — — 1.7 —
Other (income) expense, net 0.1 (0.4) 0.1 (0.6)
1,430.7 1,224.6 3,766.7 3,430.0
Income from operations $ 158.6 $ 44.9 $ 235.9 $ 111.7
(percentage of sales)
Sales 100.0 % 100.0 % 100.0 % 100.0 %
Costs and expenses
Materials, labor, and other operating expenses (excluding depreciation) 79.4 % 85.0 % 82.5 % 85.5 %
Depreciation and amortization 1.3 1.7 1.9 1.7
Selling and distribution expenses 7.7 8.4 8.1 8.3
General and administrative expenses 1.6 1.5 1.5 1.5
Loss on curtailment of facility — — — —
Other (income) expense, net — — — —
90.0 % 96.5 % 94.1 % 96.8 %
Income from operations 10.0 % 3.5 % 5.9 % 3.2 %

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Sales Volumes and Prices

Set forth below are historical U.S. housing starts data, segment sales volumes and average net selling prices for the principal products sold by our Wood Products segment, and sales mix and gross margin information for our Building Materials Distribution segment for the three and nine months ended September 30, 2020 and 2019.

Three Months Ended<br>September 30 Nine Months Ended<br>September 30
2020 2019 2020 2019
(thousands)
U.S. Housing Starts (a)
Single-family 283.9 243.3 715.6 674.1
Multi-family 104.3 105.1 300.6 289.4
388.2 348.4 1,016.2 963.5
(thousands)
Segment Sales
Wood Products $ 363,674 $ 325,102 $ 965,240 $ 978,881
Building Materials Distribution 1,437,683 1,145,621 3,621,940 3,150,750
Intersegment eliminations (212,044) (201,199) (584,573) (587,940)
Total sales $ 1,589,313 $ 1,269,524 $ 4,002,607 $ 3,541,691
Wood Products (millions)
Sales Volumes
Laminated veneer lumber (LVL) (cubic feet) 4.6 4.6 13.1 13.6
I-joists (equivalent lineal feet) 63 60 172 173
Plywood (sq. ft.) (3/8" basis) 316 343 948 1,022
Wood Products (dollars per unit)
Average Net Selling Prices
Laminated veneer lumber (LVL) (cubic foot) $ 18.14 $ 18.59 $ 18.33 $ 18.71
I-joists (1,000 equivalent lineal feet) 1,237 1,268 1,257 1,271
Plywood (1,000 sq. ft.) (3/8" basis) 428 254 328 271
(percentage of Building Materials Distribution sales)
Building Materials Distribution
Product Line Sales
Commodity 50.0 % 40.8 % 45.5 % 41.8 %
General line 33.6 % 39.7 % 36.7 % 38.3 %
Engineered wood 16.4 % 19.5 % 17.8 % 19.9 %
Gross margin percentage (b) 16.4 % 13.0 % 14.4 % 12.5 %

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(a)    Actual U.S. housing starts data reported by the U.S. Census Bureau.

(b)    We define gross margin as "Sales" less "Materials, labor, and other operating expenses (excluding depreciation)." Substantially all costs included in "Materials, labor, and other operating expenses (excluding depreciation)" for our Building Materials Distribution segment are for inventory purchased for resale. Gross margin percentage is gross margin as a percentage of segment sales.

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Sales

For the three months ended September 30, 2020, total sales increased $319.8 million, or 25%, to $1,589.3 million from $1,269.5 million during the three months ended September 30, 2019. For the nine months ended September 30, 2020, total sales increased by $460.9 million, or 13%, to $4,002.6 million from $3,541.7 million for the same period in the prior year. As described below, the increase in sales was driven by the changes in sales prices and volumes for the products we manufacture and distribute with single-family residential construction activity being the key demand driver of our sales. In third quarter 2020, U.S. housing starts increased 11%, with single-family starts up 17% from the same period in 2019. On a year-to-date basis through September 2020, total and single-family housing starts increased 5% and 6%, respectively, compared with the same period in 2019. Average composite lumber and average composite panel prices for the three months ended September 30, 2020, were 109% and 100% higher, respectively, than in the same period in the prior year, as reflected by Random Lengths composite lumber and panel pricing. For the nine months ended September 30, 2020, average composite lumber and average composite panel prices were 47% and 37% higher, respectively, compared with the same period in the prior year.

Wood Products.  Sales, including sales to our BMD segment, increased $38.6 million, or 12%, to $363.7 million for the three months ended September 30, 2020, from $325.1 million for the three months ended September 30, 2019. The increase in sales was driven primarily by higher plywood prices of 69%, resulting in increased sales of $54.9 million. Plywood demand in the third quarter far outpaced industry production levels, driving the sharp increase in pricing. In addition, higher sales volumes for I-joists of 5% resulted in increased sales of $3.8 million. These increases were offset partially by lower sales volumes for plywood and LVL of 8% and 2%, respectively, resulting in decreased sales of $7.0 million and $1.4 million, respectively. The lower volume for plywood sales reflects our continued work to optimize veneer into EWP production, as well as periodic short-term disruptions related to COVID-19. In addition, net sales prices for LVL and I-joists each decreased 2%, resulting in decreased sales of $2.0 million each.

For the nine months ended September 30, 2020, sales, including sales to our BMD segment, decreased $13.6 million, or 1%, to $965.2 million from $978.9 million for the same period in the prior year. The decrease in sales was driven primarily by decreases in sales volumes for plywood and LVL of 7% and 4%, respectively, resulting in decreased sales of $20.2 million and $8.9 million, respectively. In addition, net sales prices for LVL and I-joists decreased 2% and 1%, respectively, resulting in decreased sales of $5.0 million and $2.5 million, respectively. Lumber sales prices decreased 13%, resulting in decreased sales of $5.3 million. In addition, decreases in other sales, including by-products, freight, logs, and other EWP, contributed to the decrease in sales. These decreases were offset partially by higher sales prices for plywood of 21%, resulting in increased sales of $53.6 million. I-joists sales volumes were relatively flat compared with the prior year period.

Building Materials Distribution.  Sales increased $292.1 million, or 25%, to $1,437.7 million for the three months ended September 30, 2020, from $1,145.6 million for the three months ended September 30, 2019. Compared with the same quarter in the prior year, the overall increase in sales was driven by sales price increases of 25%, with relatively flat sales volumes. By product line, commodity sales increased 54%, or $251.1 million; general line product sales increased 6%, or $28.5 million; and sales of EWP (substantially all of which are sourced through our Wood Products segment) increased 6%, or $12.5 million.

During the nine months ended September 30, 2020, sales increased $471.2 million, or 15%, to $3,621.9 million from $3,150.8 million for the same period in the prior year. Compared with the same period in the prior year, the overall increase in sales was driven by sales price and sales volume increases of 10% and 5%, respectively. By product line, commodity sales increased 25%, or $332.4 million; general line product sales increased 10%, or $120.8 million; and sales of EWP increased 3%, or $18.0 million.

Costs and Expenses

Materials, labor, and other operating expenses (excluding depreciation) increased $182.8 million, or 17%, to $1,261.7 million for the three months ended September 30, 2020, compared with $1,078.9 million during the same period in the prior year. In our Wood Products segment, materials, labor, and other operating expenses decreased, due to lower sales volumes, offset partially by higher per-unit costs of OSB (used in the manufacture of I-joists) and logs of approximately 43% and 3%, compared with third quarter 2019. Materials, labor, and other operating expenses as a percentage of sales (MLO rate) in our Wood Products segment decreased by 1,320 basis points, which was primarily due to higher plywood sales prices, resulting in improved leveraging of other manufacturing costs, labor costs, and wood fiber costs. In BMD, materials, labor, and other operating expenses increased, driven by higher purchased materials costs as a result of higher commodity prices. However, the BMD segment MLO rate improved 340 basis points compared with the third quarter 2019 due primarily to improved gross margin percentages for our commodity product sales, driven by an increasing commodity price environment during the third quarter 2020.

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For the nine months ended September 30, 2020, materials, labor, and other operating expenses (excluding depreciation), increased $276.5 million or 9%, to $3,302.9 million, compared with $3,026.4 million in the same period in the prior year. In our Wood Products segment, materials, labor, and other operating expenses decreased, due to lower sales volumes, offset partially by higher per-unit costs of OSB and logs of 26% and 1%, respectively, compared with the first nine months of 2019. The MLO rate in our Wood Products segment decreased by 640 basis points, which was primarily due to higher plywood sales prices, resulting in improved leveraging of manufacturing costs, including labor costs. In BMD, the increase in materials, labor, and other operating expenses was driven by higher purchased materials costs as a result of higher commodity prices and higher sales volumes, compared with the first nine months of 2019. However, the BMD segment MLO rate improved 190 basis points compared with the first nine months of 2019 due primarily to improved gross margin percentages for our commodity product sales, driven by an increasing commodity price environment during most of the first nine months of 2020.

Depreciation and amortization expenses decreased $0.9 million, or 4%, to $20.0 million for the three months ended September 30, 2020, compared with $21.0 million during the same period in the prior year. For the nine months ended September 30, 2020, these expenses increased $15.6 million, or 26%, to $75.3 million, compared with $59.6 million in the same period in the prior year, due primarily to recording accelerated depreciation of $15.0 million in first quarter 2020 to fully depreciate the curtailed I-joist production assets at our Roxboro, North Carolina facility. For additional information, see Note 5, Curtailment of Manufacturing Facility, of the Condensed Notes to Unaudited Quarterly Consolidated Financial Statements in "Item 1. Financial Statements" of this Form 10-Q.

Selling and distribution expenses increased $16.3 million, or 15%, to $122.9 million for the three months ended September 30, 2020, compared with $106.6 million during the same period in the prior year, due primarily to higher employee-related expenses, mostly incentive compensation, of $16.3 million, offset partially by lower travel and entertainment expenses of $2.0 million. For the nine months ended September 30, 2020, selling and distribution expenses increased $33.5 million, or 11%, to $325.9 million, compared with $292.5 million during the same period in 2019, due primarily to higher employee-related expenses, mostly incentive compensation, of $29.7 million, as well as higher shipping and handling costs of $1.6 million. These increases were offset partially by lower travel and entertainment expenses of $4.1 million.

General and administrative expenses increased $7.5 million, or 40%, to $26.1 million for the three months ended September 30, 2020, compared with $18.6 million for the same period in the prior year. For the nine months ended September 30, 2020, general and administrative expenses increased $8.8 million, or 17%, to $60.9 million, compared with $52.1 million during the same period in 2019. The increases for both periods were primarily a result of higher employee-related expenses, mostly incentive compensation, offset partially by lower discretionary expenses, including travel and entertainment expenses and professional fees.

For the nine months ended September 30, 2020, loss on curtailment of facility was $1.7 million, representing various closure-related costs from the permanent curtailment of I-joist production at our Roxboro, North Carolina facility. For additional information, see Note 5, Curtailment of Manufacturing Facility, of the Condensed Notes to Unaudited Quarterly Consolidated Financial Statements in "Item 1. Financial Statements" of this Form 10-Q.

Income From Operations

Income from operations increased $113.7 million to $158.6 million for the three months ended September 30, 2020, compared with $44.9 million for the three months ended September 30, 2019. Income from operations increased $124.2 million to $235.9 million for the nine months ended September 30, 2020, compared with $111.7 million for the nine months ended September 30, 2019.

Wood Products.  Segment income increased $50.4 million to $66.0 million for the three months ended September 30, 2020, compared with $15.6 million for the three months ended September 30, 2019. The increase in segment income was due primarily to higher plywood sales prices, offset partially by higher wood fiber costs, as well as lower net sales prices of EWP. In addition, selling and distribution expenses and general and administrative expenses increased $2.0 million and $1.7 million, respectively.

For the nine months ended September 30, 2020, segment income increased $40.7 million to $86.9 million from $46.1 million for the nine months ended September 30, 2019. The increase in segment income was due primarily to higher plywood sales prices and lower manufacturing costs. These improvements were offset partially by accelerated depreciation of $15.0 million and other closure-related costs of $1.7 million at our Roxboro, North Carolina facility, as well as lower EWP and

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lumber prices. In addition, selling and distribution expenses and general and administrative expenses increased $1.9 million and $1.1 million, respectively.

Building Materials Distribution.  Segment income increased $69.2 million to $107.9 million for the three months ended September 30, 2020, from $38.7 million for the three months ended September 30, 2019. The increase in segment income was driven by a gross margin increase of $86.7 million, resulting primarily from improved gross margins on commodity products compared with third quarter 2019. The margin improvement was offset partially by increased selling and distribution expenses and general and administrative expenses of $14.3 million and $2.5 million, respectively.

For the nine months ended September 30, 2020, segment income increased $90.4 million to $180.4 million from $90.0 million for the nine months ended September 30, 2019. The increase in segment income was driven by a gross margin increase of $127.6 million resulting primarily from improved gross margins on commodity products, as well as higher sales of general line products compared with the first nine months of 2019. The margin improvement was offset partially by increased selling and distribution expenses and general and administrative expenses of $31.5 million and $4.2 million, respectively.

Corporate.  Unallocated corporate expenses increased $6.0 million to $15.4 million from $9.4 million for the three months ended September 30, 2020, compared with the same period in the prior year. For the nine months ended September 30, 2020, unallocated corporate expenses increased $7.0 million to $31.4 million from $24.4 million for the nine months ended September 30, 2019. The increases for both periods were due primarily to higher incentive compensation and business interruption losses. As part of our self-insured risk retention program, corporate absorbed approximately $3.2 million of estimated business interruption losses at Wood Products facilities in third quarter 2020. The losses resulted from downtime at our Louisiana manufacturing facilities due to Hurricane Laura and from a fire-related production disruption at our Chester, South Carolina, plywood plant.

Other

Change in fair value of interest rate swaps. For information related to our interest rate swaps, see the discussion under "Interest Rate Risk and Interest Rate Swaps" of Note 2, Summary of Significant Accounting Policies, of the Condensed Notes to Unaudited Quarterly Consolidated Financial Statements in "Item 1. Financial Statements" of this Form 10-Q.

Loss on extinguishment of debt. In connection with the issuance of the $400 million of 4.875% senior notes due July 1, 2030 (2030 Notes), we commenced a tender offer to purchase any and all of our $350 million aggregate principal amount of 5.625% senior notes due September 1, 2024 (2024 Notes) then outstanding. On July 27, 2020, we accepted for purchase an aggregate principal amount of $212.5 million of the 2024 Notes that were tendered. On September 1, 2020, we redeemed the remaining $137.5 million in aggregate principal amount of the 2024 Notes outstanding. In connection with these transactions, we recognized a pre-tax loss on the extinguishment of debt of $14.0 million during third quarter 2020. The loss includes $10.8 million in debt extinguishment premium payments and $3.2 million for the write-off of unamortized deferred financing costs. For more information related to our indebtedness, see Note 6, Debt, of the Condensed Notes to Unaudited Quarterly Consolidated Financial Statements in "Item 1. Financial Statements" of this Form 10-Q.

Income Tax Provision

For the three and nine months ended September 30, 2020, we recorded $34.6 million and $50.0 million, respectively, of income tax expense and had an effective rate of 25.1% in both periods. For the three and nine months ended September 30, 2019, we recorded $9.7 million and $22.6 million, respectively, of income tax expense and had an effective rate of 26.2% and 25.4%, respectively. For all periods, the primary reason for the difference between the federal statutory income tax rate of 21% and the effective tax rate was the effect of state taxes.

Industry Mergers and Acquisitions

On August 27, 2020, Builders FirstSource, Inc. (BFS) and BMC Stock Holdings (BMC) announced a definitive merger agreement. The merger is expected to close in late 2020 or early 2021. BFS and BMC are both customers of ours. We believe we have good relationships with these customers. However, until this transaction closes, we cannot assess the impact, if any, this customer combination may have on our future results of operations.

Liquidity and Capital Resources

We ended third quarter 2020 with $503.9 million of cash and cash equivalents and $443.6 million of debt. At September 30, 2020, we had $849.3 million of available liquidity (cash and cash equivalents and undrawn committed bank line availability). We generated $218.7 million of cash during the nine months ended September 30, 2020, as cash provided by

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operations and issuances of long-term debt were offset partially by debt payments, capital spending, dividends paid on our common stock, and tax withholding payments on stock-based awards. Further descriptions of our cash sources and uses for the nine month comparative periods are noted below.

We believe that our cash flows from operations, combined with our current cash levels and available borrowing capacity, will be adequate to fund debt service requirements and provide cash, as required, to support our ongoing operations, capital expenditures, funding of acquisitions, lease obligations, working capital, and to pay cash dividends to holders of our common stock over the next 12 months. We expect to fund our seasonal and intra-month working capital requirements in the remainder of 2020 from cash on hand and, if necessary, borrowings under our revolving credit facility.

Sources and Uses of Cash

We generate cash primarily from sales of our products, as well as short-term and long-term borrowings. Our primary uses of cash are for expenses related to the manufacture and distribution of building products, including inventory purchased for resale, wood fiber, labor, energy, and glues and resins. In addition to paying for ongoing operating costs, we use cash to invest in our business, service our debt and pension obligations, pay dividends, repurchase our common stock, and meet our contractual obligations and commercial commitments. Below is a discussion of our sources and uses of cash for operating activities, investing activities, and financing activities.

Nine Months Ended<br>September 30
2020 2019
(thousands)
Net cash provided by operations $ 293,771 $ 194,750
Net cash used for investment (46,431) (64,788)
Net cash used for financing (28,642) (15,190)

Operating Activities

For the nine months ended September 30, 2020, our operating activities generated $293.8 million of cash, compared with $194.8 million of cash generated in the same period in 2019. The $99.0 million increase in cash provided by operations was due primarily to an improvement in income from operations. See "Our Operating Results" in this Management's Discussion and Analysis of Financial Condition and Results of Operations for more information related to factors affecting our operating results. In addition, cash provided by operations increased due to a decrease in working capital of $41.2 million during the nine months ended September 30, 2020, compared with a $30.0 million decrease for the same period in the prior year. These increases were offset partially by cash paid for taxes, net of refunds received, of $35.3 million during the nine months ended September 30, 2020, compared with income tax refunds received, net of taxes paid, of $7.1 million in the same period a year ago. In addition, pension contributions increased $11.3 million compared to the prior year.

The change in working capital during both periods was primarily attributable to higher accounts payable and decreased inventories, offset by higher receivables. The increase in accounts payable and accrued liabilities provided $213.9 million of cash during the nine months ended September 30, 2020, compared with $66.1 million in the same period a year ago. During both periods, extended terms offered by major vendors to our Building Materials Distribution segment and seasonally higher purchasing activity contributed to the increase in accounts payable. During the nine months ended September 30, 2020, accrued liabilities also increased due to higher incentive compensation accruals for 2020. The increase in accounts payable during the nine months ended September 30, 2019, was offset partially by decreases in accrued liabilities, most notably annual employee incentive compensation payouts made during the period and lower incentive compensation accruals for 2019. During the nine months ended September 30, 2020, distribution inventories decreased due to stronger than expected demand and higher inventory turns, while manufacturing inventories decreased due to strong-end product demand, lower log inventory, and reduced production levels in response to periodic short-term disruptions at many locations due to COVID-19 and hurricanes in the Southeastern U.S. Both businesses have continued to manage their inventory levels in response to the volatility in demand caused by the COVID-19 pandemic. During the nine months ended September 30, 2019, inventories decreased, as weak commodity pricing in 2019 resulted in lower inventory values in our Building Materials Distribution segment, and as inventory levels at the end of 2018 were seasonally higher than normal with slower sales in the second half of 2018 due to slower housing activity and declining commodity prices. The increases in receivables in both periods primarily reflect increased sales of approximately 70% and 36%, comparing sales for the months of September 2020 and 2019 with sales for the months of December 2019 and 2018, respectively.

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Investment Activities

During the nine months ended September 30, 2020 and 2019, we used $47.0 million and $53.2 million, respectively, of cash for purchases of property and equipment, including business improvement and quality/efficiency projects, replacement and expansion projects, and ongoing environmental compliance. In addition, during the nine months ended September 30, 2019, we used $15.7 million for acquisitions, offset partially by asset sale proceeds of $2.5 million from the sale of a hardwood plywood facility located in Moncure, North Carolina.

In response to the uncertainty of the impacts of COVID-19, we reduced our planned capital spending for 2020 from our previously expected range of $85-to-$95 million to $60-to-$75 million. Included in our 2020 capital spending is the completion of the log utilization center improvement project at our plywood and veneer facility in Florien, Louisiana and BMD's door shop expansion in Dallas, Texas, as well as the purchase and improvement of a BMD property in Gallatin, Tennessee that expands our service capabilities in the Nashville market. This level of capital expenditures could increase or decrease as a result of a number of factors, including our financial results and future economic conditions. We expect our capital spending, excluding acquisitions, to be approximately $80-to-$90 million in 2021.

Financing Activities

During the nine months ended September 30, 2020, our financing activities used $28.6 million of cash, compared with $15.2 million of cash used in the same period in 2019, as further discussed below.

On July 27, 2020, we issued $400 million of 2030 Notes. With proceeds from the 2030 Notes issuance, we retired our $350 million of 2024 Notes and paid-off our American AgCredit term loan of $45.0 million. In connection with the retirement of the 2024 Notes, we made debt extinguishment premium payments of $10.8 million.

During the nine months ended September 30, 2020, our financing activities also used $12.6 million for common stock dividend payments, $6.2 million for financing costs related to the 2030 Notes, and $3.3 million of tax withholding payments on stock-based awards. During the nine months ended September 30, 2020, we did not borrow under our revolving credit facility, and therefore have no borrowings outstanding on the facility as of September 30, 2020.

On March 13, 2020, we negotiated an extension of our $350 million revolving credit agreement and our related $50 million term loan. As of September 30, 2020, we have no debt maturities prior to 2025.

During the nine months ended September 30, 2019, our financing activities used $15.2 million of cash, including $11.1 million for common stock dividend payments and $3.6 million of tax withholding payments on stock-based awards. During the nine months ended September 30, 2019, we also borrowed $5.5 million under our revolving credit facility to fund intra-month working capital needs, which were subsequently repaid during the same period with cash on hand.

Future quarterly dividend declarations, including amount per share, record date and payment date, will be made at the discretion of our board of directors and will depend upon, among other things, legal capital requirements and surplus, our future operations and earnings, general financial condition, contractual obligations, restrictions imposed by our asset-based credit facility, term loan, and the indenture governing our senior notes, applicable laws, and other factors that our board of directors may deem relevant.

For more information related to our debt transactions and structure, and our dividend policy, see the discussion in Note 6, Debt, and Note 10, Stockholders' Equity, respectively, of the Condensed Notes to Unaudited Quarterly Consolidated Financial Statements in "Item 1. Financial Statements" of this Form 10-Q.

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Contractual Obligations

For information about contractual obligations, see Contractual Obligations in "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations" in our 2019 Form 10-K. As of September 30, 2020, there have been no material changes in contractual obligations outside the ordinary course of business since December 31, 2019, except for the items noted in the table below.

Payments Due by Period
Remainder<br>2020 2021-2022 2023-2024 Thereafter Total
(millions)
Long-term debt (a) $ — $ — $ — $ 450.0 $ 450.0
Interest (b) 0.1 38.5 39.9 117.2 195.7
$ 0.1 $ 38.5 $ 39.9 $ 567.2 $ 645.7

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(a)    These borrowings are further explained in Note 6, Debt, of the Condensed Notes to Unaudited Quarterly Consolidated Financial Statements in "Item 1. Financial Statements" of this Form 10-Q. The table assumes our long-term debt is held to maturity. In addition, on March 13, 2020, we decreased the maximum amount available under our revolving credit facility from $370 million to $350 million.

(b)    Amounts represent estimated interest payments on the 2030 Notes and ABL Term Loan as of September 30, 2020, assuming these instruments are held to maturity. Unused commitment fees and letter of credit fees payable under the Revolving Credit Facility are excluded from the table above. In addition, we have excluded our interest rate swaps from interest in the table above. For information regarding average pay rates and average receive rates on our interest rate swaps, see "Financial Instruments" included in this "Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations" of this Form 10-Q.

We have also announced to plan participants our intention to terminate the Pension Plan (Plan Termination). In conjunction with the Plan Termination, we froze accrual of all benefits on our Pension Plan effective August 31, 2020. We do not expect the Plan Termination to result in a meaningful amount of additional cash contributions to the Pension Plan. For more information, see Note 6, Debt and Note 8, Retirement and Benefit Plans, of the Condensed Notes to Unaudited Quarterly Consolidated Financial Statements in "Item 1. Financial Statements" of this Form 10-Q.

Off-Balance-Sheet Activities

At September 30, 2020, and December 31, 2019, we had no material off-balance-sheet arrangements with unconsolidated entities.

Guarantees

Note 10, Debt, and Note 18, Commitments, Legal Proceedings and Contingencies, and Guarantees, of the Notes to Consolidated Financial Statements in "Item 8. Financial Statements and Supplementary Data" in our 2019 Form 10-K describe the nature of our guarantees, including the approximate terms of the guarantees, how the guarantees arose, the events or circumstances that would require us to perform under the guarantees, and the maximum potential undiscounted amounts of future payments we could be required to make. As of September 30, 2020, there have been no material changes to the guarantees disclosed in our 2019 Form 10-K, except for debt transactions disclosed in Note 6, Debt, of the Condensed Notes to Unaudited Quarterly Consolidated Financial Statements in "Item 1. Financial Statements" of this Form 10-Q.

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Seasonal Influences

We are exposed to fluctuations in quarterly sales volumes and expenses due to seasonal factors. These seasonal factors are common in the building products industry. Seasonal changes in levels of building activity affect our building products businesses, which are dependent on housing starts, repair-and-remodeling activities, and light commercial construction activities. We typically report lower sales in the first and fourth quarters due to the impact of poor weather on the construction market, and we generally have higher sales in the second and third quarters, reflecting an increase in construction due to more favorable weather conditions. We typically have higher working capital in the first and second quarters in preparation and response to the building season. Seasonally cold weather increases costs, especially energy consumption costs, at most of our manufacturing facilities.

Employees

As of October 18, 2020, we had approximately 5,900 employees. Approximately 23% of these employees work pursuant to collective bargaining agreements. As of October 18, 2020, we had ten collective bargaining agreements. Four agreements, covering approximately 400 employees at our Elgin plywood plant and Kettle Falls plywood plant, expired on May 31, 2020, but the terms and conditions of those agreements remain in effect pending negotiation of new agreements. We may not be able to renew these agreements or may renew them on terms that are less favorable to us than the current agreements. In addition, an agreement covering approximately 20 employees at our Billings BMD facility is set to expire on March 31, 2021, and two agreements covering approximately 740 employees at our Oakdale and Florien plywood plants are set to expire on July 15, 2021. If any of these agreements are not renewed or extended upon their termination, we could experience a material labor disruption, strike, or significantly increased labor costs at one or more of our facilities, either in the course of negotiations of a labor agreement or otherwise. Labor disruptions or shortages could prevent us from meeting customer demands or result in increased costs, thereby reducing our sales and profitability.

On October 16, 2020, we issued a WARN Act notice to our Elgin, Oregon employees in order to ensure that all employees are aware it is possible the mill will have to reduce production levels beginning on or about January 1, 2021. Our ongoing ability to use waste and storm water has been modified by the Oregon Department of Environmental Quality (ODEQ). The new permit constraints create uncertainty around the future operations at the site. We have significantly reduced our purchases of logs for the Elgin operation considering the uncertainty created by the change in environmental constraints and possible curtailment. At the current time, we do not expect to have enough logs available to operate throughout the entire winter even if the open concerns with ODEQ are favorably resolved before the end of the year.

Disclosures of Financial Market Risks

In the normal course of business, we are exposed to financial risks such as changes in commodity prices, interest rates, and foreign currency exchange rates. As of September 30, 2020, there have been no material changes to financial market risks disclosed in our 2019 Form 10-K, except for interest rate swap transactions disclosed in Interest Rate Risk and Interest Rate Swaps of Note 2, Summary of Significant Accounting Policies, of the Condensed Notes to Unaudited Quarterly Financial Statements in "Item 1. Financial Statements" of this Form 10-Q.

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Financial Instruments

The table below provides information as of September 30, 2020, about our financial instruments that are sensitive to changes in interest rates. The table presents principal cash flows and related weighted average interest rates by expected maturity dates. For obligations with variable interest rate sensitivity, the table sets forth payout amounts based on September 30, 2020 rates and does not attempt to project future rates. Other instruments subject to market risk, such as obligations for pension plans and other postretirement benefits, are not reflected in the table.

September 30, 2020
2020 2021 2022 2023 2024 There-<br> after Total Fair<br>  Value (b)
(millions, other than percentages)
Long-term debt
Fixed-rate debt payments (a)
Senior Notes $ — $ — $ — $ — $ — 400.0 $ 400.0 $ 430.0
Average interest rates — — — — — 4.875 % 4.875 % —
Variable-rate debt payments (a)
Term Loan $ — $ — $ — $ — $ — $ 50.0 $ 50.0
Average interest rates — — — — — 0.9 % 0.9 % —

All values are in US Dollars.

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(a)    These obligations are further explained in Note 6, Debt, of the Condensed Notes to Unaudited Quarterly Consolidated Financial Statements in "Item 1. Financial Statements" of this Form 10-Q. The table assumes our long-term debt is held to maturity.

(b)    We estimated the fair value using quoted market prices of our debt in inactive markets.

The table below provides information as of September 30, 2020, about our interest rate swaps. For information on interest rate swaps, see Interest Rate Risk and Interest Rate Swaps of Note 2, Summary of Significant Accounting Policies, of the Condensed Notes to Unaudited Quarterly Financial Statements in "Item 1. Financial Statements" of this Form 10-Q. The following is information about the notional amount and interest rate by contractual maturity date for our interest rate swap agreements, as well as the fair value of the liability at September 30, 2020:

September 30, 2020
2020 2021 2022 2023 2024 There-<br> after Total Fair<br>Value
(millions, other than percentages)
Interest rate swaps
Variable to fixed notional amount $ — $ — 50.0 $ — $ — 50.0 $ 100.0 $ (0.8)
Average pay rate (a) — — 1.0 — — 0.4 0.7 % —
Average receive rate (b) — — 0.2 — — 0.2 0.2 % —

All values are in US Dollars.

_______________________________________

(a)    Represents the weighted average actual fixed interest rate payable on our interest rate swaps.

(b)    Represents the weighted average variable interest rate receivable on our interest rate swaps at September 30, 2020.

Environmental

As of September 30, 2020, there have been no material changes to environmental issues disclosed in our 2019 Form 10-K, except as disclosed in “Employees” in this “Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations" of this Form 10-Q. For additional information, see Environmental in "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations" in our 2019 Form 10-K.

Critical Accounting Estimates

Critical accounting estimates are those that are most important to the portrayal of our financial condition and results. These estimates require management's most difficult, subjective, or complex judgments, often as a result of the need to estimate

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matters that are inherently uncertain. We review the development, selection, and disclosure of our critical accounting estimates with the Audit Committee of our board of directors. For information about critical accounting estimates, see Critical Accounting Estimates in "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations" in our 2019 Form 10-K. At September 30, 2020, there have been no material changes to our critical accounting estimates from those disclosed in our 2019 Form 10-K.

New and Recently Adopted Accounting Standards

For information related to new and recently adopted accounting standards, see "New and Recently Adopted Accounting Standards" in Note 2, Summary of Significant Accounting Policies, of the Condensed Notes to Unaudited Quarterly Consolidated Financial Statements in "Item 1. Financial Statements" in this Form 10-Q.

ITEM 3.          QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

For information relating to quantitative and qualitative disclosures about market risk, see the discussion under "Item 7A. Quantitative and Qualitative Disclosures About Market Risk" and under the headings "Disclosures of Financial Market Risks" and "Financial Instruments" in "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations" in our 2019 Form 10-K. As of September 30, 2020, there have been no material changes in our exposure to market risk from those disclosed in our 2019 Form 10-K, except as disclosed in "Disclosures of Financial Market Risks" and “Financial Instruments” in "Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations" of this Form 10-Q.

ITEM 4.          CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

We maintain "disclosure controls and procedures," as defined in Rule 13a-15(e) under the Exchange Act. We have designed these controls and procedures to reasonably assure that information required to be disclosed in our reports filed or submitted under the Exchange Act, such as this Form 10-Q, is recorded, processed, summarized, and reported within the time periods specified in the Securities and Exchange Commission's rules and forms. We have also designed our disclosure controls to provide reasonable assurance that such information is accumulated and communicated to our senior management, including our chief executive officer (CEO) and our chief financial officer (CFO), as appropriate, to allow them to make timely decisions regarding our required disclosures. Based on an evaluation of our disclosure controls and procedures, our CEO and CFO have concluded that as of September 30, 2020, our disclosure controls and procedures were effective in meeting the objectives for which they were designed.

Changes in Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting that occurred during the three months ended September 30, 2020, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II—OTHER INFORMATION

ITEM 1.          LEGAL PROCEEDINGS

We are a party to legal proceedings that arise in the ordinary course of our business, including commercial liability claims, premises claims, environmental claims, and employment-related claims, among others. As of the date of this filing, we believe it is not reasonably possible that any of the legal actions against us will, individually or in the aggregate, have a material adverse effect on our financial position, results of operations, or cash flows.

ITEM 1A.       RISK FACTORS

This report on Form 10-Q contains forward-looking statements. Statements that are not historical or current facts, including statements about our expectations, anticipated financial results, projected capital expenditures, and future business prospects, are forward-looking statements. You can identify these statements by our use of words such as "may," "will," "expect," "believe," "should," "plan," "anticipate," and other similar expressions. You can find examples of these statements throughout this report, including "Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations." We cannot guarantee that our actual results will be consistent with the forward-looking statements we make in this report. You should review carefully the risk factors listed in "Item 1A. Risk Factors" in our 2019 Form 10-K, as well as those factors listed in other documents we file with the Securities and Exchange Commission and the risk factors below related to the impact of COVID-19. We do not assume an obligation to update any forward-looking statement.

The full effect of the COVID-19 pandemic on our business is currently unknown but it may adversely affect our business and operating results.

The full impacts of the global emergence of COVID-19 on our business and financial results remain unknown. We continue to conduct business with modifications to our manufacturing production levels, mill and distribution center housekeeping and cleanliness protocols, employee travel, employee work locations, and virtualization or cancellation of certain sales and marketing events, among other modifications. Companies and various governmental agencies have taken precautionary and preemptive actions to address COVID-19, and further actions may yet be taken that alter our normal business operations as well as those in our industry. The U.S. Department of Homeland Security (DHS) has continued to designate the forest products industry, and thereby wood products manufacturing and building materials distribution, as part of the Essential Critical Infrastructure Workforce. However, state and local agencies are not mandated to follow the DHS designations, and in certain geographies across the U.S., additional restrictions have been imposed that further limit or preclude residential construction activity. Furthermore, a re-acceleration of COVID-19 cases could prompt state or local officials to reinstitute restrictions that could limit or constrain building activity. All of our manufacturing and distribution facilities are operating, but we have experienced periodic disruptions at many locations due to COVID-19. We may be required to implement temporary curtailments and to operate both manufacturing and distribution facilities at reduced levels, which would result in negative impacts on our business, financial condition, results of operations, and cash flows. In addition, the economic consequences of COVID-19 may adversely affect the pace of household formation rates and residential repair-and-remodeling activity due to high unemployment rates, lower wages, reduced consumer confidence, prospective home buyers' lack of ability to view homes in person, homebuyers' access to and cost of financing, and housing affordability, as well as other factors. We continue to actively monitor evolving developments and may take actions that alter our business operations as may be required by federal, state or local authorities, or that we determine are in the best interests of our associates, customers, suppliers, and stockholders.

A material disruption at one of our manufacturing facilities could prevent us from meeting customer demand, including the demand from our Building Materials Distribution business, reduce our sales, and/or negatively affect our financial results.

Any of our manufacturing facilities, or any of our machines within an otherwise operational facility, could cease operations unexpectedly due to a number of events, including but not limited to:

•    labor difficulties, including the inability to staff our facilities due to the COVID-19 outbreak;

•equipment failure, particularly a press at one of our major EWP production facilities;

•    fires, floods, earthquakes, hurricanes, or other catastrophes;

•    unscheduled maintenance outages;

•    utility, information technology, telephonic, and transportation infrastructure disruptions;

•    other operational problems; or

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•    ecoterrorism or threats of ecoterrorism.

Any downtime or facility damage could prevent us from meeting customer demand for our products and/or require us to make unplanned capital expenditures. If our machines or facilities were to incur significant downtime, our ability to satisfy customer requirements would be impaired, resulting in lower sales and net income.

Because approximately 60% of our Wood Products sales in 2019 were to our Building Materials Distribution business, a material disruption at our Wood Products facilities would also negatively affect our Building Materials Distribution business. We are therefore exposed to a larger extent to the risk of disruption to our Wood Products manufacturing facilities due to our vertical integration and the resulting impact on our Building Materials Distribution business.

In addition, a number of our suppliers are subject to the manufacturing facility disruption risks noted above. Our suppliers' inability to produce the necessary raw materials for our manufacturing processes or supply the finished goods that we distribute through our Building Materials Distribution segment would adversely affect our results of operations, cash flows, and financial position.

Our long-lived assets, goodwill, and/or intangible assets may become impaired, which may require us to record non-cash impairment charges that could have a material impact on our results of operations.

We review the carrying value of long-lived assets for impairment when events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable. We also test goodwill in each of our reporting units and intangible assets with indefinite lives for impairment annually in the fourth quarter or sooner if events or changes in circumstances indicate that the carrying value of the asset may exceed fair value. To the extent that long-lived assets, goodwill, and/or intangible assets do not provide the future economic benefit we expect, it may result in non-cash impairment or accelerated depreciation charges. These non-cash impairments or accelerated depreciation charges could have a material impact on our results of operations in the period in which these charges are recognized.

Future events or circumstances such as sustained negative economic impact of the COVID-19 pandemic, declines in single-family housing starts, environmental regulations or restrictions, sustained periods of weak commodity prices, loss of key customers, capacity additions by competitors, changes in the competitive position of our products, or changes in raw materials or manufacturing costs that lead us to believe the long-lived asset will no longer provide a sufficient return on investment, could prompt decisions to invest capital differently than expected, sell facilities, or to curtail operations. Any of these factors, among others, could result in non-cash impairment or accelerated depreciation charges in the future with respect to the book value of certain assets and past investments we have made.

Adverse market conditions, including the inability of our customers to conduct operations due to the COVID-19 pandemic, may increase the credit risk from our customers.

Our Building Materials Distribution and Wood Products segments extend credit to numerous customers who are generally susceptible to the same economic business risks as we are, including the COVID-19 pandemic outbreak. Unfavorable market conditions or the inability of our customers to conduct operations due to the COVID-19 pandemic could result in financial failures of one or more of our significant customers. Furthermore, we may not necessarily be aware of any deterioration in our customers' financial position. If our customers' financial positions become impaired, our ability to fully collect receivables from such customers could be impaired and negatively affect our operating results, cash flow, and liquidity.

Product shortages, loss of key suppliers, and our dependence on third-party suppliers and manufacturers could affect our financial health.

Our ability to offer a wide variety of products to our Building Materials Distribution customers is dependent upon our ability to obtain adequate product supply from manufacturers and other suppliers. In most instances, the commodity products we sell are obtainable from various sources and in sufficient quantities with our customers purchasing decision focused primarily on price and availability. In the case of the general line and EWP products that we distribute, brand preference and product performance characteristics can have a high degree of influence on our customers purchasing decision. Supply chains, including key products purchased from our suppliers, may be disrupted during a pandemic outbreak such as COVID-19. In addition, although we have agreements in place with many of our suppliers, such agreements are generally terminable by either party on relatively short notice. The loss of, or a substantial decrease in the availability of, products from our suppliers or the loss of key supplier arrangements could adversely impact our financial condition, operating results, and cash flows.

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Our manufacturing operations may have difficulty obtaining wood fiber at favorable prices or at all.

Wood fiber is our principal raw material, which accounted for approximately 40% of the aggregate amount of materials, labor, and other operating expenses (excluding depreciation) for our Wood Products segment in 2019. Our primary source of wood fiber is logs. Log prices have been historically cyclical in response to changes in domestic and foreign demand and supply. Availability of harvested logs and fiber may be limited by pandemics, fire, insect infestation, disease, ice storms, windstorms, hurricanes, flooding, and other natural and man-made causes, thereby reducing supply and increasing prices. Sustained periods of high log costs may impair the cost competitiveness of our manufacturing facilities.

We also purchase OSB, which is used as the vertical web to assemble I-joists, from a supplier with multiple locations throughout North America. OSB accounted for approximately 5% of the aggregate amount of materials, labor, and other operating expenses (excluding depreciation) for our Wood Products segment in 2019. Wood fiber also includes, to a lesser extent than OSB, lumber purchased from third parties for I-joist production at our Canadian EWP facility and for production at our laminated beam plant in Idaho. Availability of these supplies may be limited due to the inability of our vendors to conduct operations due to the COVID-19 pandemic.

ITEM 2.          UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None.

ITEM 3.          DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4.          MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5.          OTHER INFORMATION

None.

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ITEM 6.          EXHIBITS

Filed With the Quarterly Report on Form 10-Q for the Quarter Ended September 30, 2020

Number Description
4.1 Indenture dated July 27, 2020, by and among Boise Cascade Company, the guarantors party thereto and U.S. Bank National Association, as trustee, governing the 4.875% Senior Notes due 2030
10.1 Seventh Amendment to Amended and Restated Credit Agreement, dated July 27, 2020, by and among the Lenders identified on the signature pages thereof, Wells Fargo Capital Finance , LLC, as administrative agent, Boise Cascade Company, and the other Borrowers identified on the signature pages thereof
31.1 CEO Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2 CFO Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1 CEO Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2 CFO Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS Inline XBRL Instance Document
101.SCH Inline XBRL Taxonomy Extension Schema Document
101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document
104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

BOISE CASCADE COMPANY
/s/ Kelly E. Hibbs
Kelly E. Hibbs<br>Vice President and Controller
(As Duly Authorized Officer and Chief Accounting Officer)

Date:  October 30, 2020

42

Document

Exhibit 4.1

_____________________________________________________________

BOISE CASCADE COMPANY

4.875% Senior Notes due 2030

________________

INDENTURE

Dated as of July 27, 2020

U.S. Bank National Association,

as Trustee

_______________________________________________________________

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Article 1 Page
DEFINITIONS AND INCORPORATION BY REFERENCE
SECTION 1.01.    DEFINITIONS 1
SECTION 1.02.    OTHER DEFINITIONS 34
SECTION 1.03. NO INCORPORATION BY REFERENCE OF TRUST INDENTURE ACT 35
SECTION 1.04.    RULES OF CONSTRUCTION 35
Article 2
NOTES
SECTION 2.01.    FORM AND DATING 36
SECTION 2.02.    EXECUTION AND AUTHENTICATION 36
SECTION 2.03.    REGISTRAR AND PAYING AGENT 37
SECTION 2.04.    PAYING AGENT TO HOLD MONEY IN TRUST 37
SECTION 2.05.    NOTEHOLDER LISTS 37
SECTION 2.06.    TRANSFER AND EXCHANGE 37
SECTION 2.07.    REPLACEMENT NOTES 38
SECTION 2.08.    OUTSTANDING NOTES 38
SECTION 2.09.    TEMPORARY NOTES 38
SECTION 2.10.    CANCELLATION 38
SECTION 2.11.    DEFAULTED INTEREST 39
SECTION 2.12.    CUSIP NUMBERS, ISIN NUMBERS, ETC. 39
SECTION 2.13.    ISSUANCE OF ADDITIONAL NOTES 39
SECTION 2.14.    SERIES OF NOTES 39
Article 3
REDEMPTION
SECTION 3.01.    NOTICES TO TRUSTEE 39
SECTION 3.02.    SELECTION OF NOTES TO BE REDEEMED 40
SECTION 3.03.    NOTICE OF REDEMPTION 40
SECTION 3.04.    EFFECT OF NOTICE OF REDEMPTION 41
SECTION 3.05.    DEPOSIT OF REDEMPTION PRICE 41
SECTION 3.06.    NOTES REDEEMED IN PART 42

i

Article 4
COVENANTS
SECTION 4.01.    PAYMENT OF NOTES 42
SECTION 4.02.    REPORTS 42
SECTION 4.03.    LIMITATION ON INDEBTEDNESS 44
SECTION 4.04.    LIMITATION ON RESTRICTED PAYMENTS 49
SECTION 4.05. LIMITATION ON RESTRICTIONS ON DISTRIBUTIONS FROM RESTRICTED SUBSIDIARIES 55
SECTION 4.06. LIMITATION ON SALES OF ASSETS AND SUBSIDIARY STOCK 56
SECTION 4.07.    LIMITATION ON AFFILIATE TRANSACTIONS 61
SECTION 4.08.    [RESERVED] 62
SECTION 4.09.    CHANGE OF CONTROL 63
SECTION 4.10.    LIMITATION ON LIENS 64
SECTION 4.11.    [RESERVED] 64
SECTION 4.12.    FUTURE GUARANTORS 64
SECTION 4.13.    [RESERVED] 65
SECTION 4.14.    COMPLIANCE CERTIFICATE 65
SECTION 4.15.    FURTHER INSTRUMENTS AND ACTS 65
SECTION 4.16.    COVENANT SUSPENSION 65
Article 5
SUCCESSOR COMPANY
SECTION 5.01.    MERGER OR TRANSFER OF ASSETS 67
Article 6
DEFAULTS AND REMEDIES
SECTION 6.01.    EVENTS OF DEFAULT 68
SECTION 6.02.    ACCELERATION 70
SECTION 6.03.    OTHER REMEDIES 71
SECTION 6.04.    WAIVER OF PAST DEFAULTS 71
SECTION 6.05.    CONTROL BY MAJORITY 71
SECTION 6.06.    LIMITATION ON SUITS 71
SECTION 6.07.    RIGHTS OF HOLDERS TO RECEIVE PAYMENT 72
SECTION 6.08.    COLLECTION SUIT BY TRUSTEE 72
SECTION 6.09.    TRUSTEE MAY FILE PROOFS OF CLAIM 72
SECTION 6.10.    PRIORITIES 72

ii

SECTION 6.11.    UNDERTAKING FOR COSTS 73
SECTION 6.12.    WAIVER OF STAY OR EXTENSION LAWS 73
Article 7
TRUSTEE
SECTION 7.01.    DUTIES OF TRUSTEE 73
SECTION 7.02.    RIGHTS OF TRUSTEE 74
SECTION 7.03.    INDIVIDUAL RIGHTS OF TRUSTEE 75
SECTION 7.04.    TRUSTEE’S DISCLAIMER 75
SECTION 7.05.    NOTICE OF DEFAULTS 75
SECTION 7.06.    [RESERVED] 75
SECTION 7.07.    COMPENSATION AND INDEMNITY 75
SECTION 7.08.    REPLACEMENT OF TRUSTEE 76
SECTION 7.09.    SUCCESSOR TRUSTEE BY MERGER 77
SECTION 7.10.    ELIGIBILITY; DISQUALIFICATION 77
SECTION 7.11.    [RESERVED] 77
Article 8
DISCHARGE OF INDENTURE; DEFEASANCE
SECTION 8.01. DISCHARGE OF LIABILITY ON NOTES; DEFEASANCE 78
SECTION 8.02.    CONDITIONS TO DEFEASANCE 79
SECTION 8.03.    APPLICATION OF TRUST MONEY 80
SECTION 8.04.    REPAYMENT TO ISSUER 80
SECTION 8.05.    INDEMNITY FOR GOVERNMENT OBLIGATIONS 80
SECTION 8.06.    REINSTATEMENT 80
Article 9
AMENDMENTS
SECTION 9.01.    WITHOUT CONSENT OF HOLDERS 80
SECTION 9.02.    WITH CONSENT OF HOLDERS 81
SECTION 9.03.    [RESERVED] 82
SECTION 9.04. REVOCATION AND EFFECT OF CONSENTS AND WAIVERS 82
SECTION 9.05.    NOTATION ON OR EXCHANGE OF NOTES 83
SECTION 9.06.    TRUSTEE TO SIGN AMENDMENTS 83
SECTION 9.07.    PAYMENT FOR CONSENT 83

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Article 10
NOTE GUARANTEES
SECTION 10.01.    GUARANTEES 83
SECTION 10.02.    LIMITATION ON LIABILITY 85
SECTION 10.03.    SUCCESSORS AND ASSIGNS 85
SECTION 10.04.    NO WAIVER 85
SECTION 10.05.    MODIFICATION 86
SECTION 10.06.    RELEASE OF GUARANTOR 86
SECTION 10.07.    CONTRIBUTION 86
SECTION 10.08.    EXECUTION AND DELIVERY OF GUARANTEE 87
Article 11
MISCELLANEOUS
SECTION 11.01.    [RESERVED] 87
SECTION 11.02.    NOTICES 87
SECTION 11.03.    [RESERVED] 88
SECTION 11.04. CERTIFICATE AND OPINION AS TO CONDITIONS PRECEDENT 88
SECTION 11.05. STATEMENTS REQUIRED IN CERTIFICATE OR OPINION 88
SECTION 11.06.    WHEN NOTES DISREGARDED 88
SECTION 11.07. RULES BY TRUSTEE, PAYING AGENT AND REGISTRAR 89
SECTION 11.08.    LEGAL HOLIDAYS 89
SECTION 11.09.    GOVERNING LAW 89
SECTION 11.10.    NO RECOURSE AGAINST OTHERS 89
SECTION 11.11.    SUCCESSORS 89
SECTION 11.12.    MULTIPLE ORIGINALS 89
SECTION 11.13.    TABLE OF CONTENTS; HEADINGS 89

Rule 144A/Regulation S Appendix

Exhibit 1 to Appendix        –    Form of Note

Exhibit A            –    Form of Notation of Guarantee

iv

INDENTURE dated as of July 27, 2020, by and among Boise Cascade Company, a Delaware corporation (the “Issuer”), each of the Guarantors (as defined below) from time to time party hereto and U.S. Bank National Association, a national banking association, as trustee (the “Trustee”).

Each party agrees as follows for the benefit of the other parties and for the equal and ratable benefit of the Holders of the Notes issued under this Indenture:

Article 1.

DEFINITIONS AND INCORPORATION BY REFERENCE

SECTION 1.01.    DEFINITIONS.

“Additional Assets” means:

(1)    any assets (other than working capital assets) used or useful in a Related Business;

(2)    the Capital Stock of a Person that becomes a Restricted Subsidiary as a result of the acquisition of such Capital Stock by the Issuer or a Restricted Subsidiary; or

(3)      Capital Stock constituting a minority interest in any Person that at such time is a Restricted Subsidiary;

provided, however, that any such Restricted Subsidiary described in clause (2) or (3) above is primarily engaged in a Related Business.

“Additional Notes” means Notes issued under this Indenture after the Issue Date and in compliance with Sections 2.13 and 4.03 hereof, it being understood that any Notes issued in exchange for or replacement of any Initial Note issued on the Issue Date shall not be an Additional Note.

“Affiliate” of any specified Person means any other Person, directly or indirectly, controlling or controlled by or under direct or indirect common control with such specified Person. For the purposes of this definition, “control” when used with respect to any Person means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms “controlling” and “controlled” have meanings correlative to the foregoing.

“Asset Disposition” means any sale, lease, transfer or other disposition (or series of related sales, leases, transfers or dispositions) by the Issuer or any Restricted Subsidiary, including any disposition by means of a merger, consolidation or similar transaction (each referred to for the purposes of this definition as a “disposition”), of:

(1)    any shares of Capital Stock of a Restricted Subsidiary (other than directors’ qualifying shares or shares required by applicable law to be held by a Person other than the Issuer or a Restricted Subsidiary); or

(2)     any other assets of the Issuer or any Restricted Subsidiary outside of the ordinary course of business of the Issuer or such Restricted Subsidiary,

other than:

(A)    a disposition between or among the Issuer and any Restricted Subsidiary;

(B)    for purposes of Section 4.06 hereof only, (i) a disposition that constitutes a Permitted Investment or Restricted Payment (or would constitute a Restricted Payment but for the exclusions from the definition thereof) and that is not prohibited by Section 4.04 hereof, (ii) a disposition of all or substantially all the assets of the Issuer in accordance with Section 5.01 hereof, and (iii) any transaction constituting a Change of Control;

(C)     a disposition of assets or Capital Stock, as the case may be, with a fair market value of less than $15.0 million;

(D)     a disposition of assets that are worn out, obsolete, uneconomic, surplus or damaged or no longer economically practical or commercially desirable to maintain or no longer used or useful in the business of the Issuer or any Restricted Subsidiary;

(E)     a disposition of cash or Cash Equivalents;

(F) the creation of a Lien (but not the sale or other disposition of the property subject to such Lien);

(G)     a transfer or sale of Receivables and Related Assets of the type specified in the definition of “Qualified Receivables Transaction” to a Receivables Subsidiary or to any other Person in connection with a Qualified Receivables Transaction or the creation of a Lien on any such Receivables or Related Assets in connection with a Qualified Receivables Transaction;

(H)     the sale or lease of products, services or accounts receivable or the licensing of intellectual property, in each case in the ordinary course of business;

(I) the sale of the Capital Stock, Indebtedness or other securities of an Unrestricted Subsidiary;

(J) the sale, transfer or other disposition of Hedging Obligations;

(K)     any surrender or waiver of contract rights or settlement, release, recovery on or surrender of contract, tort or other claims in the ordinary course of business;

(L)      any transfers of property subject to casualty or condemnation proceedings (including in lieu thereof) upon the receipt of the net cash proceeds therefor;

(M) foreclosure on assets or transfers by reason of eminent domain;

(N)      disposition of an account receivable in connection with the collection or compromise thereof;

(O)     any disposition of Capital Stock of a Restricted Subsidiary pursuant to an agreement or other obligation with or to a Person (other than the Issuer or a Restricted Subsidiary) from whom such Restricted Subsidiary was acquired, or from whom such Restricted Subsidiary acquired its business and assets (having been newly formed in connection with such acquisition), made as part of such acquisition and in each case comprising all or a portion of the consideration in respect of such sale or acquisition;

(P)      (i) dispositions of property to the extent that such property is exchanged for credit against the purchase price of similar replacement property that is promptly purchased, (ii) dispositions of property to the extent that the proceeds of such disposition are promptly applied to the purchase price of such replacement property (which replacement property is actually promptly purchased) and (iii) to the extent allowable under Section 1031 of the Code, any exchange of like property (excluding any boot thereon) for use in a Related Business;

(Q)     any financing transaction with respect to property constructed, acquired, replaced, repaired or improved (including any reconstruction, refurbishment, renovation and/or development of real property) by the Issuer or any Restricted Subsidiary after the Issue Date, including Sale/Leaseback Transactions and asset securitizations, permitted by this Indenture;

(R)     dispositions of Investments in joint ventures or similar entities to the extent required by, or made pursuant to customary buy/sell arrangements between, the parties to such joint venture set forth in joint venture arrangements and similar binding arrangements; and

(S)     the unwinding of any Hedging Obligations pursuant to its terms.

“Board of Directors” means (i) with respect to a Person that is a corporation, the board of directors of such Person or any committee thereof duly authorized to act on behalf of such board of directors, (ii) with respect to a Person that is a limited liability company, the managing member or members or any controlling committee of members of such Person or (iii) with respect to any other Person, any equivalent governing body.

“Business Day” means each day that is not a Legal Holiday.

“Calculation Adjustments” means the adjustments described in the proviso to the first paragraph (including subparagraphs (1) through (7)), and the second and third paragraphs of the definition of “Consolidated Coverage Ratio.”

“Capital Stock” of any Person means any and all shares, interests (including partnership interests and limited liability company units), rights to purchase, warrants, options, participations or other equivalents of or interests in (however designated) equity of such Person, including any Preferred Stock, but excluding any debt securities convertible into such equity.

“Cash Equivalents” means:

(1)     (a) United States dollars, Canadian dollars, pounds sterling, yen, Singapore dollars, Euros or any national currency of any member state of the European Union; or (b) any other foreign currency held by the Issuer and the Restricted Subsidiaries in the ordinary course of business;

(2)     securities issued or directly and fully Guaranteed or insured by the United States or Canadian governments, a member state of the European Union or, in each case, or any agency or instrumentality of the foregoing (provided that the full faith and credit obligation of such country or such member state is pledged in support thereof), having maturities of not more than two years from the date of acquisition;

(3)     certificates of deposit, time deposits, eurodollar time deposits, overnight bank deposits or bankers’ acceptances having maturities of not more than one year from the date of acquisition thereof issued by any lender or by any bank or trust company (a) whose commercial paper is rated at least “A-2” or the equivalent thereof by S&P or at least “P-2” or the equivalent thereof by Moody’s (or if at the time neither is issuing comparable ratings, then a comparable rating of another “nationally recognized statistical rating organization”) or (b) (in the event that the bank or trust company does not have commercial paper which is rated) having combined capital and surplus in excess of $100.0 million;

(4)     repurchase obligations for underlying securities of the types described in clauses (2), (3) and (7) entered into with any bank meeting the qualifications specified in clause (3) above;

(5)     securities with maturities of one year or less from the date of acquisition backed by standby letters of credit issued by any Person referenced in clause (3) above;

(6)      commercial paper and variable or fixed rate notes issued by a bank meeting the qualifications specified in clause (3) above (or by the parent company thereof) maturing within one year after the date of creation thereof or any commercial paper and variable or fixed rate note issued by, or guaranteed by a corporation rated at least (A) “A-1” or higher by S&P or “P-1” or higher by Moody’s (or, if at the time, neither is issuing comparable ratings, then a comparable rating of another “nationally recognized statistical rating organization” selected by the Issuer) maturing within two years after the date of creation thereof or (B) “A-2” or higher by S&P or “P-2” or higher by Moody’s (or, if at the time, neither is issuing comparable ratings, then a comparable rating of another “nationally recognized statistical rating organization” selected by the Issuer) maturing within one year after the date of creation thereof, or, in each case, if no rating is available in respect of the commercial paper or fixed rate notes, the issuer of which has an equivalent rating in respect of its long-term debt;

(7)     marketable short-term money market and similar securities having a rating of at least “A-2” or “P-2” from either S&P or Moody’s, respectively (or, if at the time,

neither is issuing comparable ratings, then a comparable rating of another “nationally recognized statistical rating organization” selected by the Issuer) and in each case maturing within 24 months after the date of creation or acquisition thereof;

(8)     readily marketable direct obligations issued by any state, commonwealth or territory of the United States of America, any province of Canada, any member of the European Union or any political subdivision, taxing authority or public instrumentality thereof, in each case, having one of the two highest ratings categories by S&P or Moody’s (or, if at the time, neither is issuing comparable ratings, then a comparable rating of another “nationally recognized statistical rating organization” selected by the Issuer) with maturities of not more than two years from the date of acquisition;

(9)     readily marketable direct obligations issued by any foreign government or any political subdivision, taxing authority or public instrumentality thereof, in each case, having one of the two highest ratings categories obtainable by S&P or Moody’s (or, if at the time, neither is issuing comparable ratings, then a comparable rating of another “nationally recognized statistical rating organization” selected by the Issuer) with maturities of not more than two years from the date of acquisition;

(10)     Investments with average maturities of 12 months or less from the date of acquisition in money market funds rated within the three highest ratings categories by S&P or Moody’s (or, if at the time, neither is issuing comparable ratings, then a comparable rating of another “nationally recognized statistical rating organization” selected by the Issuer);

(11)     with respect to any Foreign Subsidiary: (i) obligations of the national government of the country in which such Foreign Subsidiary maintains its chief executive office and principal place of business provided such country is a member of the Organization for Economic Cooperation and Development, in each case maturing within one year after the date of investment therein, (ii) certificates of deposit of bankers acceptance of, or time deposits with, any commercial bank which is organized and existing under the laws of the country in which such Foreign Subsidiary maintains its chief executive office and principal place of business provided such country is a member of the Organization for Economic Cooperation and Development, and whose short-term commercial paper rating from S&P is at least “A-1” or the equivalent thereof or from Moody’s is at least “P-1” or the equivalent thereof (any such bank being an “Approved Foreign Bank”), and in each case with maturities of not more than 270 days from the date of acquisition and (iii) the equivalent of demand deposit accounts which are maintained with an Approved Foreign Bank;

(12)     Indebtedness or Preferred Stock issued by Persons with a rating of “BBB−” or higher from S&P or “Baa3” or higher from Moody’s (or, if at the time, neither is issuing comparable ratings, then a comparable rating of another “nationally

recognized statistical rating organization” selected by the Issuer) with maturities of 24 months or less from the date of acquisition;

(13)     bills of exchange issued in the United States, Canada, a member state of the European Union or Japan eligible for rediscount at the relevant central bank and accepted by a bank (or any dematerialized equivalent);

(14)     investments in money market funds access to which is provided as part of “sweep” accounts maintained with any bank meeting the qualifications specified in clause (3) above;

(15)     investments in industrial development revenue bonds that (i) “re-set” interest rates not less frequently than quarterly, (ii) are entitled to the benefit of a remarketing arrangement with an established broker dealer and (iii) are supported by a direct pay letter of credit covering principal and accrued interest that is issued by any bank meeting the qualifications specified in clause (3) above;

(16)     investments in pooled funds or investment accounts consisting of investments in the nature described in the foregoing clause (15);

(17)     Cash Equivalents or instruments similar to those referred to in clauses (1) through (16) above denominated in Dollars or any Alternative Currency; and

(18)     interests in any investment company, money market, enhanced high yield fund or other investment fund which invests 90% or more of its assets in instruments of the types specified in clauses (1) through (17) above.

In the case of Investments by any Foreign Subsidiary that is a Restricted Subsidiary or Investments made in a country outside the United States of America, Cash Equivalents shall also include (a) investments of the type and maturity described in clauses (1) through (9) and clauses (11) through (14) above of foreign obligors, which Investments or obligors (or the parents of such obligors) have ratings described in such clauses or equivalent ratings from comparable foreign rating agencies and (b) other short-term investments utilized by Foreign Subsidiaries that are Restricted Subsidiaries in accordance with normal investment practices for cash management in investments analogous to the foregoing investments in clauses (1) through (14) above. Notwithstanding the foregoing, Cash Equivalents shall include amounts denominated in currencies other than those set forth in clause (1) above, provided that such amounts are converted into any currency listed in clause (1) as promptly as practicable and in any event within 10 Business Days following the receipt of such amounts. For the avoidance of doubt, any items identified as Cash Equivalents under this definition will be deemed to be Cash Equivalents for all purposes under this Indenture regardless of the treatment of such items under GAAP.

“Change of Control” means the occurrence of any of the following events:

(1)    any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act as in effect on the Issue Date) other than a Permitted Holder is or becomes the beneficial owner (as defined in Rules 13d-3 and 13d-5 under the

Exchange Act as in effect on the Issue Date, except that for purposes of this clause (1) such person or group shall be deemed to have beneficial ownership of all securities that such person or group has the right to acquire, whether presently or after the passage of time), directly or indirectly, of Capital Stock representing at least 50% of the aggregate Voting Stock of the Issuer; or

(2) the direct or indirect sale, lease, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of the assets of the Issuer and the Restricted Subsidiaries on a Consolidated Basis, in each case, to any “person” (as defined in clause (1) above) other than a Restricted Subsidiary or a Permitted Holder.

“Code” means the Internal Revenue Code of 1986, as amended.

“Commodity Agreement” means any forward contract, swap, option, hedge or other similar financial instrument or arrangement designed to protect against or otherwise manage fluctuations in commodity prices and not entered into for speculative purposes.

“Consolidated Basis” means the consolidated financial data of the Issuer and its Subsidiaries prepared in accordance with GAAP.

“Consolidated Coverage Ratio” as of any date of determination means the ratio of (a) the aggregate amount of EBITDA for the Measurement Period to (b) Consolidated Interest Expense for such Measurement Period; provided, however, that:

(1)    if the Issuer or any Restricted Subsidiary has Incurred any Indebtedness since the beginning of such period that remains outstanding or if the transaction giving rise to the need to calculate the Consolidated Coverage Ratio is an Incurrence of Indebtedness, or both, EBITDA and Consolidated Interest Expense for such period shall be calculated after giving effect on a pro forma basis to such Indebtedness as if such Indebtedness had been Incurred on the first day of such period;

(2)    if the Issuer or any Restricted Subsidiary has repaid, repurchased, defeased or otherwise discharged any Indebtedness since the beginning of such period or if any Indebtedness is to be repaid, repurchased, defeased or otherwise discharged (in each case other than Indebtedness Incurred under any revolving credit facility unless such Indebtedness has been permanently repaid and has not been replaced) on the date of the transaction giving rise to the need to calculate the Consolidated Coverage Ratio, EBITDA and Consolidated Interest Expense for such period shall be calculated on a pro forma basis as if such discharge had occurred on the first day of such period and as if the Issuer or such Restricted Subsidiary had not earned the interest income actually earned during such period in respect of cash or Cash Equivalents used to repay, repurchase, defease or otherwise discharge such Indebtedness;

(3) if since the beginning of such period the Issuer or any Restricted Subsidiary shall have made any Asset Disposition, EBITDA for such period shall be reduced by an amount equal to EBITDA (if positive) directly attributable to the assets that are the subject of such Asset Disposition for such period, or increased by an amount equal to

EBITDA (if negative), directly attributable thereto for such period and Consolidated Interest Expense for such period shall be reduced by an amount equal to the Consolidated Interest Expense directly attributable to any Indebtedness of the Issuer or any Restricted Subsidiary repaid, repurchased, defeased or otherwise discharged with respect to the Issuer and its continuing Restricted Subsidiaries in connection with such Asset Disposition for such period (or, if the Capital Stock of any Restricted Subsidiary is sold, the Consolidated Interest Expense for such period directly attributable to the Indebtedness of such Restricted Subsidiary to the extent the Issuer and its continuing Restricted Subsidiaries are no longer liable for such Indebtedness after such sale);

(4) if since the beginning of such period the Issuer or any Restricted Subsidiary (by merger or otherwise) shall have made an Investment in any Restricted Subsidiary (or any Person which becomes a Restricted Subsidiary) or an acquisition of assets, including any acquisition of assets occurring in connection with a transaction requiring a calculation to be made hereunder, that constitutes all or substantially all of an operating unit of a business, EBITDA and Consolidated Interest Expense for such period shall be calculated after giving pro forma effect thereto (including the Incurrence of any Indebtedness) as if such Investment or acquisition had occurred on the first day of such period;

(5) if since the beginning of such period any Person (that subsequently became a Restricted Subsidiary or was merged with or into the Issuer or any Restricted Subsidiary since the beginning of such period) shall have made any Asset Disposition, any Investment or acquisition of assets that would have required an adjustment pursuant to clause (3) or (4) above if made by the Issuer or a Restricted Subsidiary during such period, EBITDA and Consolidated Interest Expense for such period shall be calculated after giving pro forma effect thereto as if such Asset Disposition, Investment or acquisition had occurred on the first day of such period;

(6) if since the beginning of such period any Person was designated as an Unrestricted Subsidiary or redesignated as or otherwise became a Restricted Subsidiary, EBITDA and Consolidated Interest Expense shall be calculated as if such event had occurred on the first day of such period; and

(7) the EBITDA and Consolidated Interest Expense of discontinued operations recorded on or after the date such operations are classified as discontinued in accordance with GAAP shall be excluded.

For purposes of this definition, whenever pro forma effect is to be given to an acquisition of assets, the amount of income or earnings relating thereto and the amount of Consolidated Interest Expense associated with any Indebtedness Incurred in connection therewith, the pro forma calculations shall be determined in good faith by a responsible financial or accounting Officer of the Issuer. If any Indebtedness bears a floating rate of interest and is being given pro forma effect, the interest on such Indebtedness shall be calculated as if the rate in effect on the date of determination had been the applicable rate for the entire period (taking into account any Interest Rate Agreement applicable to such Indebtedness if such Interest Rate Agreement has a remaining term in excess of 12 months).

If any Indebtedness is Incurred under a revolving credit facility and is being given pro forma effect, the interest on such Indebtedness shall be calculated based on the average daily balance of such Indebtedness for the four fiscal quarters subject to the pro forma calculation.

“Consolidated Interest Expense” means, for any period, the total interest expense of the Issuer and its Restricted Subsidiaries on a Consolidated Basis, plus, to the extent not included in such total interest expense, and to the extent Incurred by the Issuer or its Restricted Subsidiaries, without duplication:

(1) interest expense attributable to Finance Lease Obligations;

(2)    amortization of original issue discount and non-cash interest expense (but excluding amortization or write-off of deferred financing fees and expensing of any other financing fees);

(3)    capitalized interest;

(4)     commissions, discounts and other fees and charges owed with respect to letters of credit and bankers’ acceptance financing;

(5)    net payments or receipts (if any) pursuant to Interest Rate Agreements; and

(6)    dividends accrued in respect of all Disqualified Stock of the Issuer or any Subsidiary Guarantor and all Preferred Stock of any Restricted Subsidiary that is not a Guarantor, in each case held by Persons other than the Issuer or a Restricted Subsidiary (other than dividends payable solely in Capital Stock (other than Disqualified Stock) of the Issuer).

“Consolidated Leverage Ratio” as of any date of determination means the ratio of (a) the Total Consolidated Indebtedness as of the date of determination to (b) the aggregate amount of EBITDA for the Measurement Period; provided, however, that the calculation of the Consolidated Leverage Ratio shall give effect to the Calculation Adjustments, as applicable.

“Consolidated Net Income” means, with respect to any Person for any period, the aggregate of the net income of such Person and its Restricted Subsidiaries for such period, on a consolidated basis, and otherwise determined in accordance with GAAP; provided, however, that, without duplication,

(1)    the cumulative effect of a change in accounting principles during such period shall be excluded,

(2)    any after-tax effect of extraordinary, non-recurring or unusual gains, losses, charges or expenses (including relating to any multi-year strategic initiatives) or any charges, expenses or reserves in respect of any restructuring, redundancy or severance expense or relocation costs, integration and facilities’ opening costs and costs related to the closure or consolidation of facilities shall be excluded,

(3)    any after-tax effect of gains or losses attributable to asset dispositions other than in the ordinary course of business and discontinued operations or disposal of discontinued operations, as determined in good faith by the Issuer, shall be excluded,

(4)    the net income for such period of any Person that is not a Subsidiary or is an Unrestricted Subsidiary or that is accounted for by the equity method of accounting, shall be excluded; provided that Consolidated Net Income of the Issuer shall be increased by the amount of dividends or distributions or other payments that are actually paid in cash (or to the extent converted into cash) to the referent Person or a Restricted Subsidiary thereof in respect of such period,

(5)    solely for the purpose of determining the amount available for Restricted Payments under Section 4.04(a)(3) hereof, the net income for such period of any Restricted Subsidiary (other than any Guarantor) shall be excluded to the extent that the declaration or payment of dividends or similar distributions by that Restricted Subsidiary of its net income is not at the date of determination permitted without any prior governmental approval (which has not been obtained) or, directly or indirectly, by the operation of the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule or governmental regulation applicable to that Restricted Subsidiary or its stockholders, other than (i) any restriction with respect to the payment of dividends or similar distributions has been legally waived or otherwise released, (ii) restrictions pursuant to the Credit Agreement, the Notes or this Indenture and (iii) restrictions specified in clause (16) of Section 4.05; provided that (x) the net loss of any such Restricted Subsidiary shall be included therein and (y) Consolidated Net Income of the Issuer shall be increased by the amount of dividends or other distributions or other payments actually paid in cash (or to the extent converted into cash) or cash equivalents or that (as reasonably determined by an Officer of the Issuer) could have been distributed by such Person during such period to the Issuer or a Restricted Subsidiary thereof in respect of such period, to the extent not already included therein,

(6)    all deferred financing costs written off and premiums paid or other expenses incurred directly in connection with any early extinguishment of Indebtedness or Hedging Obligations or other derivative instruments and any net gain (loss) from any write-off or forgiveness of Indebtedness shall be excluded,

(7)    any non-cash impairment charge or asset write-off, including, without limitation, non-cash impairment charges or asset write-offs related to intangible assets, long-lived assets or investment in debt and equity securities, in each case, pursuant to GAAP and the amortization of intangibles arising pursuant to GAAP shall be excluded,

(8)    any unrealized foreign currency translation or transaction gains or losses in respect of Indebtedness or other obligations of the Issuer or any Restricted Subsidiary owing to the Issuer or any Restricted Subsidiary shall be excluded,

(9)    any unrealized foreign currency translation or transaction gains or losses in respect of Indebtedness of any Person denominated in a currency other than the functional currency of such Person and any unrealized foreign exchange gains or losses

relating to translation of assets and liabilities denominated in foreign currencies shall be excluded,

(10)    any (i) non-cash compensation charge or expense arising from any grant of stock, stock options or other equity based awards and any non-cash deemed finance charges in respect of any pension liabilities or other provisions and (ii) income (loss) attributable to deferred compensation plans or trusts shall be excluded,

(11)    any net unrealized gains and losses resulting from Hedging Obligations or embedded derivatives that require similar accounting treatment and the application of Accounting Standards Codification Topic 815 and related pronouncements shall be excluded, and

(12)    any fees, costs, charges and expenses incurred during such period or any amortization thereof for such period, in connection with any acquisition, disposition, recapitalization, Investment, Asset Disposition, issuance or repayment of Indebtedness, issuance of Capital Stock, refinancing transaction or amendment or modification of any debt instrument (in each case, including any such transaction consummated on or prior to the Issue Date, any such transaction undertaken but not completed) and any charges or non-recurring merger costs incurred during such period as a result of any such transaction shall be excluded.

Notwithstanding the foregoing, for the purpose of Section 4.04(a) hereof only (other than Section 4.04(a)(3)(D) hereof), there shall be excluded from Consolidated Net Income any income arising from any sale or other disposition of Restricted Investments made by the Issuer and its Restricted Subsidiaries, any repurchases and redemptions of Restricted Investments from the Issuer and its Restricted Subsidiaries, any repayments of loans and advances that constitute Restricted Investments by the Issuer or any of its Restricted Subsidiaries, any sale of the stock of an Unrestricted Subsidiary or any distribution or dividend from an Unrestricted Subsidiary, in each case only to the extent that such amounts increase the amount of Restricted Payments permitted under Section 4.04(a)(3)(D) hereof.

“Credit Agreement” means the Amended and Restated Credit Agreement, dated May 15, 2015, by and among the Issuer, Boise Cascade Wood Products, L.L.C. and Boise Cascade Building Materials Distribution, L.L.C., as borrowers, and Boise Cascade Wood Products Holdings Corp., as guarantor, Wells Fargo Capital Finance, LLC, as administrative agent, and the banks named therein as lenders, together with the related documents thereto (including the revolving loans thereunder and any guarantees and security documents), as amended, extended, renewed, restated, supplemented or otherwise modified (in whole or in part, and without limitation as to amount, terms, conditions, covenants and other provisions) from time to time (including by adding Subsidiaries of the Issuer as additional borrowers or Guarantors thereunder), and any agreement (and related document) governing Indebtedness Incurred to Refinance (including one or more debt facilities, receivables financing facilities or commercial paper facilities or indentures with banks or other institutional lenders or a trustee providing for revolving credit loans, term loans, receivables financing (including through the sale of receivables to such lenders or to special purpose entities formed to borrow from such lenders against such receivables) or letters of credit or issuance of debt securities to institutional investors, or one or more Sale/Leaseback Transactions with counterparties thereto), in whole or

in part, the borrowings and commitments then outstanding or permitted to be outstanding under such Credit Agreement or a successor Credit Agreement, whether by the same or any other lender or group of lenders.

“Credit Facilities” means one or more credit agreements or debt facilities to which the Issuer and/or one or more of its Restricted Subsidiaries are party from time to time (including without limitation the Credit Agreement), in each case with banks, investment banks, insurance companies, mutual funds or other lenders or institutional investors providing for revolving credit loans, term loans, debt securities, bankers acceptances, receivables financing (including through the sale of receivables to such lenders or to special purpose entities formed to borrow from such lenders against such receivables) or letters of credit, in each case as such agreements or facilities may be amended (including any amendment and restatement thereof), supplemented or otherwise modified from time to time, including any agreement or indenture exchanging, extending the maturity of, refinancing, renewing, replacing, substituting or otherwise restructuring, whether in the bank or debt capital markets (or combination thereof) (including increasing the amount of available borrowings thereunder or adding or removing Subsidiaries as borrowers or guarantors thereunder) all or any portion of the Indebtedness under such agreement or facility or any successor or replacement agreement or facility.

“Currency Agreement” means any foreign exchange contract, currency swap agreement or other similar agreement with respect to currency values.

“Default” means any event that is, or after notice or passage of time or both would be, an Event of Default.

“Designated Non-cash Consideration” means the fair market value of non-cash consideration received by the Issuer or any Restricted Subsidiary in connection with an Asset Disposition that is so designated as Designated Non-cash Consideration pursuant to an Officer’s Certificate, setting forth the basis of such valuation.

“Disqualified Stock” means, with respect to any Person, any Capital Stock that by its terms (or by the terms of any security into which it is convertible or for which it is exchangeable at the option of the holder) or upon the happening of any event:

(1)    matures or is mandatorily redeemable (other than redeemable only for Capital Stock of such Person which is not itself Disqualified Stock) pursuant to a sinking fund obligation or otherwise;

(2)    is convertible or exchangeable at the option of the holder for Indebtedness or Disqualified Stock; or

(3)    is mandatorily redeemable or must be purchased upon the occurrence of certain events or otherwise, in whole or in part;

in each case on or prior to 180 days after the Stated Maturity of the Notes; provided, however, that any Capital Stock that would not constitute Disqualified Stock but for provisions thereof giving holders thereof the right to require such Person to purchase or redeem such Capital Stock

upon the occurrence of an “asset sale” or “change of control” occurring prior to the first anniversary of the Stated Maturity of the Notes shall not constitute Disqualified Stock if:

(1)    the “asset sale” or “change of control” provisions applicable to such Capital Stock are not more favorable to the holders of such Capital Stock than the terms applicable to the Notes and described under Sections 4.06 and 4.09 hereof; and

(2)    any such requirement only becomes operative after compliance with such terms applicable to the Notes, including the purchase of any Notes tendered pursuant thereto.

The amount of any Disqualified Stock that does not have a fixed redemption, repayment or repurchase price shall be calculated in accordance with the terms of such Disqualified Stock as if such Disqualified Stock were redeemed, repaid or repurchased on any date on which the amount of such Disqualified Stock is to be determined pursuant to this Indenture; provided, however, that if such Disqualified Stock could not be required to be redeemed, repaid or repurchased at the time of such determination, the redemption, repayment or repurchase price shall be the book value of such Disqualified Stock as reflected in the most recent financial statements of such Person. The Issuer may designate in an Officer’s Certificate delivered to the Trustee at the time of issuance any Preferred Stock of the Issuer or any Restricted Subsidiary that would not otherwise be “Disqualified Stock” to be Disqualified Stock for all purposes of this Indenture.

“EBITDA” for any period means the sum of Consolidated Net Income, plus the following, without duplication, to the extent deducted in calculating such Consolidated Net Income:

(1)    provision for taxes based on income or profits or capital gains, including, without limitation, foreign, federal, state and similar taxes and foreign withholding taxes (including penalties and interest related to such taxes or arising from tax examinations) of the Issuer and its Restricted Subsidiaries on a Consolidated Basis paid or accrued during such period to the extent the same was deducted (and not added back) in computing Consolidated Net Income;

(2)    Consolidated Interest Expense;

(3)    depreciation, depletion and amortization expense of the Issuer and its Restricted Subsidiaries on a Consolidated Basis (in each case excluding amortization expense attributable to a prepaid item that was paid in cash in a prior period);

(4)    (A) all other non-cash charges of the Issuer and its Restricted Subsidiaries on a Consolidated Basis (in each case excluding any such non-cash charge to the extent that it represents an accrual of or reserve for cash expenditures in any future period) less (B) all non-cash items of income of the Issuer and its Restricted Subsidiaries on a Consolidated Basis (in each case other than accruals of revenue in the ordinary course of business and other than reversals (to the extent made without any payment in cash) of reserves previously excluded from clause (A));

(5)    the amount of any business optimization expenses or reserves deducted (and not added back) in such period in computing Consolidated Net Income;

(6)    the amount of (i) net cost savings and synergies projected by the Issuer in good faith to be realized as a result of specified actions taken or with respect to which substantial steps have been taken (in the good faith determination of the Issuer) and that are expected to be realized within 12 months of the date thereof in connection with future acquisitions and cost saving, restructuring and other similar initiatives (which cost savings shall be added to EBITDA until fully realized and calculated on a pro forma basis as though such cost savings had been realized on the first day of such period), net of the amount of actual benefits realized during such period from such actions; provided that such cost savings are reasonably identifiable and factually supportable (which adjustments may be incremental to pro forma adjustments made pursuant to the second paragraph of the definition of “Consolidated Coverage Ratio”), (ii) salary, benefit and other direct savings resulting from workforce reductions by the Issuer or its Restricted Subsidiaries implemented during or reasonably expected (in the good faith determination of the Issuer) to be implemented within the 12 months following such period and (iii) severance or relocation costs or expenses of the Issuer or its Restricted Subsidiaries during such period; and

(7)    any proceeds from business interruption, casualty or liability insurance received by the Issuer or its Restricted Subsidiaries during such period, to the extent the associated losses arising out of the event that resulted in the payment of such business interruption insurance proceeds were included in computing Consolidated Net Income and to the extent actually reimbursed (and not otherwise included in arriving at Consolidated Net Income), and any expenses incurred to the extent covered by indemnification provisions in any agreement in connection with any acquisition or merger involving the Issuer or any of its Subsidiaries;

in each case for such period; provided that the aggregate amount of such increases to EBITDA pursuant to clauses (5) and (6) above for any period shall not exceed 15% of EBITDA for such period (calculated without giving effect to any adjustment pursuant to clauses (5) and (6)).

“Equity Interests” means Capital Stock and all warrants, options or other rights to acquire Capital Stock (but excluding any debt security that is convertible into, or exchangeable for, Capital Stock).

“Equity Offering” means a public or private primary offering of Capital Stock (other than Disqualified Stock) of the Issuer or of any Parent Entity of the Issuer, the proceeds of which are contributed to the equity capital of the Issuer, other than (i) any public offering registered on Form S-8, (ii) issuances upon the exercise of options by the holders thereof and (iii) issuances to the Issuer or any Subsidiary of the Issuer.

“Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended.

“Excluded Contributions” means the Net Cash Proceeds received by the Issuer after the Issue Date from (i) contributions (other than from the Issuer or any Subsidiary of the Issuer) to its common equity capital and (ii) the sale (other than to the Issuer or any Subsidiary of

the Issuer or any management equity plan or stock option plan or any other management or employee benefit plan or agreement of the Issuer or any Subsidiary of the Issuer) of Capital Stock (other than Disqualified Stock) of the Issuer, in each case, designated as Excluded Contributions pursuant to an Officer’s Certificate.

“Finance Lease Obligation” means an obligation that is required to be classified and accounted for as a finance lease for financial reporting purposes in accordance with GAAP, and the amount of Indebtedness represented by such obligation shall be the capitalized amount of such obligation determined in accordance with GAAP; provided that, for the avoidance of doubt all obligations of any Person that are or would be characterized as an operating lease under GAAP as of December 31, 2018 and any similar lease entered into by such Person following December 31, 2018 shall be accounted for as an operating lease for purposes of this Indenture regardless of any change in GAAP or interpretation thereof following December 31, 2018 that would otherwise require such obligation to be capitalized in accordance with GAAP.

“Foreign Subsidiary” means (i) any Restricted Subsidiary that is not organized under the laws of the United States of America or any State thereof or the District of Columbia and (ii) any Subsidiary of a Subsidiary described in clause (i).

“GAAP” means generally accepted accounting principles in the United States which are in effect on the Issue Date, except with respect to any reports or financial information required to be delivered pursuant to Section 4.02 hereof, which shall be prepared in accordance with GAAP as in effect on the date thereof, except as provided below. At any time after adoption of IFRS by the Issuer for its financial statements and reports for all financial reporting purposes, the Issuer may elect to apply IFRS for all purposes of this Indenture, in lieu of United States GAAP, and, upon any such election, references herein to GAAP shall be construed to mean IFRS as in effect from time to time; provided that (1) any such election once made shall be irrevocable (and shall only be made once), (2) all financial statements and reports required to be provided after such election pursuant to this Indenture shall be prepared on the basis of IFRS and (3) from and after any such election, all ratios, computations and other determinations (A) based on GAAP contained in this Indenture shall be computed in conformity with IFRS and (B) in this Indenture that require the application of GAAP for periods that include fiscal quarters ended prior to the Issuer’s election to apply IFRS shall remain as previously calculated or determined in accordance with GAAP. The Issuer shall give notice of any election to the Trustee and the Holders of Notes within 15 days of such election. For the avoidance of doubt, solely making an election (without any other action) referred to in this definition shall not be treated as an incurrence of Indebtedness.

“Guarantee” means a guarantee of all the obligations under this Indenture and the Notes.

“Guarantee Agreement” means a supplemental indenture pursuant to which a Guarantor guarantees the Issuer’s obligations with respect to the Notes on the terms provided for in this Indenture.

“Guarantor” means any Person that issues a Guarantee of the Notes, either on the Issue Date or after the Issue Date, in accordance with the terms of this Indenture; provided that,

upon the release and discharge of such Person from its Guarantee in accordance with this Indenture, such Person shall cease to be a Guarantor.

“Hedging Obligations” of any Person means the obligations of such Person pursuant to any Interest Rate Agreement, Currency Agreement or Commodity Agreement.

“Holder” or “Noteholder” means the Person in whose name a Note is registered on the Registrar’s books.

“IFRS” means the International Financial Reporting Standards as issued by the International Accounting Standards Board.

“Incur” means issue, assume, Guarantee, incur or otherwise become liable for; provided, however, that any Indebtedness of a Person existing at the time such Person becomes a Restricted Subsidiary (whether by merger, consolidation, acquisition or otherwise) shall be deemed to be Incurred by such Person at the time it becomes a Restricted Subsidiary. The term “Incurrence” when used as a noun shall have a correlative meaning. Solely for purposes of determining compliance with Section 4.03 hereof:

(1)    amortization of debt discount or the accretion of principal with respect to a non-interest bearing or other discount security;

(2)    the payment of regularly scheduled interest in the form of additional Indebtedness of the same instrument or the payment of regularly scheduled dividends on Capital Stock in the form of additional Capital Stock of the same class and with the same terms; and

(3)    the obligation to pay a premium in respect of Indebtedness arising in connection with the issuance of a notice of redemption or making of a mandatory offer to purchase such Indebtedness, shall not be deemed to be the Incurrence of Indebtedness.

“Indebtedness” means, with respect to any Person on any date of determination (without duplication):

(1)    the principal in respect of (A) indebtedness of such Person for money borrowed and (B) indebtedness evidenced by notes, debentures, bonds or other similar instruments for the payment of which such Person is responsible or liable, including, in each case, any premium on such indebtedness to the extent such premium has become due and payable;

(2)    all Finance Lease Obligations of such Person;

(3)    all obligations of such Person issued or assumed as the deferred purchase price of property, all conditional sale obligations of such Person and all obligations of such Person under any title retention agreement (but excluding any accounts payable or other liability to trade creditors arising in the ordinary course of business);

(4)    all obligations of such Person for the reimbursement of any obligor on any letter of credit, bankers’ acceptance or similar credit transaction (other than obligations

with respect to letters of credit securing obligations (other than obligations described in clauses (1) through (3) above) entered into in the ordinary course of business of such Person to the extent such letters of credit are not drawn upon or, if and to the extent drawn upon, such drawing is reimbursed no later than the tenth Business Day following payment on the letter of credit);

(5)    the amount of all obligations of such Person with respect to the redemption, repayment or other repurchase of any Disqualified Stock of such Person or, with respect to any Preferred Stock of any Subsidiary of such Person, the principal amount of such Preferred Stock to be determined in accordance with this Indenture (but excluding, in each case, any accrued dividends);

(6)    all obligations of the type referred to in clauses (1) through (5) of other Persons and all dividends of other Persons for the payment of which, in either case, such Person is responsible or liable, directly or indirectly, as obligor, guarantor or otherwise, including by means of any Guarantee;

(7)    all obligations of the type referred to in clauses (1) through (6) of other Persons secured by any Lien on any property or asset of such Person (whether or not such obligation is assumed by such Person), the amount of such obligation being deemed to be the lesser of the fair market value of such property or assets and the amount of the obligation so secured; and

(8)    to the extent not otherwise included in this definition, Hedging Obligations and Receivables Financings of such Person.

The amount of Indebtedness of any Person at any date shall be the outstanding balance at such date of all unconditional obligations as described above; provided, however, that in the case of Indebtedness sold at a discount, the amount of such Indebtedness at any time shall be the accreted value thereof at such time.

“Indenture” means this Indenture as amended or supplemented from time to time.

“Independent Qualified Party” means an investment banking firm, accounting firm or appraisal firm of national standing; provided, however, that such firm is not an Affiliate of the Issuer.

“Initial Notes” means the $400,000,000 aggregate principal amount of Notes issued on the Issue Date.

“Initial Purchasers” means Wells Fargo Securities, LLC, BofA Securities, Inc., U.S. Bancorp Investments, Inc., J.P. Morgan Securities LLC, Goldman Sachs & Co. LLC, and Citizens Capital Markets, Inc.

“Interest Rate Agreement” means any interest rate swap agreement, interest rate cap agreement or other financial agreement or arrangement with respect to exposure to interest rates.

“Investment” in any Person means any direct or indirect advance, loan (other than advances to customers in the ordinary course of business that are recorded as accounts receivable on the balance sheet of the lender) or other extensions of credit (including by way of Guarantee or similar arrangement) or capital contribution to (by means of any transfer of cash or other property to others or any payment for property or services for the account or use of others), or any purchase or acquisition of Capital Stock, Indebtedness or other similar instruments issued by such Person. If the Issuer or any Restricted Subsidiary issues, sells or otherwise disposes of any Capital Stock of a Person that is a Restricted Subsidiary such that, after giving effect thereto, such Person is no longer a Restricted Subsidiary, any Investment by the Issuer or any Restricted Subsidiary in such Person remaining after giving effect thereto shall be deemed to be a new Investment at such time. The acquisition by the Issuer or any Restricted Subsidiary of a Person that holds an Investment in a third Person shall be deemed to be an Investment by the Issuer or such Restricted Subsidiary in such third Person at such time. Except as otherwise provided for herein, the amount of an Investment shall be its fair market value at the time the Investment is made and without giving effect to subsequent changes in value.

For purposes of the definition of “Unrestricted Subsidiary,” the definition of “Restricted Payment” and Section 4.04 hereof:

(1)    “Investment” shall include the portion (proportionate to the Issuer’s equity interest in such Subsidiary) of the fair market value of the net assets of any Subsidiary of the Issuer at the time that such Subsidiary is designated an Unrestricted Subsidiary; provided, however, that upon a redesignation of such Subsidiary as a Restricted Subsidiary, the Issuer shall be deemed to continue to have a permanent “Investment” in an Unrestricted Subsidiary equal to an amount (if positive) equal to (A) the Issuer’s “Investment” in such Subsidiary at the time of such redesignation less (B) the portion (proportionate to the Issuer’s equity interest in such Subsidiary) of the fair market value of the net assets of such Subsidiary at the time of such redesignation; and

(2)    any property transferred to or from an Unrestricted Subsidiary shall be valued at its fair market value at the time of such transfer, in each case as determined in good faith by the Board of Directors of the Issuer.

“Investment Grade Rating” means a rating equal to or higher than Baa3 (or the equivalent) by Moody’s and BBB- (or the equivalent) by S&P, or if the applicable securities are not then rated by Moody’s or S&P, an equivalent rating by any other Rating Agency.

“Issue Date” means July 27, 2020.

“Issuer” means, except as set forth in Section 4.13 hereof, Boise Cascade Company until a successor replaces it and, thereafter, means the successor.

“Legal Holiday” means a Saturday, a Sunday or a day on which banking institutions are not required to be open in the State of New York.

“Lien” means any mortgage, pledge, security interest, encumbrance, lien or charge of any kind (including any conditional sale or other title retention agreement or lease in the nature thereof).

“Limited Condition Transaction” means (1) any Investment or acquisition (whether by merger, amalgamation, consolidation or other business combination or the acquisition of Capital Stock or otherwise and which may include, for the avoidance of doubt, a transaction that may constitute a Change of Control), whose consummation is not conditioned on the availability of, or on obtaining, third party financing and (2) any redemption, repurchase, defeasance, satisfaction and discharge or repayment of Indebtedness requiring irrevocable notice in advance of such redemption, repurchase, defeasance, satisfaction and discharge or repayment.

“Make-Whole Amount” means in connection with any optional redemption of any Note prior to July 1, 2025, the greater of (1) 1.0% of the principal amount of such Note and (2) the excess, if any, of (A) the aggregate present value as of the date of such redemption of the redemption price of such Note on July 1, 2025 (as set forth in the table in paragraph 5(a) of the Note) and the amount of interest (exclusive of interest accrued to the redemption date) that would have been payable in respect of such Note through July 1, 2025 if such redemption had not been made, determined by discounting, on a semiannual basis, such redemption price and interest at the Treasury Rate (determined on the Business Day preceding the date of such redemption) plus 0.50%, from the respective dates on which such redemption price and interest would have been payable if such redemption had not been made, over (B) the principal amount of the Note being redeemed.

“Measurement Period” means, with respect to any date of determination, the period of the most recent four consecutive fiscal quarters ended prior to such date of determination for which internal financial statements are available.

“Moody’s” means Moody’s Investors Service, Inc. and any successor to its rating agency business.

“Net Available Cash” from an Asset Disposition means cash payments received therefrom (including any cash payments received by way of deferred payment of principal pursuant to a note or installment receivable or otherwise and proceeds from the sale or other disposition of any securities received as consideration or any Designated Non-cash Consideration, but only as and when received, but excluding any other consideration received in the form of assumption by the acquiring Person of Indebtedness or other obligations relating to such properties or assets or received in any other non-cash form), in each case net of:

(1)    all accounting, investment banking, legal, title and recording tax expenses, commissions and other fees and expenses Incurred, and all Federal, state, provincial, foreign and local taxes required to be accrued as a liability under GAAP, as a consequence of such Asset Disposition;

(2)    all payments made on any Indebtedness that is secured by any assets subject to such Asset Disposition, in accordance with the terms of any Lien upon or other security agreement of any kind with respect to such assets, or that must by its terms, or in order to obtain a necessary consent to such Asset Disposition, or by applicable law, be repaid out of the proceeds from such Asset Disposition;

(3)    all distributions and other payments required to be made to minority interest holders in Restricted Subsidiaries as a result of such Asset Disposition;

(4)    the deduction of appropriate amounts provided by the seller as a reserve, in accordance with GAAP, against any liabilities associated with the property or other assets disposed in such Asset Disposition and retained by the Issuer or any Restricted Subsidiary after such Asset Disposition; and

(5)    any portion of the purchase price from an Asset Disposition placed in escrow, whether as a reserve for adjustment of the purchase price, for satisfaction of indemnities in respect of such Asset Disposition or otherwise in connection with that Asset Disposition; provided, however, that upon the termination of such escrow, Net Available Cash shall be increased by any portion of funds in the escrow that is released to the Issuer or any Restricted Subsidiary.

“Net Cash Proceeds” means with respect to any issuance or sale of Capital Stock or Indebtedness, the cash proceeds of such issuance or sale net of attorneys’ fees, accountants’ fees, underwriters’ or placement agents’ fees, listing fees, discounts or commissions and brokerage, consultant and other fees and charges actually Incurred in connection with such issuance or sale and net of Taxes paid or reasonably estimated to be actually payable as a result of such issuance or sale (including, for the avoidance of doubt, any income, withholding and other taxes payable as a result of the distribution of such proceeds to the Issuer and after taking into account any available tax credit or deductions and any tax sharing agreements).

“Net Fair Market Value,” with respect to any non-cash property received by the Issuer in respect of the issuance or sale of its Capital Stock, means the fair market value of such property, determined as provided in Section 4.04(a) hereof, net of attorneys’ fees, accountants’ fees, underwriters’ or placement agents’ fees, discounts or commissions and brokerage, consultant and other fees actually incurred in connection with such issuance or sale and net of taxes paid or payable as a result thereof.

“Notes” means the 4.875% Senior Notes due 2030 issued pursuant to this Indenture, including the Initial Notes and any Additional Notes, treated as a single class.

“Obligations” means, with respect to any Indebtedness, all obligations for principal, premium, interest, penalties, fees, indemnifications, reimbursements and other amounts payable pursuant to the documentation governing such Indebtedness.

“Offering Memorandum” means the final offering memorandum dated July 13, 2020 and used in connection with the offering of the Initial Notes.

“Officer” means the Chairman of the Board, the President, any Executive President, any Vice President, the Treasurer or the Secretary of the Issuer.

“Officer’s Certificate” means a certificate signed by one Officer.

“Opinion of Counsel” means a written opinion from legal counsel who is reasonably acceptable to the Trustee. The counsel may be an employee of or counsel to the Issuer or the Trustee.

“Parent Entity” means any Person of which the Issuer at any time is or becomes a Subsidiary after the Issue Date and any holding company established by any Permitted Holder for purposes of holding its investment in any Parent Entity.

“Pari Passu Indebtedness” means Indebtedness of the Issuer that ranks equally in right of payment to the Notes or of any Guarantor if such Indebtedness ranks equally in right of payment to the Guarantees of the Notes.

“Permitted Asset Swap” means any transfer of properties or assets by the Issuer or a Restricted Subsidiary in which at least 90% of the consideration received by the transferor consists of properties or assets (other than cash) that will be used in a Related Business; provided that (i) the aggregate fair market value of the property or assets being transferred (as determined in good faith by the Board of Directors of the Issuer if such fair market value exceeds $10.0 million, or an Officer of the Issuer if the fair market value is less than or equal to $10.0 million) by the Issuer or a Restricted Subsidiary is not greater than the aggregate fair market value of the property or assets received (as determined in good faith by the Board of Directors of the Issuer if such fair market value exceeds $10.0 million, or an Officer of the Issuer if the fair market value is less than or equal to $10.0 million) by the Issuer or such Restricted Subsidiary in such exchange and (ii) the aggregate fair market value of all property or assets transferred by the Issuer and any Restricted Subsidiary in any such transfer, together with the aggregate fair market value of property or assets transferred in all prior Permitted Asset Swaps, shall not exceed 10.0% of Total Assets at the time of such transfer.

“Permitted Bank Product Obligations” means all Obligations of the Issuer or any Restricted Subsidiary incurred in the ordinary course of business, whether on account of principal, interest, reimbursement obligations, fees, indemnities, costs, expenses or otherwise, that may arise under, out of or in connection with any facilities or services related to cash management, including treasury, depository, overdraft, credit or debit card, purchase card, electronic funds transfer and other cash management arrangements, to any person that is or was a lender (or an affiliate thereof) or the administrative agent (or an affiliate thereof) under a credit agreement at the time the agreements or arrangements in respect of such services were entered into.

“Permitted Holders” means, collectively, (1) any one or more Persons, together with such Persons’ Affiliates, whose beneficial ownership constitutes or results in a Change of Control in respect of which a Change of Control Offer is made in accordance with the requirements of this Indenture, (2) members of management of the Issuer (or any Parent Entity), (3) any Person who is acting solely as an underwriter in connection with a public or private offering of Capital Stock of any Parent Entity or the Issuer, acting in such capacity, and (4) any group (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act or any successor provision) of which any of the foregoing are members; provided that, in the case of such group and without giving effect to the existence of such group or any other group, persons referred to in clauses (1) to (2) above, collectively have beneficial ownership of more than 50% of the total voting power of the Voting Stock of the Issuer or any Parent Entity held by such group.

“Permitted Investment” means:

(1)    any Investment in the Issuer, a Restricted Subsidiary or a Person that shall, upon the making of such Investment, become a Restricted Subsidiary; provided, however, that the primary business of such Restricted Subsidiary is a Related Business;

(2)    an Investment in another Person if, as a result of such Investment, such other Person is merged or consolidated with or into, or transfers or conveys all or substantially all its assets to, the Issuer or a Restricted Subsidiary; provided, however, that such Person’s primary business is a Related Business;

(3)    cash and Cash Equivalents;

(4)    receivables owing to the Issuer or any Restricted Subsidiary if created or acquired in the ordinary course of business and payable or dischargeable in accordance with customary trade terms; provided, however, that such trade terms may include such concessionary trade terms as the Issuer or any such Restricted Subsidiary deems reasonable under the circumstances;

(5)    payroll, travel and similar advances to cover matters that are expected at the time of such advances ultimately to be treated as expenses for accounting purposes and that are made in the ordinary course of business;

(6)    loans, Guarantees of loans, advances or other extensions of credit to officers, former officers, employees, former employees, directors, former directors or consultants of the Issuer or a Restricted Subsidiary for the purpose of permitting such Persons to purchase Capital Stock of the Issuer or any Parent Entity of the Issuer, not to exceed $20.0 million in the aggregate outstanding at any time;

(7)    stock, obligations or securities received in settlement of debts created in the ordinary course of business and owing to the Issuer or any Restricted Subsidiary or in satisfaction of judgments;

(8)    any Investment in any Person to the extent such Investment represents the non-cash portion of the consideration received for (A) an Asset Disposition as permitted pursuant to Section 4.06 hereof or (B) a disposition of assets not constituting an Asset Disposition;

(9)    an Investment in any Person where such Investment was acquired by the Issuer or any Restricted Subsidiary (A) in exchange for any other Investment or accounts receivable held by the Issuer or any such Restricted Subsidiary in connection with or as a result of a bankruptcy, workout, reorganization or recapitalization of the issuer of such other Investment or accounts receivable, (B) as a result of a foreclosure by the Issuer or any Restricted Subsidiary with respect to any secured Investment or other transfer of title with respect to any secured Investment in default or (C) in settlement, compromise or resolution of litigation, arbitration or other disputes;

(10)    an Investment in any Person to the extent such Investment consists of prepaid expenses, negotiable instruments held for collection and lease, utility and

workers’ compensation, performance and other similar deposits made in the ordinary course of business by the Issuer or any Restricted Subsidiary;

(11)    Investments consisting of Hedging Obligations otherwise permitted under Section 4.03 hereof;

(12)    Investments resulting from the acquisition of a Person that at the time of such acquisition held instruments constituting Investments that were not acquired in contemplation of the acquisition of such Person;

(13)    any Investment acquired solely in exchange for the issuance of Capital Stock (other than Disqualified Stock) of the Issuer;

(14)    any Investment to the extent such Investment exists on the Issue Date, and any extension, modification or renewal of any such Investments existing on the Issue Date, but only to the extent not involving additional advances, contributions or other Investments of cash or other assets or other increases thereof (other than as a result of the accrual or accretion of interest or original issue discount or the issuance of pay-in-kind securities, in each case, pursuant to the terms of such Investment as in effect on the Issue Date);

(15)    any Investment in a Receivables Subsidiary or any Investment by a Receivables Subsidiary in any other Person in connection with a Qualified Receivables Transaction, including Investments of funds held in accounts permitted or required by the arrangements governing such Qualified Receivables Transaction or any related Indebtedness;

(16)    loans and advances to officers, directors, members and employees for business-related travel expenses, moving expenses and other similar expenses, in each case, Incurred in the ordinary course of business not to exceed $3.0 million in the aggregate at any time;

(17)    the Issuer or any Restricted Subsidiary’s Investment in Louisiana Timber Procurement Company, L.L.C (“LTP”) and their performance of their obligations under the limited liability company and other agreements governing such entity, and any payments or advances made pursuant to, or the Issuer’s or any Restricted Subsidiary’s performance of its obligations under, the terms of the Timber Procurement and Management Agreement among LTP, Boise Cascade Wood Products, L.L.C. and Packaging Corporation of America (as successor to Boise Packaging & Newsprint, L.L.C.) and any related agreements, as in effect on the Issue Date, and any modifications, replacement, renewals or extensions thereof on terms that are not materially less favorable to the Issuer and its Restricted Subsidiaries taken as a whole; and

(18)    any Investments in Persons to the extent such Investments, when taken together with all other Investments made pursuant to this clause (18) and outstanding on the date such Investment is made, do not exceed the greater of (i) $100.0 million and (ii) 5.0% of Total Assets thereafter.

For purposes of this definition, in the event that a proposed Investment (or portion thereof) meets the criteria of more than one of the categories of Permitted Investments described in clauses (1) through (18) above, or is otherwise entitled to be incurred or made pursuant to Section 4.04 hereof, the Issuer shall be entitled to classify, or later reclassify, such Investment (or portion thereof) in one or more of such categories set forth above or under Section 4.04 hereof.

“Permitted Liens” means, with respect to any Person:

(1)    pledges or deposits by such Person under worker’s compensation laws, unemployment insurance laws or similar legislation, or good faith deposits in connection with bids, tenders, contracts (other than for the payment of Indebtedness) or leases to which such Person is a party, or deposits to secure public or statutory obligations of such Person or deposits of cash or United States government bonds to secure surety or appeal bonds to which such Person is a party, or deposits as security for contested taxes or import duties or for the payment of rent, in each case Incurred in the ordinary course of business;

(2)    Liens imposed by law, such as carriers’, warehousemen’s and mechanics’ Liens, in each case for sums not yet due or being contested in good faith by appropriate proceedings or other Liens arising out of judgments or awards against such Person with respect to which such Person shall then be proceeding with an appeal or other proceedings for review and Liens arising solely by virtue of any statutory or common law provision relating to banker’s Liens, rights of set-off or similar rights and remedies as to deposit accounts or other funds maintained with a creditor depository institution; provided, however, that (A) such deposit account is not a dedicated cash collateral account and is not subject to restrictions against access by the Issuer in excess of those set forth by regulations promulgated by the Federal Reserve Board and (B) such deposit account is not intended by the Issuer or any Restricted Subsidiary to provide collateral to the depository institution;

(3)    Liens for taxes, assessments or other governmental charges not yet due and payable or subject to penalties for non-payment for a period of more than 60 days or which are being contested in good faith by appropriate proceedings;

(4)    Liens in favor of issuers of surety bonds or letters of credit issued pursuant to the request of and for the account of such Person in the ordinary course of its business; provided, however, that such letters of credit do not constitute Indebtedness;

(5)    minor survey exceptions, minor encumbrances, easements or reservations of, or rights of others for, licenses, rights-of-way, sewers, electric lines, telegraph and telephone lines and other similar purposes, or zoning or other restrictions as to the use of real property or Liens incidental to the conduct of the business of such Person or to the ownership of its properties which were not Incurred in connection with Indebtedness and which do not in the aggregate materially adversely affect the value of said properties or materially impair their use in the operation of the business of such Person;

(6)    Liens securing Purchase Money Indebtedness Incurred pursuant to Section 4.03(b)(14) hereof; provided, however, that any Lien arising in connection with any such

Indebtedness shall be limited to the specific asset being financed or, in the case of real property or fixtures, including additions and improvements, the real property on which such asset is attached;

(7)    Liens to secure Indebtedness equal to the greater of: (i) the amount of Indebtedness permitted under Section 4.03(b)(1) hereof and (ii) an amount measured on the date of incurrence equal to 3.50 times EBITDA for the most recent four consecutive fiscal quarters ended for which internal financial statements are available, giving effect to the Calculation Adjustments; provided, further, that at the option of the Issuer, Indebtedness under any revolving commitments shall be deemed to have been incurred in the full amount of the commitments therefor on the date such commitments are outstanding and shall thereafter be deemed to be outstanding at all times thereafter in such amount until such commitments are terminated;

(8)    Liens existing on the Issue Date (other than under the Credit Agreement);

(9)    Liens on property or shares of Capital Stock of another Person at the time such other Person becomes a Subsidiary of such Person; provided, however, that the Liens may not extend to any other property owned by such Person or any of its Restricted Subsidiaries (other than assets and property affixed or appurtenant thereto);

(10)    Liens on property at the time such Person or any of its Subsidiaries acquires the property, including any acquisition by means of a merger or consolidation with or into such Person or a Subsidiary of such Person; provided, however, that the Liens may not extend to any other property owned by such Person or any of its Restricted Subsidiaries (other than assets and property affixed or appurtenant thereto);

(11)    Liens securing Indebtedness or other obligations of a Subsidiary of such Person owing to such Person or a Restricted Subsidiary of such Person;

(12)    Liens on the assets of a Foreign Subsidiary securing Indebtedness of such Foreign Subsidiary;

(13)    Liens on Receivables and Related Assets of the type specified in the definition of “Qualified Receivables Transaction” Incurred in connection with a Qualified Receivables Transaction;

(14)    Liens securing Hedging Obligations permitted under this Indenture;

(15)    Liens on property that is the subject of a Sale/Leaseback Transaction;

(16)    Liens on specific items of inventory or other goods and proceeds of any Person securing such Person’s obligations in respect of bankers’ acceptances issued or created for the account of such Person to facilitate the purchase, shipment or storage of such inventory or other goods;

(17)    Liens imposed pursuant to licenses, sublicenses, leases and subleases (including, but not limited to, landlords’ Liens) that do not materially interfere with the ordinary conduct of the business of the Issuer or any of its Restricted Subsidiaries;

(18)    Liens arising from Uniform Commercial Code financing statement filings regarding operating leases entered into by the Issuer and its Restricted Subsidiaries in the ordinary course of business;

(19)    Liens in favor of the Issuer or any Subsidiary Guarantor or Liens on assets of a Restricted Subsidiary of the Issuer that is not a Guarantor in favor solely of another Restricted Subsidiary of the Issuer that is not a Guarantor;

(20)    judgment Liens not giving rise to an Event of Default, so long as such Lien is adequately bonded and any appropriate legal proceedings that may have been duly initiated for the review of such judgment shall not have been finally terminated or the period within which such proceedings may be initiated shall not have expired;

(21)    Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with importation of goods;

(22)    Liens arising out of conditional sale, title retention, consignment or similar arrangements for the sale of goods entered into by the Issuer or any of its Restricted Subsidiaries in the ordinary course of business;

(23)    Liens securing Indebtedness in an amount which, together with the aggregate outstanding amount of all other Indebtedness secured by Liens Incurred pursuant to this clause (23), does not exceed $50.0 million;

(24)    Liens incurred to secure cash management services in the ordinary course of business;

(25)    Liens securing the Notes (other than any Additional Notes) or any Guarantee;

(26)    Liens on Capital Stock or other securities or assets of any Unrestricted Subsidiary that secure Indebtedness of such Unrestricted Subsidiary; and

(27)    Liens to secure any Refinancing (or successive Refinancings) as a whole, or in part, of any Indebtedness secured by any Lien; provided, however, that:

(A) such new Lien shall be limited to all or part of the same property and assets that secured or, under the written agreements pursuant to which the original Lien arose, could secure the original Lien (plus improvements and accessions to such property or proceeds or distributions thereof); and

(B) the Indebtedness secured by such Lien at such time is not increased to any amount greater than the sum of (x) the outstanding principal amount or, if greater, committed amount of the Indebtedness being Refinanced at the time that the original Lien became a Permitted Lien and (y) an amount necessary to pay any fees and expenses, including premiums, related to such refinancing, refunding, extension, renewal or replacement.

With respect to any Lien securing Indebtedness that was permitted to secure such Indebtedness at the time of the incurrence of such Indebtedness, such Lien shall also be permitted to secure any Increased Amount of such Indebtedness. The “Increased Amount” of any Indebtedness shall mean any increase in the amount of such Indebtedness in connection with any accrual of interest, the accretion of accreted value, the amortization of original issue discount, the payment of interest in the form of additional Indebtedness with the same terms, accretion of original issue discount or liquidation preference and increases in the amount of Indebtedness outstanding solely as a result of fluctuations in the exchange rate of currencies or increases in the value of property securing Indebtedness. In the event that a Permitted Lien meets the criteria of more than one of the types of Permitted Liens (at the time of incurrence or at a later date), the Issuer in its sole discretion may divide, classify or from time to time reclassify all or any portion of such Permitted Lien in any manner that complies with this definition of “Permitted Liens” and such Permitted Lien shall be treated as having been made pursuant only to the clause or clauses of this definition of “Permitted Liens” to which such Permitted Lien has been classified or reclassified.

“Person” means any individual, corporation, partnership, limited liability company, joint venture, association, joint-stock company, trust, unincorporated organization, government or any agency or political subdivision thereof or any other entity.

“Preferred Stock,” as applied to the Capital Stock of any Person, means Capital Stock of any class or classes (however designated) that is preferred as to the payment of dividends or distributions, or as to the distribution of assets upon any voluntary or involuntary liquidation or dissolution of such Person, over shares of Capital Stock of any other class of such Person.

“Principal” of a Note means the principal of the Note plus the premium, if any, payable on the Note that is due or overdue or is to become due at the relevant time.

“Purchase Money Indebtedness” means Indebtedness (including Finance Lease Obligations) (1) consisting of the deferred purchase price of property, conditional sale obligations, obligations under any title retention agreement, other purchase money obligations and obligations in respect of industrial revenue bonds or similar Indebtedness, in each case where the maturity of such Indebtedness does not exceed the anticipated useful life of the asset being financed, and (2) Incurred to finance the acquisition by the Issuer or a Restricted Subsidiary of such asset (whether through the direct purchase of such asset or the purchase of the Capital Stock of any Person owning such asset), including additions and improvements, in each case in the ordinary course of business; provided, however, that such Indebtedness is Incurred within 180 days after such acquisition of such assets.

“Qualified Receivables Transaction” means any transaction or series of transactions that may be entered into by the Issuer or any Restricted Subsidiary pursuant to which the Issuer or any Restricted Subsidiary may sell, convey, contribute to capital or otherwise transfer to a Receivables Subsidiary, or may grant a security interest in and/or pledge, any Receivables or interests therein and any assets related thereto, including, without limitation, all collateral securing such Receivables, all contracts and contract rights, purchase orders, security interests, financing statements or other documentation in respect of such Receivables, any Guarantees, indemnities, warranties or other obligations in respect of such Receivables, any other assets that are customarily transferred or in respect of which security interests are customarily

granted in connection with asset securitization transactions involving receivables similar to such Receivables and any collections or proceeds of any of the foregoing (collectively, the “Related Assets”), which transfer, grant of security interest or pledge is funded in whole or in part, directly or indirectly, by the Incurrence or issuance by the transferee or any successor transferee of Indebtedness, fractional undivided interests, or other securities that are to receive payments from, or that represent interests in, the cash flow derived from such Receivables and Related Assets or interests in Receivables and Related Assets, it being understood that a Qualified Receivables Transaction may involve:

(1)    one or more sequential transfers or pledges of the same Receivables and Related Assets, or interests therein; and

(2)    periodic transfers or pledges of Receivables and/or revolving transactions in which new Receivables and Related Assets, or interests therein, are transferred or pledged upon collection of previously transferred or pledged Receivables and Related Assets, or interests therein, and provided that:

(A) the Board of Directors of the Issuer or any Restricted Subsidiary that is party to such Qualified Receivables Transaction shall have determined in good faith that such Qualified Receivables Transaction is economically fair and reasonable to the Issuer or such Restricted Subsidiary as applicable, and the Receivables Entity; and

(B) the financing terms, covenants, termination events and other provisions thereof shall be market terms (as determined in good faith by the Board of Directors of the Issuer or any Restricted Subsidiary that is party to such Qualified Receivables Transaction).

The grant of a security interest in any accounts receivable of the Issuer or any of Restricted Subsidiary to secure Indebtedness Incurred pursuant to the Credit Agreement shall not be deemed a Qualified Receivables Transaction.

“Rating Agency” means S&P and Moody’s or, if S&P or Moody’s or both shall not make a rating on the Notes publicly available for reasons outside the Issuer’s control, a “nationally recognized statistical rating organization” within the meaning of Section 3(a)(62) under the Exchange Act selected by the Issuer (as certified by a resolution of the Board of Directors of the Issuer) that shall be substituted for S&P or Moody’s or both, as the case may be.

“Receivables Facility” means any of one or more receivables financing facilities, as amended, supplemented, modified, extended, renewed, restated or refunded from time to time, the Obligations of which are non-recourse (except for customary representations, warranties, covenants and indemnities made in connection with such facilities) to the Issuer or any of its Restricted Subsidiaries (other than a Receivables Subsidiary) pursuant to which the Issuer or any of its Restricted Subsidiaries sells its accounts receivable to either (a) a Person that is not a Restricted Subsidiary or (b) a Receivables Subsidiary that in turn sells its accounts receivable to a Person that is not a Restricted Subsidiary.

“Receivables Fees” means distributions or payments made directly or by means of discounts with respect to any accounts receivable or participation interest therein issued or sold in connection with, and other fees paid to a Person that is not a Restricted Subsidiary in connection with, any Receivables Facility.

“Receivables Subsidiary” means any Subsidiary formed for the purpose of engaging in, and that solely engages only in, one or more Receivables Facilities and other activities reasonably related thereto.

“Refinance” means, in respect of any Indebtedness, to refinance, extend, renew, refund, repay, prepay, purchase, redeem, defease or retire, or to issue other Indebtedness in exchange or replacement for, such Indebtedness. “Refinanced” and “Refinancing” shall have correlative meanings.

“Refinancing Indebtedness” means Indebtedness that Refinances any Indebtedness of the Issuer or any Restricted Subsidiary existing on the Issue Date or Incurred in compliance with this Indenture, including Indebtedness that Refinances Refinancing Indebtedness; provided, however, that:

(1)    such Refinancing Indebtedness has a Weighted Average Life to Maturity at the time such Refinancing Indebtedness is Incurred that is equal to or greater than the Weighted Average Life to Maturity of the Indebtedness being Refinanced;

(2)    such Refinancing Indebtedness has an aggregate principal amount (or if Incurred with original issue discount, an aggregate issue price) that is equal to or less than the aggregate principal amount (or if Incurred with original issue discount, the aggregate accreted value) then outstanding (plus fees and expenses, including any premium and defeasance costs) under the Indebtedness being Refinanced; and

(3)    if the Indebtedness being Refinanced is subordinated in right of payment to the Notes, such Refinancing Indebtedness is subordinated in right of payment to the Notes at least to the same extent as the Indebtedness being Refinanced;

provided further, however, that Refinancing Indebtedness shall not include (A) Indebtedness of a Subsidiary of the Issuer that is not a Guarantor or Issuer that Refinances Indebtedness of the Issuer or (B) Indebtedness of the Issuer or a Restricted Subsidiary that Refinances Indebtedness of an Unrestricted Subsidiary. Refinancing Indebtedness in respect of the Credit Agreement or any other Indebtedness may be Incurred from time to time after the termination, discharge or repayment of the Credit Agreement or other Indebtedness.

“Related Business” means any business in which the Issuer or any of the Restricted Subsidiaries was engaged on the Issue Date and any business related, ancillary or complementary to such business.

“Representative” means, with respect to a Person, any trustee, agent or representative (if any) for an issue of Senior Indebtedness of such Person.

“Restricted Investment” means any Investment other than a Permitted Investment.

“Restricted Payment” with respect to any Person means:

(1)    the declaration or payment of any dividends or any other distributions of any sort in respect of its Capital Stock (including any payment in connection with any merger or consolidation involving such Person) or similar payment to the direct or indirect holders of its Capital Stock (other than (A) dividends or distributions payable solely in its Capital Stock (other than Disqualified Stock), (B) dividends or distributions payable solely to the Issuer or a Restricted Subsidiary, (C) pro rata dividends or other distributions made by a Subsidiary that is not a Wholly Owned Subsidiary to minority stockholders (or owners of an equivalent interest in the case of a Subsidiary that is an entity other than a corporation) and (D) dividends or distributions of shares of Capital Stock of, or Indebtedness owed to the Issuer or any Restricted Subsidiary by, Unrestricted Subsidiaries);

(2)    the purchase, repurchase, redemption, defeasance or other acquisition or retirement for value of any Capital Stock of the Issuer held by any Person (other than by a Restricted Subsidiary), including in connection with any merger or consolidation and including the exercise of any option to exchange any Capital Stock (other than into Capital Stock of the Issuer that is not Disqualified Stock);

(3)    the purchase, repurchase, redemption, defeasance or other acquisition or retirement for value, prior to scheduled maturity, scheduled repayment or scheduled sinking fund payment of any Subordinated Obligations of the Issuer or any Subsidiary Guarantor (other than (A) from the Issuer or a Restricted Subsidiary or (B) the purchase, repurchase, redemption, defeasance or other acquisition or retirement of Subordinated Obligations purchased in anticipation of satisfying a sinking fund obligation, principal installment or final maturity, in each case due within one year of the date of such purchase, repurchase, redemption, defeasance or other acquisition or retirement); or

(4)    the making of any Investment (other than a Permitted Investment) in any Person.

“Restricted Subsidiary” means any Subsidiary of the Issuer that is not an Unrestricted Subsidiary.

“Sale/Leaseback Transaction” means an arrangement relating to property owned by the Issuer or a Restricted Subsidiary on the Issue Date or thereafter acquired by the Issuer or a Restricted Subsidiary whereby the Issuer or a Restricted Subsidiary transfers such property to a Person and the Issuer or a Restricted Subsidiary leases it from such Person.

“S&P” means Standard & Poor’s Financial Services LLC, a subsidiary of S&P Global, Inc., or any successor to the rating agency business thereof.

“SEC” means the U.S. Securities and Exchange Commission.

“Secured Indebtedness” means any Indebtedness secured by a Lien.

“Securities Act” means the U.S. Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

“Senior Indebtedness” means with respect to any Person:

(1)    Indebtedness of such Person, whether outstanding on the Issue Date or thereafter Incurred; and

(2)    all other Obligations of such Person (including interest accruing on or after the filing of any petition in bankruptcy or for reorganization relating to such Person whether or not post-filing interest is allowed in such proceeding) in respect of Indebtedness described in clause (1) above

unless, in the case of clauses (1) and (2), in the instrument creating or evidencing the same or pursuant to which the same is outstanding, it is provided that such Indebtedness or other Obligations are subordinate in right of payment to the Notes or the Guarantee of such Person; provided, however, that Senior Indebtedness shall not include:

(1)    any obligation of such Person to the Issuer or any of their Subsidiaries;

(2)    any liability for Federal, state, local or other taxes owed or owing by such Person;

(3)    any accounts payable or other liability to trade creditors arising in the ordinary course of business;

(4)    any Indebtedness or other Obligation of such Person that is subordinate or junior in any respect to any other Indebtedness or other Obligation of such Person; or

(5)    that portion of any Indebtedness that at the time of Incurrence is Incurred in violation of this Indenture (provided that the lenders under the Credit Agreement may rely on a written representation of the Issuer made at the time of an Incurrence of Indebtedness thereunder (or deemed made at such time pursuant to the Credit Agreement) that the Indebtedness so Incurred shall constitute “Senior Indebtedness” for purposes of this Indenture, and the Indebtedness so Incurred under the Credit Agreement shall not fail to qualify as “Senior Indebtedness” pursuant to this clause (5) as a result of such reliance).

“Significant Subsidiary” means any Restricted Subsidiary that would be a “Significant Subsidiary” of the Issuer within the meaning of Rule 1-02 under Regulation S-X promulgated by the SEC.

“Standard Securitization Undertakings” means all representations, warranties, covenants, indemnities, performance Guarantees and servicing obligations entered into by the Parent or any Subsidiary of the Parent (other than a Receivables Subsidiary) that are customary in connection with any Qualified Receivables Transaction.

“Stated Maturity” means, with respect to any security, the date specified in such security as the fixed date on which the final payment of principal of such security is due and

payable, including pursuant to any mandatory redemption provision (but excluding any provision providing for the repurchase of such security at the option of the holder thereof upon the happening of any contingency unless such contingency has occurred).

“Statistical Release” means the statistical release “H.15(519)” or any successor publication which is published weekly by the Federal Reserve System and which establishes yields on actively traded U.S. government securities adjusted to constant maturities or, if such statistical release is not published at the time of any determination, then such other reasonably comparable index which shall be designated by the Trustee.

“Subordinated Obligation” means, with respect to a Person, and with respect to the Notes, any Indebtedness of such Person (whether outstanding on the Issue Date or thereafter Incurred) which is subordinate or junior in right of payment to the Notes or a Guarantee of such Person pursuant to a written agreement to that effect.

“Subsidiary” means, with respect to any Person, any corporation, association, partnership or other business entity of which more than 50% of the total voting power of shares of Voting Stock is at the time owned or controlled, directly or indirectly, by:

(1)    such Person;

(2)    such Person and one or more Subsidiaries of such Person; or

(3)    one or more Subsidiaries of such Person.

“Subsidiary Guarantor” means each Subsidiary of the Issuer that Guarantees the Notes pursuant to the terms of this Indenture.

“TIA” means the Trust Indenture Act of 1939 (15 U.S.C. Sections 77aaa-77bbbb) as in effect on the Issue Date.

“Total Assets” as of any date of determination means the total consolidated assets, less applicable depreciation, amortization and other valuation reserves, as shown on the most recent balance sheet of the Issuer and its Restricted Subsidiaries on a Consolidated Basis.

“Total Consolidated Indebtedness” means, as of any date of determination, an amount equal to the aggregate amount of all Indebtedness (other than Indebtedness in respect of any Qualified Receivables Transaction and Hedging Obligations) of the Issuer and its Restricted Subsidiaries on a Consolidated Basis, in each case outstanding as of such date of determination, after giving effect to any Incurrence of Indebtedness and the application of the proceeds therefrom giving rise to such determination.

“Treasury Rate” means the weekly average for each Business Day during the most recent week that has ended at least two Business Days prior to the redemption date of the yield to maturity at the time of computation of United States Treasury securities with a constant maturity (as compiled and published in the Federal Reserve Statistical Release H.15 (or, if such statistical release is not so published or available, any publicly available source of similar market data selected by the Issuer in good faith)) most nearly equal to the period from the redemption date to July 1, 2025; provided, however, that if the period from the redemption date to July 1,

2025 is not equal to the constant maturity of a United States Treasury security for which a yield is given, the Treasury Rate shall be obtained by linear interpolation (calculated to the nearest one-twelfth of a year) from the yields of United States Treasury securities for which such yields are given, except that if the period from the redemption date to such applicable date is less than one year, the weekly average yield on actively traded United States Treasury securities adjusted to a constant maturity of one year shall be used.

“Trustee” means the party named as such in this Indenture until a successor replaces it and, thereafter, means the successor.

“Trust Officer” means the Chairman of the Board, the President or any other officer or assistant officer of the Trustee assigned by the Trustee to administer its corporate trust matters.

“Uniform Commercial Code” means the New York Uniform Commercial Code as in effect from time to time.

“Unrestricted Subsidiary” means:

(1)    any Subsidiary of the Issuer that at the time of determination shall be designated an Unrestricted Subsidiary by the Board of Directors of the Issuer in the manner provided below; and

(2)    any Subsidiary of an Unrestricted Subsidiary.

The Board of Directors of the Issuer may designate any Subsidiary of the Issuer (including any newly acquired or newly formed Subsidiary) to be an Unrestricted Subsidiary unless such Subsidiary or any of its Subsidiaries owns any Capital Stock or Indebtedness of, or (except in the case of a Receivables Subsidiary) holds any Lien on any property of, the Issuer or any other Subsidiary of the Issuer that is not a Subsidiary of the Subsidiary to be so designated; provided, however, that either (A) the Subsidiary to be so designated has total assets of $1,000 or less or (B) if such Subsidiary has assets greater than $1,000, such designation would be permitted under Section 4.04 hereof.

The Board of Directors of the Issuer may designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided, however, that immediately after giving effect to such designation (A) either (i) the Issuer could Incur $1.00 of additional Indebtedness under Section 4.03(a) hereof or (ii) the Consolidated Coverage Ratio would be greater immediately following such designation than immediately prior to such designation and (B) no Default shall have occurred and be continuing. Any such designation by the Board of Directors of the Issuer shall be evidenced to the Trustee by promptly filing with the Trustee a copy of the resolution of the Board of Directors of the Issuer giving effect to such designation and an Officer’s Certificate certifying that such designation complied with the foregoing provisions.

“U.S. Dollar Equivalent” means with respect to any monetary amount in a currency other than U.S. dollars, at any time for determination thereof, the amount of U.S. dollars obtained by converting such foreign currency involved in such computation into U.S. dollars at the spot rate for the purchase of U.S. dollars with the applicable foreign currency as

published in The Wall Street Journal in the “Exchange Rates” column under the heading “Currency Trading” on the date two Business Days prior to such determination.

“U.S. Government Obligations” means direct obligations (or certificates representing an ownership interest in such obligations) of the United States of America (including any agency or instrumentality thereof) for the payment of which the full faith and credit of the United States of America is pledged and that are not callable at the issuer’s option.

“Voting Stock” of a Person means all classes of Capital Stock of such Person then outstanding and normally entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof.

“Weighted Average Life to Maturity” means, when applied to any Indebtedness at any date, the number of years obtained by dividing:

(1)    the sum of the products obtained by multiplying (a) the amount of each then remaining installment, sinking fund, serial maturity or other required payments of principal, including payment at final maturity, in respect of the Indebtedness by (b) the number of years (calculated to the nearest one-twelfth) that will elapse between such date and the making of such payment; by

(2)    the then outstanding principal amount of such Indebtedness.

“Wholly Owned Subsidiary” means a Restricted Subsidiary all the Capital Stock of which (other than directors’ qualifying shares) is owned by the Issuer or one or more other Wholly Owned Subsidiaries.

SECTION 1.02.    OTHER DEFINITIONS

Term Defined in <br>Section
“Affiliate Transaction” 4.07(a)
“Appendix” 2.01
“Asset Disposition Offer” 4.06(b)
“Bankruptcy Law” 6.01
“Change of Control Offer” 4.09(b)
“covenant defeasance option” 8.01(b)
“Custodian” 6.01
“Event of Default” 6.01
“Excess Proceeds” 4.06
“Guaranteed Obligations” 10.01(a)
“Initial Lien” 4.10
“LCT Election” 1.04(b)
“LCT Test” 1.04(b)
“legal defeasance option” 8.01(b)
“Offer Amount” 4.06(c)(1)
“Offer Period” 4.06(c)(1)
“Paying Agent” 2.03
“Purchase Date” 4.06(c)
“Refinancing Disqualified Stock” 4.04(b)(9)(B)
“Registrar” 2.03
“Reversion Date”<br><br>“Signature Law” 4.16<br> 11.12
“Successor Company” 5.01(a)(1)
“Suspended Covenants” 4.16
“Suspension Period” 4.16
“Suspension Date” 4.16

SECTION 1.03.    NO INCORPORATION BY REFERENCE OF TRUST INDENTURE ACT. This Indenture will not be qualified under the TIA or subject to the terms of the TIA.

SECTION 1.04.     RULES OF CONSTRUCTION

(a)     Unless the context otherwise requires:

(1)    a term has the meaning assigned to it;

(2)     an accounting term not otherwise defined has the meaning assigned to it in accordance with GAAP;

(3)    “or” is not exclusive;

(4)    “including” means including without limitation;

(5)     words in the singular include the plural and words in the plural include the singular;

(6)     unsecured Indebtedness shall not be deemed to be subordinate or junior to secured Indebtedness merely by virtue of its nature as unsecured Indebtedness;

(7)     secured Indebtedness shall not be deemed to be subordinate or junior to any other secured Indebtedness merely because it has a junior priority with respect to the same collateral;

(8)     the principal amount of any noninterest bearing or other discount security at any date shall be the principal amount thereof that would be shown on a balance sheet of the issuer dated such date prepared in accordance with GAAP;

(9) the principal amount of any Preferred Stock shall be (A) the maximum liquidation value of such Preferred Stock or (B) the maximum mandatory redemption or mandatory repurchase price with respect to such Preferred Stock, whichever is greater; and

(10)     all references to the date the Notes were originally issued shall refer to the Issue Date.

(b) When calculating the availability under any basket or ratio under this Indenture or compliance with any provision of this Indenture in connection with any Limited Condition Transaction and any actions or transactions related thereto (including acquisitions, Investments, the incurrence, issuance or assumption of Indebtedness and the use of proceeds thereof, the incurrence or creation of Liens, repayments, Restricted Payments and Asset Dispositions, in each case, in connection with such Limited Condition Transaction), in each case, at the option of the Issuer (the Issuer’s election to exercise such option, an “LCT Election”), the date of determination for availability under any such basket or ratio and whether any such action or transaction is permitted (or any requirement or condition therefor is complied with or satisfied (including as to the absence of any continuing Default or Event of Default)) under this Indenture shall be deemed to be the date (the “LCT Test Date”) the definitive agreement for such Limited Condition Transaction is entered into and if, after giving pro forma effect to the Limited Condition Transaction and any actions or transactions related thereto (including acquisitions, Investments, the incurrence, issuance or assumption of Indebtedness and the use of proceeds thereof, the incurrence or creation of Liens, repayments, Restricted Payments and Asset Dispositions, in each case, in connection with such Limited Condition Transaction) and any related pro forma adjustments, the Issuer or any of its Restricted Subsidiaries would have been permitted to take such actions or consummate such transactions on the relevant LCT Test Date in compliance with such ratio, test or basket (and any related requirements and conditions), such ratio, test or basket (and any related requirements and conditions) shall be deemed to have been complied with (or satisfied) for all purposes (in the case of Indebtedness, for example, whether such Indebtedness is committed, issued, assumed or incurred at the LCT Test Date or at any time thereafter); provided, that (a) if financial statements for one or more subsequent fiscal quarters shall have become available, the Issuer may elect, in its sole discretion, to redetermine all such ratios, tests or baskets on the basis of such financial statements, in which case, such date of redetermination shall thereafter be the applicable LCT Test Date for purposes of such ratios, tests

or baskets, (b) except as contemplated in the foregoing clause (a), compliance with such ratios, test or baskets (and any related requirements and conditions) shall not be determined or tested at any time after the applicable LCT Test Date for such Limited Condition Transaction and any actions or transaction related thereto (including acquisitions, Investments, the incurrence, issuance or assumption of Indebtedness and the use of proceeds thereof, the incurrence or creation of Liens, repayments, Restricted Payments and Asset Dispositions, in each case, in connection with such Limited Condition Transaction) and (c) Consolidated Interest Expense for purposes of the Consolidated Coverage Ratio will be calculated using an assumed interest rate as reasonably determined by the Issuer.

For the avoidance of doubt, if the Issuer has made an LCT Election, (1) if any of the ratios, tests or baskets for which compliance was determined or tested as of the LCT Test Date would at any time after the LCT Test Date have been exceeded or otherwise failed to have been complied with as a result of fluctuations in any such ratio, test or basket, including due to fluctuations in EBITDA or Total Assets of the Issuer or the Person subject to such Limited Condition Transaction, such baskets, tests or ratios will not be deemed to have been exceeded or failed to have been complied with as a result of such fluctuations; (2) if any related requirements and conditions (including as to the absence of any continuing Default or Event of Default) for which compliance or satisfaction was determined or tested as of the LCT Test Date would at any time after the LCT Test Date not have been complied with or satisfied (including due to the occurrence or continuation of an Default or Event of Default), such requirements and conditions will not be deemed to have been failed to be complied with or satisfied (and such Default or Event of Default shall be deemed not to have occurred or be continuing); and (3) in calculating the availability under any ratio, test or basket in connection with any action or transaction unrelated to such Limited Condition Transaction following the relevant LCT Test Date and prior to the earlier of the date on which such Limited Condition Transaction is consummated or the date that the definitive agreement or date for redemption, purchase or repayment specified in an irrevocable notice for such Limited Condition Transaction is terminated, expires or passes (or, if applicable, the irrevocable notice is terminated, expires or passes or such acquisition is terminated), as applicable, without consummation of such Limited Condition Transaction, any such ratio, test or basket shall be determined or tested giving pro forma effect to such Limited Condition Transaction;

(c)    Any reference herein to a merger, consolidation, amalgamation, assignment, sale, disposition or transfer, or similar term, shall be deemed to apply to a division of or by a limited liability company, limited partnership or trust, or an allocation of assets to a series of a limited liability company, limited partnership or trust (or the unwinding of such a division or allocation), as if it were a merger, consolidation, amalgamation, assignment, sale, disposition or transfer, or similar term, as applicable, to, of or with a separate Person. Any division of a limited liability company, limited partnership or trust shall constitute a separate Person hereunder (and each division of any limited liability company, limited partnership or trust that is a Subsidiary, Restricted Subsidiary, Unrestricted Subsidiary, joint venture or any other like term shall also constitute such a Person or entity).

Article 2

THE NOTES

SECTION 2.01. FORM AND DATING. Provisions relating to the Notes are set forth in the Rule 144A/Regulation S Appendix attached hereto (the “Appendix”), which is hereby incorporated in, and expressly made part of, this Indenture. The Notes and the Trustee’s certificate of authentication shall be substantially in the form of Exhibit 1 to the Appendix, which is hereby incorporated in, and expressly made a part of, this Indenture. The Notes may have notations, legends or endorsements required by law, stock exchange rule, agreements to which the Issuer is subject, if any, or usage (provided that any such notation, legend or endorsement is in a form acceptable to the Issuer), in addition to those set forth in Exhibit 1 to the Appendix. Each Note shall be dated the date of its authentication. The terms of the Notes set forth in the Appendix are part of the terms of this Indenture. However, to the extent any provision of any Note conflicts with the express provisions of this Indenture, the provisions of this Indenture shall govern and be controlling.

SECTION 2.02. EXECUTION AND AUTHENTICATION. One Officer shall sign the Notes for the Issuer by manual or facsimile signature. If the Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless.

A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture.

On the Issue Date, the Trustee shall authenticate and deliver $400 million of Notes and, at any time and from time to time thereafter, the Trustee shall authenticate and deliver Notes for original issue in an aggregate principal amount specified in a written order of the Issuer signed by an Officer. Such order shall specify the amount of the Notes to be authenticated and the date on which the original issue of Notes is to be authenticated and, in the case of an issuance of Additional Notes pursuant to Section 2.13 hereof after the Issue Date, shall certify that such issuance is in compliance with Section 4.03 hereof.

The Trustee may appoint an authenticating agent reasonably acceptable to the Issuer to authenticate the Notes. Unless limited by the terms of such appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as any Registrar, Paying Agent or agent for service of notices and demands.

SECTION 2.03. REGISTRAR AND PAYING AGENT. The Issuer shall maintain an office or agency where Notes may be presented for registration of transfer or for exchange (the “Registrar”) and an office or agency where Notes may be presented for payment (the “Paying Agent”). The Registrar shall keep a register of the Notes and of their transfer and exchange. The Issuer may have one or more co-registrars and one or more additional paying agents. The term “Paying Agent” includes any additional paying agent.

The Issuer shall enter into an appropriate agency agreement with any Registrar, Paying Agent or co-registrar not a party to this Indenture. The agreement shall implement the provisions of this Indenture that relate to such agent. The Issuer shall notify the Trustee of the name and address of any such agent. If the Issuer fails to maintain a Registrar or Paying Agent,

the Trustee shall act as such and shall be entitled to appropriate compensation therefor pursuant to Section 7.07 hereof. The Issuer or any Wholly Owned Subsidiary of the Issuer incorporated or organized within the United States of America may act as Paying Agent, Registrar, co-registrar or transfer agent.

The Issuer initially appoints the Trustee as Registrar and Paying Agent.

SECTION 2.04. PAYING AGENT TO HOLD MONEY IN TRUST. Prior to 11:00 a.m. New York City time, on each due date of the principal and interest on any Note, the Issuer shall deposit with the Paying Agent a sum sufficient to pay such principal and interest when so becoming due. The Issuer shall require each Paying Agent (other than the Trustee) to agree in writing that the Paying Agent shall hold in trust for the benefit of Holders of the Notes or the Trustee all money held by the Paying Agent for the payment of principal of or interest on the Notes and shall notify the Trustee of any default by the Issuer in making any such payment. If the Issuer or a Subsidiary of the Issuer acts as Paying Agent, it shall segregate the money held by it as Paying Agent and hold it as a separate trust fund. The Issuer at any time may require a Paying Agent to pay all money held by it to the Trustee and to account for any funds disbursed by the Paying Agent. Upon complying with this Section, the Paying Agent shall have no further liability for the money delivered to the Trustee.

SECTION 2.05. NOTEHOLDER LISTS. The Trustee shall preserve in as current a form as is reasonably practicable the most recent list available to it of the names and addresses of Noteholders. If the Trustee is not the Registrar, the Issuer shall furnish to the Trustee, in writing at least five Business Days before each interest payment date and at such other times as the Trustee may reasonably request in writing, a list in such form and as of such date as the Trustee may reasonably require of the names and addresses of Noteholders.

SECTION 2.06. TRANSFER AND EXCHANGE. The Notes shall be issued in registered form and shall be transferable only upon the surrender of a Note for registration of transfer. When a Note is presented to the Registrar or a co-registrar with a request to register a transfer, the Registrar shall register the transfer as requested if the requirements of this Indenture, including the Appendix hereto, and Section 8-401(1) of the Uniform Commercial Code are met. When Notes are presented to the Registrar or a co-registrar with a request to exchange them for an equal principal amount of Notes of other denominations, the Registrar shall make the exchange as requested if the same requirements are met.

SECTION 2.07. REPLACEMENT NOTES. If a mutilated Note is surrendered to the Registrar or if the Holder of a Note claims that the Note has been lost, destroyed or wrongfully taken, the Issuer shall issue and the Trustee shall authenticate a replacement Note if the requirements of Section 8-405 of the Uniform Commercial Code are met and the Holder satisfies any other reasonable requirements of the Trustee and the Issuer. If required by the Trustee or the Issuer, such Holder shall furnish an indemnity bond sufficient in the judgment of the Issuer and the Trustee to protect the Issuer, the Trustee, the Paying Agent, the Registrar and any co-registrar from any loss which any of them may suffer if a Note is replaced. The Issuer and the Trustee may charge the Holder for their expenses in replacing a Note.

Every replacement Note is an additional Obligation of the Issuer.

SECTION 2.08. OUTSTANDING NOTES. Notes outstanding at any time are all Notes authenticated by the Trustee except for those canceled by it, those delivered to it for cancellation and those described in this Section as not outstanding. A Note does not cease to be outstanding because the Issuer or an Affiliate of the Issuer holds the Note.

If a Note is replaced pursuant to Section 2.07 hereof, it ceases to be outstanding unless the Trustee and the Issuer receive proof satisfactory to them that the replaced Note is held by a protected purchaser (as defined in Section 8-303 of the Uniform Commercial Code).

If the Paying Agent segregates and holds in trust, in accordance with this Indenture, on a redemption date or maturity date money sufficient to pay all principal and interest payable on that date with respect to the Notes (or portions thereof) to be redeemed or maturing, as the case may be, and the Paying Agent is not prohibited from paying such money to the Noteholders on that date pursuant to the terms of this Indenture, then on and after that date such Notes (or portions thereof) cease to be outstanding and interest on them ceases to accrue.

SECTION 2.09.    TEMPORARY NOTES. In the event that definitive Notes are to be issued under the terms of this Indenture, until such definitive Notes are ready for delivery, the Issuer may prepare and the Trustee shall authenticate temporary Notes. Temporary Notes shall be substantially in the form of definitive Notes but may have variations that the Issuer considers appropriate for temporary Notes. Without unreasonable delay, the Issuer shall prepare and the Trustee shall authenticate definitive Notes and deliver them in exchange for temporary Notes.

SECTION 2.10.    CANCELLATION. The Issuer at any time may deliver Notes to the Trustee for cancellation. The Registrar and the Paying Agent shall forward to the Trustee any Notes surrendered to them for registration of transfer, exchange or payment. The Trustee and no one else shall cancel and destroy (subject to the record retention requirements of the Exchange Act) all Notes surrendered for registration of transfer, exchange, payment or cancellation and deliver a certificate of such destruction to the Issuer unless the Issuer directs the Trustee to deliver canceled Notes to the Issuer. The Issuer may not issue new Notes to replace Notes it has redeemed, paid or delivered to the Trustee for cancellation.

SECTION 2.11.    DEFAULTED INTEREST. If the Issuer defaults in a payment of interest on the Notes, the Issuer shall pay defaulted interest (plus interest on such defaulted interest to the extent lawful) on the Notes in any lawful manner. The Issuer may pay the defaulted interest on the Notes to the Noteholders on a subsequent special record date. The Issuer shall fix or cause to be fixed any such special record date and payment date to the reasonable satisfaction of the Trustee and shall promptly mail to each Noteholder a notice that states the special record date, the payment date and the amount of defaulted interest to be paid.

SECTION 2.12.    CUSIP NUMBERS, ISIN NUMBERS, ETC. The Issuer in issuing the Notes may use “CUSIP” numbers, “ISIN” numbers and “Common Code” numbers (in each case if then generally in use) and, if so, the Trustee shall use “CUSIP” numbers, “ISIN” numbers and “Common Code” numbers in notices of redemption as a convenience to Holders; provided, however, that any such notice may state that no representation is made as to the correctness of such numbers either as printed on the Notes or as contained in any notice of a redemption and that reliance may be placed only on the other identification numbers printed on

the Notes, and any such redemption shall not be affected by any defect in or omission of such numbers. The Issuer shall advise the Trustee in writing of any change in any “CUSIP” numbers, “ISIN” numbers or “Common Code” numbers applicable to the Notes.

SECTION 2.13.    ISSUANCE OF ADDITIONAL NOTES. After the Issue Date, the Issuer shall be entitled, subject to its compliance with Section 4.03 hereof, to issue Additional Notes under this Indenture, which Notes shall have identical terms as the Initial Notes issued on the Issue Date, other than with respect to the date of issuance and issue price.

With respect to any Additional Notes, the Issuer shall set forth in a resolution of the Board of Directors and an Officer’s Certificate, a copy of each which shall be delivered to the Trustee, the following information:

(1)    the aggregate principal amount of such Additional Notes to be authenticated and delivered pursuant to this Indenture and the provision of Section 4.03 hereof that the Issuer is relying on to issue such Additional Notes; and

(2)    the series, the issue price and the issue date of such Additional Notes.

SECTION 2.14.    SERIES OF NOTES. All of the Notes issued under this Indenture (including any Additional Notes) shall be treated as a single class for all purposes of this Indenture, including waivers, amendments, redemptions and offers to purchase.

Article 3

REDEMPTION

SECTION 3.01.    NOTICES TO TRUSTEE. If the Issuer elects to redeem Notes pursuant to paragraph 5 of the Notes, it shall notify the Trustee in writing of the redemption date, the principal amount of Notes to be redeemed and the paragraph of the Notes pursuant to which the redemption will occur.

The Issuer shall give each notice to the Trustee provided for in this Section at least 30 days but not more than 60 days before the redemption date unless the Trustee consents, in its sole discretion, to a shorter period. Such notice shall be accompanied by an Officer’s Certificate and an Opinion of Counsel from the Issuer to the effect that such redemption will comply with the conditions herein. Any optional redemption referenced in such Officer’s Certificate may be canceled by the Issuer at any time prior to notice of redemption being sent to any Holder and thereafter shall be null and void.

SECTION 3.02.    SELECTION OF NOTES TO BE REDEEMED. If fewer than all the Notes are to be redeemed, the Trustee shall select the Notes to be redeemed in compliance with the requirements of the Depositary, or if the Notes are not held through the Depositary or the Depositary prescribes no method of selection, pro rata to the extent practicable. The Trustee shall make the selection from outstanding Notes not previously called for redemption. The Trustee may select for redemption portions of the principal of Notes that have denominations larger than $1,000. Notes and portions of them the Trustee selects shall be in principal amounts of $1,000 or a whole multiple of $1,000.

Provisions of this Indenture that apply to Notes called for redemption also apply to portions of Notes called for redemption. The Trustee shall notify the Issuer promptly of the Notes or portions of Notes to be redeemed.

SECTION 3.03.    NOTICE OF REDEMPTION. At least 30 days but not more than 60 days before a date for redemption of Notes, the Issuer shall deliver, electronically or, at the Issuer’s option, by first-class mail, a notice of redemption to each Holder of Notes to be redeemed at such Holder’s registered address or otherwise in accordance with the procedures of the Depositary, except that the Issuer may deliver electronically or, at the Issuer’s option, by first-class mail, in each case notices of redemption at least 30 but not more than 60 days prior to a redemption date if the notice is issued in connection with a defeasance of the Notes or a satisfaction and discharge of this Indenture pursuant to Article 8 hereof.

The notice shall identify the Notes to be redeemed and shall state:

(1)    the redemption date;

(2)    the redemption price;

(3)    the name and address of the Paying Agent;

(4)    that Notes called for redemption must be surrendered to the Paying Agent to collect the redemption price;

(5)    if fewer than all the outstanding Notes are to be redeemed, the identification and principal amounts of the particular Notes to be redeemed;

(6)    that, unless the Issuer defaults in making such redemption payment or the Paying Agent is prohibited from making such payment pursuant to the terms of this Indenture, interest on Notes (or portion thereof) called for redemption ceases to accrue on and after the redemption date;

(7)    the paragraph of Section 5 of the Notes pursuant to which the Notes called for redemption are being redeemed;

(8)    the “CUSIP” number, “ISIN” or “Common Code” number, if any, printed on the Notes being redeemed;

(9)    that no representation is made as to the correctness or accuracy of the “CUSIP” number, “ISIN” or “Common Code” number, if any, listed in such notice or printed on the Notes; and

(10)    any conditions to redemption.

At the Issuer’s request, the Trustee shall give the notice of redemption in the Issuer’s name and at the Issuer’s expense. In such event, the Issuer shall provide the Trustee with the information required by this Section.

SECTION 3.04.    EFFECT OF NOTICE OF REDEMPTION. Once notice of redemption is delivered in accordance with Section 3.03 hereof, Notes called for redemption become due and payable on the redemption date and at the redemption price stated in the notice. Notice of redemption may, at the Issuer’s option and discretion, be subject to one or more conditions precedent, including, but not limited to, completion of an Equity Offering (in the case of redemption pursuant to paragraph 5(b) of the Notes) or Change of Control (in the case of purchase pursuant to Section 4.09 hereof), as the case may be. If such redemption is subject to satisfaction of one or more conditions precedent, in the Issuer’s discretion, the redemption date may be delayed until such time as any or all such conditions shall be satisfied, or such redemption or purchase may not occur and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied by the redemption date, or by the redemption date as so delayed. Upon surrender to the Paying Agent, such Notes shall be paid at the redemption price stated in the notice, plus accrued and unpaid interest, if any, to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the related interest payment date), and such Notes shall be canceled by the Trustee. Failure to give notice or any defect in the notice to any Holder shall not affect the validity of the notice to any other Holder.

SECTION 3.05.    DEPOSIT OF REDEMPTION PRICE. Prior to 11:00 a.m. New York City time on the redemption date, the Issuer shall deposit with the Paying Agent (or, if the Issuer or a Subsidiary of the Issuer is the Paying Agent, shall segregate and hold in trust) money sufficient to pay the redemption price of and accrued and unpaid interest, if any, on all Notes to be redeemed on that date other than Notes or portions of Notes called for redemption that have been delivered by the Issuer to the Trustee for cancellation. The Paying Agent shall promptly return to the Issuer any money deposited with the Paying Agent by the Issuer in excess of the amounts necessary to pay the redemption price of, and accrued interest, if any, on, all Notes to be redeemed.

SECTION 3.06.    NOTES REDEEMED IN PART. Upon surrender of a Note that is redeemed in part, the Issuer shall execute and the Trustee shall authenticate for the Holder (at the Issuer’s expense) a new Note equal in principal amount to the unredeemed portion of the Note surrendered.

Article 4

COVENANTS

SECTION 4.01.    PAYMENT OF NOTES. The Issuer shall promptly pay the principal of and interest on the Notes on the dates and in the manner provided in the Notes and in this Indenture. Principal and interest shall be considered paid on the date due if on such date the Trustee or the Paying Agent holds in accordance with this Indenture money sufficient to pay all principal and interest then due and the Trustee or the Paying Agent, as the case may be, is not prohibited from paying such money to the Noteholders on that date pursuant to the terms of this Indenture.

The Issuer shall pay interest on overdue principal at the rate specified therefor in the Notes, and it shall pay interest on overdue installments of interest at the same rate to the extent lawful.

SECTION 4.02.    REPORTS. Whether or not required by the rules or regulations of the SEC, so long as any Notes are outstanding, the Issuer will furnish to the Trustee and the Holders, or file electronically with the SEC through the SEC’s Electronic Data Gathering, Analysis and Retrieval System (or any successor system), within the time periods specified in the SEC’s rules and regulations (after giving effect to any grace period provided by Rule 12b-25 under the Exchange Act):

(1)    all quarterly and annual financial information that would be required to be contained in a filing with the SEC on Forms 10-Q and 10-K if the Issuer were required to file such Forms, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the annual information only, a report on the annual financial statements by the Issuer’s certified independent accountants; and

(2)    all current reports that would be required to be filed (as opposed to furnished) with the SEC on Form 8-K if the Issuer were required to file such reports; provided, that the foregoing shall not obligate the Issuer to (i) make available any information otherwise required to be included on a Form 8-K regarding the occurrence of any such events if the Issuer determines in its good faith judgment that such event that would otherwise be required to be disclosed is not material to the Holders or the business, assets, operations, financial positions or prospects of the Issuer and its Restricted Subsidiaries taken as a whole or (ii) make available copies of any agreements, financial statements or other items that would be required to be filed as exhibits to a current report on Form 8-K. Notwithstanding the foregoing, the Issuer shall not be required to (i) comply with Regulation G under the Exchange Act or Item 10(e) of Regulation S-K with respect to any “non GAAP” financial information contained therein, (ii) provide any information that is not otherwise similar to information currently included in the Offering Memorandum, (iii) provide the type of information contemplated by Rule 3-10 of Regulation S-X with respect to separate financial statements for Guarantors or any financial statements for unconsolidated subsidiaries or 50% or less owned persons contemplated by Rule 3-09 of Regulation S-X or any schedules required by Regulation S X, or (iv) provide financial statements in interactive data format using the eXtensible Business Reporting Language, or in each case any successor provisions. In addition, notwithstanding the foregoing, the Issuer will not be required to (i) comply with Sections 302, 906 and 404 of the Sarbanes Oxley Act of 2002, as amended, or (ii) otherwise furnish any information, certificates or reports required by Items 307 or 308 of Regulation S-K.

Substantially concurrently with the furnishing or making such information available to the Trustee pursuant to the immediately preceding paragraph, the Issuer shall also post copies of such information required by the immediately preceding paragraph on a website (which may be nonpublic and may be maintained by the Issuer or a third party) to which access will be given to Holders, prospective investors in the Notes (which prospective investors shall be limited to “qualified institutional buyers” within the meaning of Rule 144A of the Securities Act or non-U.S. persons (as defined in Regulation S under the Securities Act) that certify their status as such to the reasonable satisfaction of the Issuer), and securities analysts and market making financial institutions that are reasonably satisfactory to the Issuer. To the extent the Issuer

determines in good faith that it cannot make such reports available in the manner described in the preceding sentence after the use of its commercially reasonable efforts, furnish such reports to the Holders, upon their request.

Notwithstanding anything to the contrary set forth above, if the Issuer has furnished the Holders or filed with the SEC the reports described in the preceding paragraphs, the Issuer shall be deemed to be in compliance with the provisions of this Section 4.02.

At any time that the Issuer’s Subsidiaries (other than any Subsidiary of the Issuer that is not then consolidated with the Issuer under GAAP) are Unrestricted Subsidiaries that individually or collectively constitute a Significant Subsidiary, then the quarterly and annual financial information required by the preceding paragraph will include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, and in “Management’s discussion and analysis of financial condition and results of operations,” of the financial condition and results of operations of the Issuer and its Restricted Subsidiaries separate from the financial condition and results of operations of such Unrestricted Subsidiaries.

Delivery of the reports and documents described above to the Trustee is for informational purposes only, and the Trustee’s receipt of such reports and documents shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Issuer’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to conclusively rely on an Officer’s Certificate).

In addition, to the extent not satisfied by the foregoing, the Issuer will agree that, for so long as any Notes are outstanding, it will furnish to Holders and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act (or any successor provision).

SECTION 4.03.    LIMITATION ON INDEBTEDNESS.

(a)    The Issuer shall not, and shall not permit any of its Restricted Subsidiaries to, Incur, directly or indirectly, any Indebtedness; provided, however, that the Issuer and the Restricted Subsidiaries shall be entitled to Incur Indebtedness if, on the date of such Incurrence and after giving effect thereto on a pro forma basis, the Consolidated Coverage Ratio would be at least 2.00 to 1.00; provided further that Restricted Subsidiaries that are not Guarantors may not Incur Indebtedness pursuant to this Section 4.03(a) if, after giving pro forma effect to such Incurrence, the aggregate amount of Indebtedness of Restricted Subsidiaries that are not Guarantors Incurred pursuant to this Section 4.03(a) would exceed $20.0 million.

(b)    Paragraph (a) shall not prohibit the Incurrence by any of the Issuer or its Restricted Subsidiaries of any or all of the following Indebtedness:

(1)    Indebtedness Incurred by the Issuer and the Restricted Subsidiaries pursuant to the Credit Facilities in an aggregate principal amount at any one time outstanding not to exceed the greater of:

(A)    $450 million, and

(B)    the sum of (x) 87.5% of the amounts of all accounts receivable owned by the Issuer and its Restricted Subsidiaries at the end of the most recent fiscal quarter and (y) 70% of the amounts of all inventory owned by the Issuer and its Restricted Subsidiaries at the end of the most recent fiscal quarter,

in each case plus (in the case of any Refinancing) the aggregate amount of fees, underwriting discounts, premiums, prepayment penalties and other costs and expenses Incurred in connection with the Refinancing, less the aggregate principal amount of Indebtedness Incurred under Section 4.03(b)(15) hereof then outstanding;

(2)    Indebtedness owed to and held by the Issuer or any Restricted Subsidiary; provided, however, that (A) any subsequent issuance or transfer of any Capital Stock that results in any such Restricted Subsidiary ceasing to be a Restricted Subsidiary or any subsequent transfer of such Indebtedness to a Person other than the Issuer or any Restricted Subsidiary shall be deemed, in each case, to constitute the Incurrence of such Indebtedness by the obligor thereon, (B) if the Issuer is the obligor on such Indebtedness, such Indebtedness is expressly subordinated to the prior payment in full in cash of all obligations with respect to the Notes and (C) if a Guarantor is the obligor on such Indebtedness, such Indebtedness is expressly subordinated to the prior payment in full in cash of all obligations of such Guarantor with respect to its Guarantee;

(3)    the Notes (other than any Additional Notes), including in each case any Guarantee thereof by a Subsidiary Guarantor;

(4)    Indebtedness outstanding on the Issue Date (other than Indebtedness described in clause (1), (2) or (3) of this Section 4.03(b));

(5)    Indebtedness (i) of the Issuer or any Restricted Subsidiary Incurred or issued to finance the acquisition by the Issuer or the Restricted Subsidiary of any Person, property or assets or (ii) of Persons that are acquired by the Issuer or any Restricted Subsidiary or merged into or consolidated with the Issuer or any Restricted Subsidiary in accordance with the terms of this Indenture; provided that, on the date of such acquisition and after giving pro forma effect thereto, (A) the Issuer would have been entitled to Incur at least $1.00 of additional Indebtedness pursuant to Section 4.03(a) hereof or (B) the Consolidated Coverage Ratio of the Issuer and the Restricted Subsidiaries would have been equal to or greater than the Consolidated Coverage Ratio immediately prior to such acquisition, merger or consolidation;

(6)    Refinancing Indebtedness in respect of Indebtedness Incurred pursuant to Section 4.03(a) hereof or pursuant to clause (3), (4), (5) or (19) of this Section 4.03(b) or this clause (6);

(7)    Hedging Obligations that are Incurred for bona fide hedging purposes of the Issuer and its Restricted Subsidiaries (and not for speculative purposes) and Permitted Bank Product Obligations;

(8)    Obligations in respect of customs, stay, appeal, performance, bid and surety bonds and other similar types of bonds and performance and completion guarantees and other obligations of a like nature provided by or on behalf of the Issuer or

any Restricted Subsidiary or obligations in respect of letters of credit related thereto, in each case in the ordinary course of business;

(9)    Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business; provided, however, that such Indebtedness is extinguished within five Business Days of its Incurrence;

(10)    (i) Indebtedness consisting of the Guarantee of a Guarantor, (ii) any guarantee by the Issuer or any Guarantor of Indebtedness (other than any Indebtedness Incurred by a Restricted Subsidiary that is not a Guarantor pursuant to Section 4.03(b) (5), (15) or (16) hereof) of any of the Issuer or its Restricted Subsidiaries so long as the Incurrence of such Indebtedness Incurred by the Issuer or such Restricted Subsidiary is permitted under the terms of this Indenture, and (iii) the guarantee by any Restricted Subsidiary that is not a Guarantor of any Indebtedness of a Restricted Subsidiary that is not a Guarantor; provided that if such Indebtedness is by its express terms subordinated in right of payment to the Senior Indebtedness of the borrower then any such guarantee with respect to such Indebtedness shall be subordinated in right of payment to the Senior Indebtedness of the Person Guaranteeing such Indebtedness;

(11)    the accrual of interest, the accretion or amortization of original issue discount, the payment of interest on any Indebtedness in the form of additional Indebtedness with the same terms and the payment of dividends on Disqualified Stock in the form of additional shares of the same class of Disqualified Stock;

(12)    Indebtedness arising from agreements of the Issuer or a Restricted Subsidiary providing for indemnification, adjustment of purchase price, earn out or similar obligations, in each case, Incurred or assumed in connection with the acquisition or disposition of any business, assets or a Subsidiary, other than Guarantees of Indebtedness Incurred by any Person acquiring all or any portion of such business, assets or a Subsidiary for the purpose of financing such acquisition; provided, however, that in the case of a disposition, the maximum assumable liability in respect of all such Indebtedness shall at no time exceed the gross proceeds, including non-cash proceeds (the fair market value of such non-cash proceeds being measured at the time received and without giving effect to any subsequent changes in value) actually received by the Issuer and the Restricted Subsidiaries in connection with such disposition;

(13)    Indebtedness consisting of Guarantees of loans or other extensions of credit made to or on behalf of officers, directors, employees or consultants of the Issuer or a Restricted Subsidiary for the purpose of permitting such Persons to purchase Capital Stock of the Issuer or any Parent Entity of the Issuer, as the case may be, in an amount not to exceed $5.0 million at any one time outstanding;

(14)    Purchase Money Indebtedness Incurred by the Issuer or a Restricted Subsidiary, and any Refinancing Indebtedness Incurred to Refinance such Indebtedness, in an aggregate principal amount that, when added together with the amount of Indebtedness Incurred pursuant to this clause (14) and then outstanding, does not exceed the greater of (A) $100.0 million or (B) 5% of Total Assets at the date of determination;

(15)    Indebtedness Incurred by a Receivables Subsidiary in a Qualified Receivables Transaction that is not recourse to the Issuer or any other Restricted Subsidiary (except for Standard Securitization Undertakings); provided, however, that, after giving effect to any such Incurrence, the aggregate principal amount of all Indebtedness Incurred under this clause (15) and then outstanding does not exceed, when aggregated with all Indebtedness outstanding under clause (3) of this Section 4.03(b), the maximum amount permitted under clause (1) of this Section 4.03(b);

(16)    Indebtedness Incurred by a Foreign Subsidiary in an aggregate principal amount that, when added together with the amount of Indebtedness Incurred pursuant to this clause (16) and then outstanding, does not exceed $25.0 million;

(17)    Indebtedness of the Issuer or of any Subsidiary Guarantor in an aggregate principal amount that, when taken together with all other Indebtedness Incurred pursuant to this clause (17) and then outstanding, does not exceed the greater of (A) $100.0 million or (B) 5% of Total Assets at the date of determination;

(18)    [reserved];

(19)    Indebtedness of the Issuer or any Restricted Subsidiary up to an amount equal to 100% of the Net Cash Proceeds received by the Issuer from the issuance or sale (other than to a Subsidiary) of its Capital Stock (other than Disqualified Stock) since the Issue Date; provided, however, that any such Net Cash Proceeds that are so received (i) shall be excluded for purposes of making Restricted Payments under Section 4.04(a)(3)(B) hereof and Sections 4.04(b)(1) and (b)(3) hereof and (ii) shall not constitute Excluded Contributions;

(20)    Indebtedness incurred by the Issuer or any Restricted Subsidiary constituting reimbursement obligations with respect to letters of credit issued in the ordinary course of business, including without limitation letters of credit in respect of workers’ compensation claims, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance or other Indebtedness with respect to reimbursement-type obligations regarding workers’ compensation claims; provided, however, that upon the drawing of such letters of credit or the incurrence of such Indebtedness, such obligations are reimbursed within 30 days following such drawing or incurrence;

(21)    Indebtedness of the Issuer or any of its Restricted Subsidiaries supported by a letter of credit issued pursuant to any Credit Facilities in a principal amount not in excess of the stated amount of such letter of credit;

(22)    Indebtedness of the Issuer or any Restricted Subsidiary to the extent the proceeds of such Indebtedness are deposited and used to defease or to satisfy and discharge all of the Notes pursuant to Article 8; and

(23)    Indebtedness of the Issuer or any Restricted Subsidiary consisting of the financing of insurance premiums in the ordinary course of business.

(c)    For purposes of determining compliance with this Section 4.03:

(1)    any Indebtedness outstanding under the Credit Agreement on the Issue Date shall be treated as Incurred under clause (1) of paragraph (b) above;

(2)    in the event that an item of Indebtedness (or any portion thereof) meets the criteria of more than one of the types of Indebtedness described above, the Issuer, in its sole discretion, shall classify such item of Indebtedness or any portion thereof at the time of Incurrence, and may later reclassify such item of Indebtedness or any portion thereof (other than as set forth in clause (c)(1) above), and shall only be required to include the amount and type of such Indebtedness in one of the above clauses;

(3)    the Issuer shall be entitled to divide and classify (and reclassify) an item of Indebtedness in more than one of the types of Indebtedness described above; and

(4)    notwithstanding anything in this Section 4.03 to the contrary, in the case of any Indebtedness incurred to Refinance Indebtedness initially incurred in reliance on a clause of Section 4.03(b) measured by reference to a percentage of Total Assets, accounts receivable or inventory at the time of Incurrence, if such Refinancing would cause the percentage of Total Assets, accounts receivable or inventory restriction to be exceeded if calculated based on the percentage of Total Assets, accounts receivable or inventory on the date of such refinancing, such percentage of Total Assets, accounts receivable or inventory restriction shall not be deemed to be exceeded so long as the principal amount of such Refinancing Indebtedness does not exceed the principal amount of such Indebtedness being Refinanced, plus premiums (including tender premiums), defeasance, costs and fees in connection with such Refinancing.

(d)    For purposes of determining compliance with any U.S. dollar denominated restriction on the Incurrence of Indebtedness where the Indebtedness Incurred is denominated in a different currency, the amount of such Indebtedness shall be the U.S. Dollar Equivalent determined on the date of the Incurrence of such Indebtedness; provided, however, that if any such Indebtedness denominated in a different currency is subject to a Currency Agreement with respect to U.S. dollars covering all principal, premium, if any, and interest payable on such Indebtedness, the amount of such Indebtedness expressed in U.S. dollars shall be as provided in such Currency Agreement. The principal amount of any Refinancing Indebtedness Incurred in the same currency as the Indebtedness being Refinanced shall be the U.S. Dollar Equivalent of the Indebtedness Refinanced, except to the extent that (1) such U.S. Dollar Equivalent was determined based on a Currency Agreement, in which case the Refinancing Indebtedness shall be determined in accordance with the preceding sentence, and (2) the principal amount of the Refinancing Indebtedness exceeds the principal amount of the Indebtedness being Refinanced, in which case the U.S. Dollar Equivalent of such excess shall be determined on the date such Refinancing Indebtedness is Incurred.

(e)    The amount of Indebtedness of any Person at any time in the case of a revolving credit or similar facility shall be the total amount of funds borrowed and then outstanding. In addition, for purposes of determining any particular amount of Indebtedness under this Section 4.03, Guarantees, Liens or letter of credit obligations supporting Indebtedness otherwise included in the determination of such particular amount shall not be included so long

as they were Incurred by a Person that could have Incurred such Indebtedness pursuant to this Section 4.03.

(f)    For all purposes under this Indenture, (1) unsecured Indebtedness shall not be treated as subordinated or junior to Secured Indebtedness merely because it is unsecured and (2) senior Indebtedness shall not be treated as subordinated or junior to any other senior Indebtedness merely because it has a junior priority with respect to the same collateral or is secured by different collateral or because it is guaranteed by different obligors.

SECTION 4.04.    LIMITATION ON RESTRICTED PAYMENTS.

(a)    The Issuer shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, make a Restricted Payment if at the time the Issuer or such Restricted Subsidiary makes such Restricted Payment:

(1)    a Default shall have occurred and be continuing (or would result therefrom);

(2)    the Issuer is not entitled to Incur an additional $1.00 of Indebtedness pursuant to Section 4.03(a) hereof; or

(3)    the aggregate amount of such Restricted Payment and all other Restricted Payments since the Issue Date (including Restricted Payments made pursuant to Section 4.04(b)(2), but excluding all other Restricted Payments permitted by Section 4.04(b)) would exceed the sum of (without duplication):

(A)    $100 million plus 50% of the Consolidated Net Income accrued during the period (treated as one accounting period) from July 1, 2020 to the end of the most recent fiscal quarter ending prior to the date of such Restricted Payment for which internal financial statements are available (or, in case such Consolidated Net Income shall be a deficit, minus 100% of such deficit); plus

(B)    100% of the aggregate Net Cash Proceeds, and 100% of the aggregate Net Fair Market Value of property other than cash, in each case received by the Issuer from the issuance or sale of its Capital Stock (other than Disqualified Stock) subsequent to the Issue Date (other than (i) Excluded Contributions, (ii) an issuance or sale to the Issuer or a Subsidiary of the Issuer, (iii) an issuance or sale to an employee stock ownership plan or to a trust established by the Issuer or any of its Subsidiaries for the benefit of their employees and (iv) any Net Cash Proceeds used to Incur Indebtedness under Section 4.03(b)(19)) and 100% of any cash capital contribution (other than Excluded Contributions), and 100% of the fair market value of a capital contribution of property other than cash, in each case received by the Issuer from its equity holders subsequent to the Issue Date; plus

(C)    the amount by which Indebtedness (other than Indebtedness owed to the Issuer or any of its Subsidiaries) of the Issuer is reduced on the Issuer’s balance sheet upon the conversion or exchange subsequent to the Issue Date of

any Indebtedness of the Issuer for Capital Stock (other than Disqualified Stock) of the Issuer (less the amount of any cash, or the fair market value of any other property, distributed by the Issuer upon such conversion or exchange); provided, however, that the foregoing amount shall not exceed the Net Cash Proceeds received by the Issuer or any Restricted Subsidiary from the sale of such Indebtedness (excluding Net Cash Proceeds from sales to the Issuer or to a Subsidiary of the Issuer or to an employee stock ownership plan or to a trust established by the Issuer or any of its Subsidiaries for the benefit of their employees); plus

(D)    100% of the aggregate amount received in cash by the Issuer or any Restricted Subsidiary and the fair market value of property other than cash received by the Issuer or any Restricted Subsidiary, in each case subsequent to the Issue Date, from:

(i)    the sale or other disposition (other than to the Issuer or any of its Subsidiaries) of Investments (other than Permitted Investments) made by the Issuer or any of its Restricted Subsidiaries and from repurchases and redemptions of such Investments (other than Permitted Investments) from the Issuer or any of its Restricted Subsidiaries by any Person (other than the Issuer or any of its Subsidiaries) and from repayments of loans or advances that constituted Investments (other than Permitted Investments) (except in each case to the extent the Investment was made pursuant to Section 4.04(b) hereof); and

(ii)     dividend or distribution from an Unrestricted Subsidiary (solely to the extent not otherwise included in Consolidated Net Income); plus

(E)    in the event any Unrestricted Subsidiary has been re-designated as a Restricted Subsidiary or has been merged, consolidated or amalgamated with or into, or transfers or conveys its assets to, or is liquidated into, the Issuer or a Restricted Subsidiary, in each case subsequent to the Issue Date, the fair market value of the Investment of the Issuer or such Restricted Subsidiary in such Unrestricted Subsidiary at the time of such re-designation, combination or transfer (or of the assets transferred or conveyed, as applicable), after deducting any Indebtedness associated with the Unrestricted Subsidiary so designated or combined or any Indebtedness associated with the assets so transferred or conveyed (except in each case to the extent that the designation of such Subsidiary as an Unrestricted Subsidiary was made pursuant to Section 4.04(b) hereof or constituted a Permitted Investment).

The fair market value of property other than cash covered by clauses (3)(B), (C), (D) and (E) above shall be determined in good faith by the Issuer.

(b)    The provisions of Section 4.04(a) hereof shall not prohibit:

(1)    any Restricted Payment made out of the Net Cash Proceeds of the substantially concurrent sale of, or made by exchange for, Capital Stock of the Issuer (other than Disqualified Stock and other than Capital Stock issued or sold to the Issuer or

a Subsidiary of the Issuer or an employee stock ownership plan or to a trust established by the Issuer or any of its Subsidiaries for the benefit of their employees) or a substantially concurrent cash capital contribution received by the Issuer from its equity holders; provided, however, that the Net Cash Proceeds from such sale or such cash capital contribution (to the extent so used for such Restricted Payment) shall be excluded from the calculation of amounts under Section 4.03(a)(3)(B) hereof shall not constitute Excluded Contributions or be used to Incur Indebtedness pursuant to Section 4.03(b)(19) hereof;

(2)    dividends or other distributions paid within 60 days after the date of declaration thereof if at such date of declaration such dividend or other distribution would have complied with this Section 4.04;

(3)    so long as no Default has occurred and is continuing, the purchase, redemption or other acquisition of shares of Capital Stock of the Issuer, any Parent Entity of the Issuer or any of its Subsidiaries from any of their employees, former employees, officers, former officers, directors, former directors, consultants or former consultants (or permitted transferees of such employees, former employees, officers, former officers, directors, former directors, consultants or former consultants), pursuant to the terms of the agreements (including employment agreements) or plans (or amendments thereto) approved by the Board of Directors of the Issuer or any Parent Entity of the Issuer, as the case may be, under which such individuals purchase or sell, or are granted the option to purchase or sell, shares of such Capital Stock; provided, however, that the aggregate amount of such Restricted Payments (excluding amounts representing cancelation of Indebtedness) shall not exceed $25.0 million in any calendar year; provided further that such amount in any calendar year may be increased by (i) the cash proceeds of key man life insurance policies received by the Issuer and its Restricted Subsidiaries after the Issue Date and (ii) the aggregate cash proceeds received by the Issuer (or any direct or indirect parent of the Issuer to the extent the proceeds are contributed to the common equity capital of the Issuer) during that calendar year from any re-issuance of Capital Stock by the Issuer (or any Parent Entity of the Issuer) to employees, officers, directors or consultants of the Issuer and its Restricted Subsidiaries (provided that such aggregate cash proceeds received upon re-issuance shall be excluded for purposes of making Restricted Payments under Section 4.04(a)(3)(B) and Section 4.04(b)(1) hereof and shall not constitute Excluded Contributions or be used to Incur Indebtedness under Section 4.03(b)(19) hereof, less any amount previously applied to the payment of Restricted Payments pursuant to this Section 4.04(b)(3);

(4)    the declaration and payments of dividends on Disqualified Stock issued pursuant to Section 4.03 hereof; provided, however, that at the time of payment of such dividend, no Default shall have occurred and be continuing (or result therefrom);

(5)    repurchases of Capital Stock deemed to occur upon exercise of stock options or warrants or similar stock-based instruments if such Capital Stock represents a portion of the exercise price of such options or in connection with a gross-up or tax withholding related to such Capital Stock;

(6)    cash payments in lieu of the issuance of fractional shares or limited liability company units in connection with the exercise of warrants, options or other securities convertible into or exchangeable for Capital Stock of the Issuer or any Parent Entity of the Issuer or in connection with a merger, consolidation, amalgamation or other combination involving the Issuer or any Parent Entity of the Issuer; provided, however, that any such cash payment shall not be for the purpose of evading the limitation of this Section 4.04 (as determined in good faith by the Board of Directors of the Issuer);

(7)    in the event of a Change of Control, and if no Default shall have occurred and be continuing, the payment, purchase, redemption, defeasance or other acquisition or retirement of Subordinated Obligations of the Issuer or any Subsidiary Guarantor, in each case, at a purchase price not greater than 101% of the principal amount of such Subordinated Obligations, plus any accrued and unpaid interest thereon; provided, however, that prior to such payment, purchase, redemption, defeasance or other acquisition or retirement, the Issuer (or a third party to the extent permitted by this Indenture) have made a Change of Control Offer with respect to the Notes as a result of such Change of Control and have repurchased all Notes validly tendered and not withdrawn in connection with such Change of Control Offer;

(8)    payments of intercompany subordinated Indebtedness, the Incurrence of which was permitted under Section 4.03(b)(2) hereof; provided, however, that no Default has occurred and is continuing or otherwise would result therefrom;

(9)    the acquisition or retirement of Disqualified Stock of the Issuer (other than from the Issuer or any of its Subsidiaries), either:

(A)    solely in exchange for shares of Disqualified Stock of such Person; or

(B)    through the application of net proceeds of a substantially concurrent sale of shares of Disqualified Stock of such Person (other than Disqualified Stock issued or sold to the Issuer or any of its Subsidiaries, or an employee stock ownership plan or a trust established by the Issuer or any of its Subsidiaries for the benefit of their employees or another Person to the extent such sale is financed by loans to such Person from or guaranteed by the Issuer or any of its Subsidiaries, unless such loans have been repaid with cash on or prior to the date of determination) (“Refinancing Disqualified Stock”); provided that:

(i)    the Refinancing Disqualified Stock does not mature or become mandatorily redeemable or subject to purchase pursuant to a sinking fund obligation, upon the occurrence of certain events or otherwise, earlier than the Disqualified Stock being acquired;

(ii)    the amount of all obligations with respect to the redemption, repayment or other repurchase of such Refinancing Disqualified Stock does not exceed the amount of all obligations with respect to the redemption, repayment or other repurchase of the Disqualified Stock being acquired (calculated in each case in accordance with the definition of “Indebtedness”); and

(iii)    if the Disqualified Stock being acquired or retired is issued by a Restricted Subsidiary, such Refinancing Disqualified Stock shall be issued only by such Restricted Subsidiary;

(10)    payments or distributions by the Issuer or any of its Restricted Subsidiaries to dissenting stockholders pursuant to applicable law in connection with any merger, amalgamation or acquisition consummated on or after the Issue Date and not prohibited by this Indenture;

(11)    Restricted Payments that are made with Excluded Contributions;

(12)    the redemption, repurchase, defeasance or other acquisition or retirement of Subordinated Obligations of the Issuer or a Subsidiary Guarantor made in exchange for, or out of the proceeds of the substantially concurrent sale of, new Indebtedness of the Issuer or a Subsidiary Guarantor, as the case may be, Incurred in accordance with this Indenture so long as:

(A)    the principal amount (or accreted value, if applicable) of such new Indebtedness does not exceed the principal amount of (or accreted value, if applicable), plus any accrued and unpaid interest on, the Subordinated Obligations being so redeemed, repurchased, acquired or retired for value, plus the amount of any reasonable premium to be paid, defeasance costs and any reasonable fees and expenses incurred in connection with the issuance of such new Indebtedness;

(B)    such new Indebtedness is subordinated to the Notes or the applicable Guarantee at least to the same extent as such Subordinated Obligations so purchased, exchanged, redeemed, repurchased, defeased, acquired or retired for value;

(C)    such new Indebtedness has a final scheduled maturity date equal to or later than the final scheduled maturity date of the Subordinated Obligations being so redeemed, repurchased, defeased, acquired or retired; and

(D)    such new Indebtedness has a Weighted Average Life to Maturity equal to or greater than the remaining Weighted Average Life to Maturity of the Subordinated Obligations being so redeemed, repurchased, defeased, acquired or retired;

(13)    Restricted Payments in an amount that, when taken together with all Restricted Payments made pursuant to this clause (13), does not exceed $125.0 million; provided, however, that at the time of each such Restricted Payment, no Default shall have occurred and be continuing (or result therefrom); and

(14)    any Restricted Payments so long as the Consolidated Leverage Ratio, at the time of each such Restricted Payment, after giving pro forma effect to such Restricted Payment, is no greater than 3.50 to 1.00; provided, however, that at the time of each such Restricted Payment, no Default shall have occurred and be continuing (or result therefrom).

For purposes of Sections 4.04(b)(1) and 4.04(b)(9)(B) hereof, a Restricted Payment shall be deemed to have been made substantially concurrently with a sale, contribution or Incurrence, as the case may be, if made or irrevocably committed to within 60 days of such sale, contribution or Incurrence.

For purposes of determining compliance with this Section 4.04, in the event that a Restricted Payment meets the criteria of more than one of the categories of Restricted Payments described in clauses (1) through (14) above, or is permitted pursuant to Section 4.04(a), the Issuer shall be entitled to classify such Restricted Payment (or portion thereof) on the date of its payment or later reclassify such Restricted Payment (or portion thereof) in any manner that complies with this Section 4.04.

SECTION 4.05.    LIMITATION ON RESTRICTIONS ON DISTRIBUTIONS FROM RESTRICTED SUBSIDIARIES. The Issuer shall not, and shall not permit any of its Restricted Subsidiaries to, create or otherwise cause or permit to exist or become effective any consensual encumbrance or restriction on the ability of any such Restricted Subsidiary to (a) pay dividends or make any other distributions on its Capital Stock to the Issuer or any Restricted Subsidiary or pay any Indebtedness owed to the Issuer or any Restricted Subsidiary, (b) make any loans or advances to the Issuer or any Restricted Subsidiary or (c) transfer any of its property or assets to the Issuer or any Restricted Subsidiary, except:

(1)    any encumbrance or restriction pursuant to an agreement in effect at or entered into on the Issue Date (including the Credit Agreement);

(2)    any encumbrance or restriction with respect to a Restricted Subsidiary pursuant to an agreement relating to any Indebtedness Incurred or Capital Stock issued by such Restricted Subsidiary on or prior to the date on which such Restricted Subsidiary was acquired by the Issuer or any Restricted Subsidiary (other than Indebtedness Incurred or Capital Stock issued as consideration in, or to provide all or any portion of the funds or credit support utilized to consummate, the transaction or series of related transactions pursuant to which such Restricted Subsidiary became a Restricted Subsidiary or was acquired by the Issuer or any Restricted Subsidiary) and outstanding on such date;

(3)    any encumbrance or restriction existing under or by reason of Indebtedness or other contractual requirements of a Receivables Subsidiary or any Standard Securitization Undertaking, in each case in connection with a Qualified Receivables Transaction; provided that such restrictions apply only to such Receivables Subsidiary and Receivables and Related Assets;

(4)    any encumbrance or restriction arising by reason of applicable law, rule, regulation or order;

(5)    restrictions on cash or other deposits or net worth imposed by customers, suppliers or landlords under contracts entered into in the ordinary course of business;

(6)    any encumbrance or restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of all or

substantially all the Capital Stock or assets of such Restricted Subsidiary pending the closing of such sale or disposition;

(7)    any encumbrance or restriction consisting of customary nonassignment provisions in leases governing leasehold interests to the extent such provisions impose restrictions of the type described in clause (c) above on the lease or the property leased thereunder;

(8)    Secured Indebtedness otherwise permitted to be Incurred under the terms of this Indenture that restricts the transfer of the assets securing such Indebtedness;

(9)    Purchase Money Indebtedness Incurred in compliance with Section 4.03 hereof;

(10)    customary provisions in joint venture agreements and other similar agreements entered into in the ordinary course of business that restrict the transfer of ownership interests in such joint venture or similar Person;

(11)    any encumbrance or restriction contained in any Indebtedness Incurred by a Foreign Subsidiary in compliance with this Indenture that applies only to such Foreign Subsidiary;

(12)    any encumbrance or restriction contained in any Indebtedness Incurred by the Issuer or a Restricted Subsidiary subsequent to the Issue Date pursuant to Section 4.03(b)(5), (7), (12), (17), (19) or (22) hereof; and

(13)    agreements governing other Indebtedness permitted to be Incurred under Section 4.03; provided that the restrictions therein will not materially adversely impact the Issuer’s ability to make required principal or interest payments on the Notes (as determined by the Issuer in good faith);

(14)    Permitted Liens;

(15)    any restriction on cash or other deposits or net worth imposed by customers, licensors or lessors or required by insurance, surety or bonding companies, in each case under contracts entered into in the ordinary course of business; and

(16)    any encumbrances or restrictions of the type referred to in clauses (a), (b) and (c) above imposed by any amendments or refinancings of the contracts, instruments or obligations referred to in clauses (1) through (15) above; provided that such amendments or refinancings are, in the good faith judgment of the Board of Directors of the Issuer, not materially more restrictive as a whole with respect to such dividend and other restrictions than those contained in the dividend or other restrictions prior to such amendment or refinancing.

SECTION 4.06.    LIMITATION ON SALES OF ASSETS AND SUBSIDIARY STOCK.

(a)    The Issuer shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, consummate any Asset Disposition unless:

(1)    the Issuer or such Restricted Subsidiary receives consideration at the time of such Asset Disposition at least equal to the fair market value (including as to the value of all non-cash consideration and including by way of relief from, or by any Person assuming responsibility for, any liabilities, contingent or otherwise) of the shares and assets subject to such Asset Disposition, (i) if such fair market value exceeds $25.0 million, as determined in good faith by the Board of Directors of the Issuer or (ii), if such fair market value is equal to or less than $25.0 million, as determined in good faith by an Officer of the Issuer;

(2)    in the case of Asset Dispositions that are not Permitted Asset Swaps, at least 75% of the consideration thereof received by the Issuer or such Restricted Subsidiary from such Asset Sale, together with all other Asset Sales since the Issue Date (on a cumulative basis) (including by way of relief from, or by any other Person assuming responsibility for, any liabilities, contingent or otherwise), is in the form of cash or Cash Equivalents; and

(3)    an amount equal to 100% of the Net Available Cash from such Asset Disposition is applied by the Issuer or such Restricted Subsidiary, as the case may be:

(A)    to the extent the Issuer or such Restricted Subsidiary, as the case may be, elects (or is required by the terms of any Indebtedness) to prepay, repay, redeem or purchase Indebtedness under any Credit Facility (and, in the case of revolving indebtedness under any Credit Facility, to correspondingly reduce commitments with respect thereto) and Indebtedness (other than any Disqualified Stock) of a Restricted Subsidiary that is not a Guarantor (other than Indebtedness owed to the Issuer), in each case within 450 days from the later of the date of such Asset Disposition or the receipt of such Net Available Cash;

(B)    to the extent the Issuer or such Restricted Subsidiary, as the case may be, elects, to acquire Additional Assets within 450 days from the later of the date of such Asset Disposition or the receipt of such Net Available Cash; and/or

(C)    to the extent the Issuer or such Restricted Subsidiary, as the case may be, elects, to prepay, repay or purchase Pari Passu Indebtedness; provided that, if the Issuer prepays, repays or purchases Pari Passu Indebtedness pursuant to this clause (C), the Issuer shall equally and ratably reduce Obligations under the Notes as provided under paragraph 5 of the Notes, through open-market purchases or by making an offer (in accordance with the procedures set forth in this Section 4.06 for an Asset Disposition Offer) to all Holders;

provided, however, that in connection with any prepayment, repayment or purchase of Indebtedness pursuant to clause (A) or (C) above, the Issuer or such Restricted Subsidiary shall permanently retire such Indebtedness and shall cause the related loan commitment (if any) to be permanently reduced in an amount equal to the principal amount so prepaid, repaid or purchased.

The amount of any Net Available Cash that is not applied or invested as provided in the preceding paragraph within 450 days after receipt thereof shall constitute “Excess Proceeds”.

Pending application of Net Available Cash pursuant to this Section 4.06, such Net Available Cash shall be invested in Cash Equivalents or applied to temporarily reduce revolving credit indebtedness.

For the purposes of this Section 4.06(a), the following are deemed to be cash or Cash Equivalents:

(1)    the assumption or discharge of Indebtedness of the Issuer or any Restricted Subsidiary (other than obligations in respect of Disqualified Stock or Preferred Stock of the Issuer or a Subsidiary Guarantor) and the release of the Issuer or such Restricted Subsidiary from all liability on such Indebtedness in connection with such Asset Disposition;

(2)    securities received by the Issuer or any Restricted Subsidiary from the transferee that are converted within 90 days by the Issuer or such Restricted Subsidiary into cash, to the extent of cash received in that conversion; and

(3)    any Designated Non-cash Consideration received by the Issuer or any Restricted Subsidiary in an Asset Disposition having an aggregate fair market value, taken together with all other Designated Non-cash Consideration received pursuant to this clause (3) (unless such Designated Non-cash Consideration has been converted into cash, which cash shall be treated after such conversion as Net Available Cash), not to exceed 7.5% of Total Assets at the time of the receipt of such Designated Non-cash Consideration (with the fair market value of each item of Designated Non-cash Consideration being measured at the time received and without giving effect to subsequent changes in value).

(b)    On the 450th day after the later of an Asset Disposition or the receipt of such Net Available Cash, if the aggregate amount of Excess Proceeds under this Indenture exceeds $50.0 million in the aggregate in such fiscal year (without carryover of any lower amounts to subsequent fiscal years), the Issuer shall within 10 Business Days be required to make an offer (“Asset Disposition Offer”) to all Holders and, to the extent the Issuer elects, to all holders of other outstanding Pari Passu Indebtedness, to purchase the maximum principal amount of Notes and any such Pari Passu Indebtedness to which the Asset Disposition Offer applies that may be purchased out of the Excess Proceeds, at an offer price in respect of the Notes in an amount equal to 100% of the principal amount of the Notes and Pari Passu Indebtedness, in each case, plus accrued and unpaid interest, if any, to, but not including, the date of purchase, in accordance with the procedures set forth in this Indenture or the agreements governing the Pari Passu Indebtedness, as applicable, and, with respect to the Notes, in minimum denominations of $2,000 and in integral multiples of $1,000 in excess thereof. If the aggregate purchase price of the securities tendered exceeds the Net Available Cash allotted to their purchase, the Issuer shall select the securities to be purchased on a pro rata basis but in round denominations, which will be denominations of $1,000 principal amount or multiples thereof.

(c)    Promptly, and in any event within 10 days after the Issuer becomes obligated to make an Asset Disposition Offer, the Issuer shall deliver to the Trustee and deliver, electronically or by first-class mail to each Holder, a notice at such Holder’s registered address or otherwise in accordance with the procedures of the Depositary, stating that the Holder may elect to have its Notes purchased by the Issuer either in whole or in part (subject to prorating as described in Section 4.06(b) hereof) in integral multiples of $1,000 of principal amount, at the applicable purchase price. The notice shall specify a purchase date not less than 30 days nor more than 60 days after the date of such notice (the “Purchase Date”) and shall contain all instructions and materials necessary to enable such Holder to tender Notes pursuant to the Asset Disposition Offer, together with the information contained in clause (3) below.

(1)    Not later than the date upon which written notice of an Asset Disposition Offer is delivered to the Trustee as provided below, the Issuer shall deliver to the Trustee an Officer’s Certificate as to (A) the amount of the Asset Disposition Offer (the “Offer Amount”), including information as to any other Pari Passu Indebtedness included in the Asset Disposition Offer, (B) the allocation of the Net Available Cash from the Asset Dispositions pursuant to which such Asset Disposition Offer is being made and (C) the compliance of such allocation with the provisions of Section 4.06(a) and (b) hereof. On such date, the Issuer shall also irrevocably deposit with the Trustee or with a Paying Agent (or, if the Issuer is acting as its own Paying Agent, segregate and hold in trust) in cash or Cash Equivalents, maturing on the last day prior to the Purchase Date or on the Purchase Date if funds are immediately available by open of business, an amount equal to the Offer Amount to be held for payment in accordance with the provisions of this Section. If the Asset Disposition Offer includes other Pari Passu Indebtedness, the deposit described in the preceding sentence may be made with any other paying agent pursuant to arrangements reasonably satisfactory to the Trustee. Upon the expiration of the period for which the Asset Disposition Offer remains open (the “Offer Period”), the Issuer shall deliver to the Trustee for cancellation the Notes or portions thereof which have been properly tendered to and are to be accepted by the Issuer. The Trustee shall, on the Purchase Date, mail or deliver payment (or cause the delivery of payment) to each tendering Holder in the amount of the purchase price. In the event that the aggregate purchase price of the Notes delivered by the Issuer to the Trustee is less than the Offer Amount applicable to the Notes, the Trustee shall deliver the excess to the Issuer immediately after the expiration of the Offer Period.

(2)    Holders electing to have a Note purchased shall be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Note duly completed, to the Issuer at the address specified in the notice at least three Business Days prior to the Purchase Date. Holders shall be entitled to withdraw their election if the Trustee or the Issuer receives not later than two Business Days prior to the Purchase Date, a facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note which was delivered for purchase by the Holder and a statement that such Holder is withdrawing such Holder’s election to have such Note purchased. Holders whose Notes are purchased only in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered.

(3)    At the time the Issuer delivers Notes to the Trustee which are to be accepted for purchase, the Issuer shall also deliver an Officer’s Certificate stating that such Notes are to be accepted by the Issuer pursuant to and in accordance with the terms of this Section 4.06. A Note shall be deemed to have been accepted for purchase at the time the Trustee, directly or through an agent, mails or delivers payment therefor, including in accordance with the procedures of the Depositary, to the surrendering Holder.

(d)    Upon completion of such an Asset Disposition Offer, Net Available Cash will be deemed to be reduced by the aggregate amount of such offer (regardless of the amount of Notes tendered in such offer) and the Issuer may use such amounts for any purpose not prohibited by this Indenture. Additionally, the Issuer may, at its option, make an Asset Disposition Offer using proceeds from any Asset Sale at any time after the consummation of such Asset Sale. Upon consummation or expiration of any such offer, any remaining Net Available Cash shall not be deemed Net Available Cash and the Issuer may use such amounts for any purpose not prohibited by this Indenture.

(e)    To the extent that any portion of Net Available Cash payable in respect of the Notes is denominated in a currency other than U.S. dollars, the amount thereof payable in respect of the Notes shall not exceed the net amount of funds in U.S. dollars that is actually received by the Issuer upon converting such portion into U.S. dollars.

(f)    Notwithstanding any other provisions of this Section 4.06, (i) to the extent that any of or all the Net Available Cash of any Asset Sale by a Foreign Subsidiary (a “Foreign Disposition”) is (x) prohibited or delayed by applicable local law, (y) restricted by applicable organizational documents or any agreement or (z) subject to other onerous organizational or administrative impediments from being repatriated to the United States, the portion of such Net Available Cash so affected will not be required to be applied in compliance with this Section 4.06 so long, but only so long, as the applicable local law, documents or agreements will not permit repatriation to the United States (the Issuer hereby agreeing to use reasonable efforts (as determined in the Issuer’s reasonable business judgment) to otherwise cause the applicable Foreign Subsidiary to within one year following the date on which the respective payment would otherwise have been required, promptly take all actions reasonably required by the applicable local law, applicable organizational impediments or other impediment to permit such repatriation), and if within one year following the date on which the respective payment would otherwise have been required, such repatriation of any of such affected Net Available Cash is permitted under the applicable local law, applicable organizational impediment or other impediment, such repatriated Net Available Cash will be promptly (and in any event not later than five (5) Business Days after such repatriation could be made) applied (net of additional taxes payable or reserved against as a result thereof) (whether or not repatriation actually occurs) in compliance with this Section 4.06 and (ii) to the extent that the Issuer has determined in good faith that repatriation of any of or all the Net Available Cash of any Foreign Disposition would have an adverse tax consequence (which for the avoidance of doubt, includes, but is not limited to, any prepayment whereby doing so the Issuer, any Restricted Subsidiary or any of their respective Affiliates and/or equity owners would incur a tax liability, including a taxable dividend, deemed dividend pursuant to Code Section 956 or a withholding tax), the Net Available Cash so affected will not be required to be applied in compliance with this Section

4.06. The non-application of any prepayment amounts as a consequence of the foregoing provisions will not, for the avoidance of doubt, constitute a Default or an Event of Default.

(g)    To the extent applicable, the Issuer will comply with the requirements of Section 14e-1 of the Exchange Act and any other securities laws or regulations in connection with the repurchase of Notes pursuant to an Asset Disposition Offer. To the extent that the provisions of any securities laws or regulations conflict with provisions of this Section 4.06, the Issuer will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Section 4.06 by virtue of its compliance with such securities laws or regulations.

(h)    The provisions of this Indenture relative to the Issuer’s obligation to make an Asset Disposition Offer as a result of an Asset Sale may be waived or modified with the written consent of the Holders in a majority of principal amount of the outstanding Notes.

SECTION 4.07.    LIMITATION ON AFFILIATE TRANSACTIONS.

(a)    The Issuer shall not, and shall not permit any of its Restricted Subsidiaries to, enter into or permit to exist any transaction (including the purchase, sale, lease or exchange of any property, employee compensation arrangements or the rendering of any service) with, or for the benefit of, any Affiliate of the Issuer (an “Affiliate Transaction”) unless:

(1)    the terms of the Affiliate Transaction are no less favorable to the Issuer or such Restricted Subsidiary than those that could be obtained at the time of the Affiliate Transaction in arm’s-length dealings with a Person that is not an Affiliate; and

(2)    if such Affiliate Transaction involves an amount in excess of $15.0 million, the terms of the Affiliate Transaction are set forth in writing and a majority of the Board of Directors of the Issuer (and, if any, a majority of the directors of the Issuer who are disinterested with respect to such Affiliate Transaction), have determined in good faith that the criteria set forth in clause (1) above are satisfied and have approved the relevant Affiliate Transaction as evidenced by a resolution of the Board of Directors.

(b)    The provisions of Section 4.07(a) hereof shall not prohibit:

(1)    any Permitted Investment or Restricted Payment, in each case permitted to be made pursuant to Section 4.04 hereof;

(2)    any issuance of securities, or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment or compensation arrangements, stock options and stock ownership plans approved by the Board of Directors of the Issuer;

(3)    the payment of reasonable fees to directors of the Issuer and its Restricted Subsidiaries or any Parent Entity of the Issuer who are not employees of the Issuer or its Restricted Subsidiaries and reasonable payments for indemnification to directors and officers of the Issuer and its Restricted Subsidiaries or any Parent Entity of the Issuer;

(4)    any transaction with the Issuer, a Restricted Subsidiary or joint venture or similar entity that would constitute an Affiliate Transaction solely because the Issuer or a Restricted Subsidiary owns an equity interest in or otherwise controls such Restricted Subsidiary, joint venture or similar entity;

(5)    the issuance or sale of any Capital Stock (other than Disqualified Stock) of the Issuer or any contribution to the capital of the Issuer;

(6)    any agreement as in effect on the Issue Date and described in the Offering Memorandum under the heading “Certain Relationships and Related Party Transactions” or any renewals or extensions of any such agreement (so long as such renewals or extensions are not, taken as a whole, materially less favorable to the Holders as determined by the Board of Directors of the Issuer in its reasonable good faith judgment) and the transactions contemplated thereby;

(7)    transactions with customers, clients, suppliers or purchasers or sellers of goods or services, in each case in the ordinary course of business and otherwise in compliance with the terms of this Indenture that are on terms no less favorable than those that would have been obtained in a comparable transaction with an unrelated party;

(8)    any transaction effected as part of a Qualified Receivables Transaction;

(9)    [reserved];

(10)    [reserved];

(11)    any Affiliate Transaction in which the Issuer receives a written opinion from an Independent Qualified Party to the effect that such Affiliate Transaction is fair, from a financial standpoint, to the Issuer and its Restricted Subsidiaries or is not less favorable to the Issuer and its Restricted Subsidiaries than could reasonably be expected to be obtained at the time in an arm’s-length transaction with a Person that was not an Affiliate;

(12)    investments by an Affiliate in securities of the Issuer or any of its Subsidiaries so long as (a) the investment is being offered generally to other investors on the same or more favorable terms and (b) the investments by all Affiliates in the aggregate constitute less than 5.0% of the proposed issue amount of such securities;

(13)    transactions with joint ventures or Unrestricted Subsidiaries entered into in the ordinary course of business that are no less favorable to the Issuer or such Restricted Subsidiary than those that could be obtained at the time of the transaction in arm’s-length dealings with a Person that is not an Affiliate;

(14)    any contributions to the common equity capital of the Issuer;

(15)    [reserved]; and

(16)    transactions between the Issuer or any of its Restricted Subsidiaries and any Person, the sole affiliation with the Issuer or any of its Restricted Subsidiaries of

which is that a director of such Person is also a director of the Issuer or any direct or indirect parent of the Issuer; provided, however, that such director abstains from voting as a director of the Issuer or such direct or indirect parent of the Issuer on any matter involving such other Person.

SECTION 4.08.    [RESERVED].

SECTION 4.09.    CHANGE OF CONTROL.

(a)    Upon the occurrence of a Change of Control, each Holder shall have the right to require that the Issuer repurchase such Holder’s Notes at a purchase price in cash equal to 101% of the principal amount thereof on the date of purchase plus accrued and unpaid interest, if any, to the date of purchase (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date), in accordance with the terms contemplated in Section 4.09(b) hereof. In the event that at the time of such Change of Control the terms of the Credit Agreement restrict or prohibit the purchase of Notes following such Change of Control, then prior to the delivery of the notice to Holders provided for in Section 4.09(b) below but in any event within 30 days following any Change of Control, the Issuer shall (1) repay in full all such Indebtedness or (2) obtain the requisite consents under the agreements governing such Indebtedness to permit the repurchase of the Notes as provided in Section 4.09(b) hereof. If the Issuer cannot repay such Indebtedness or obtain such consents, the Issuer will remain prohibited from purchasing the Notes under this Section 4.09.

(b)    Within 30 days following any Change of Control, the Issuer shall deliver electronically or by first-class mail a notice to each Holder at such Holder’s registered address or otherwise in accordance with the procedures of the Depositary, with a copy to the Trustee (the “Change of Control Offer”), stating:

(1)    that a Change of Control has occurred and that such Holder has the right to require the Issuer to purchase such Holder’s Notes at a purchase price in cash equal to 101% of the principal amount thereof on the date of purchase, plus accrued and unpaid interest, if any, to the date of purchase (subject to the right of Holders of record on the relevant record date to receive interest on the relevant interest payment date);

(2)    the circumstances and relevant facts regarding such Change of Control (including information with respect to pro forma historical income, cash flow and capitalization, in each case after giving effect to such Change of Control);

(3)    the purchase date (which shall be no earlier than 30 days nor later than 60 days from the date such notice is delivered); and

(4)    the instructions, as determined by the Issuer, consistent with this Section 4.09, that a Holder must follow in order to have its Notes purchased.

(c)    Holders electing to have a Note purchased shall be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Note duly completed, to the Issuer at the address specified in the notice at least three Business Days prior to the purchase date. Holders shall be entitled to withdraw their election if the Trustee

receives or the Issuer receives, not later than two Business Days prior to the purchase date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note which was delivered for purchase by the Holder and a statement that such Holder is withdrawing such Holder’s election to have such Note purchased.

(d)    On the purchase date, all Notes purchased by the Issuer under this Section 4.09 shall be delivered by the Issuer to the Trustee for cancellation, and the Issuer shall pay the purchase price plus accrued and unpaid interest, if any, to the Holders entitled thereto.

(e)    Notwithstanding the foregoing provisions of this Section, the Issuer shall not be required to make a Change of Control Offer with respect to the Notes following a Change of Control if (1) a third party makes the Change of Control Offer with respect to the Notes in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.09 applicable to a Change of Control Offer made by the Issuer and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer, (2) a notice of redemption of all of the Notes has been given pursuant to this Indenture in accordance with paragraph 5 of the Notes, unless and until there has been a default in payment of the applicable redemption price, or (3) the Issuer’s obligations under this Indenture are defeased or discharged pursuant to Article 8 on or promptly following a Change of Control. A Change of Control Offer may be made in advance of a Change of Control, conditional upon the Change of Control, if a definitive agreement is in place for the Change of Control at the time of making of the Change of Control Offer.

(f)    The Issuer shall comply, to the extent applicable, with the requirements of Section 14(e) of the Exchange Act and any other securities laws or regulations in connection with the repurchase of Notes pursuant to this Section 4.09. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.09, the Issuer shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.09 by virtue of their compliance with such securities laws or regulations.

(g)    The provisions of this Indenture relative to the Issuer’s obligation to make a Change of Control Offer may be waived or modified with the written consent of the Holders of a majority in principal amount of the outstanding Notes.

SECTION 4.10.    LIMITATION ON LIENS. The Issuer shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, Incur or permit to exist any Lien (the “Initial Lien”) of any nature whatsoever on any of their respective properties (including Capital Stock of a Restricted Subsidiary), whether owned at the Issue Date or thereafter acquired, securing any Indebtedness, other than Permitted Liens, without effectively providing that the Notes shall be secured equally and ratably with (or prior to) the obligations so secured for so long as such obligations are so secured.

Any Lien created for the benefit of the Holders of the Notes pursuant to the preceding sentence shall provide by its terms that such Lien shall be automatically and unconditionally released and discharged upon the release and discharge of the Initial Lien.

SECTION 4.11.    [RESERVED].

SECTION 4.12.    FUTURE GUARANTORS. At any time that any Indebtedness under any Credit Agreement is outstanding, the Issuer shall cause each of its Restricted Subsidiaries (other than any Foreign Subsidiary) that Incurs (including by Guarantee) any Indebtedness under any Credit Agreement, in each case, within five Business Days of such Incurrence, to execute and deliver to the Trustee a Guarantee Agreement pursuant to which such Restricted Subsidiary shall Guarantee payment of the Notes on the same terms and conditions as those set forth in this Indenture. At any time that no Indebtedness under any Credit Agreement is outstanding, the Issuer shall cause each of its Restricted Subsidiaries (other than any Foreign Subsidiary) that Incurs (including by Guarantee) any Indebtedness in a principal amount outstanding in excess of $25.0 million (other than Indebtedness permitted to be Incurred pursuant to Section 4.03(b)(2), (3), (7), (8), (9), (11), (12), (13) or (15) hereof), and each Foreign Subsidiary that enters into a Guarantee of any Senior Indebtedness in a principal amount outstanding in excess of $25.0 million (other than a Foreign Subsidiary that Guarantees Senior Indebtedness Incurred by another Foreign Subsidiary), in each case, within five Business Days of such Incurrence, to execute and deliver to the Trustee a Guarantee Agreement pursuant to which such Restricted Subsidiary shall Guarantee payment of the Notes on the same terms and conditions as those set forth in this Indenture. Notwithstanding the foregoing, this Section 4.12 shall not apply to any Receivables Subsidiary.

SECTION 4.13.    [RESERVED].

SECTION 4.14.    COMPLIANCE CERTIFICATE. The Issuer shall deliver to the Trustee within 120 days after the end of each fiscal year of the Issuer, an Officer’s Certificate stating that in the course of the performance by the signer of his or her duties as an Officer such Officer would normally have knowledge of any Default and whether or not the signer knows of any Default that occurred during such period. If the Officer does, the certificate shall describe the Default, its status and what action the Issuer is taking or proposes to take with respect thereto.

SECTION 4.15.    FURTHER INSTRUMENTS AND ACTS. Upon the reasonable request of the Trustee, the Issuer shall execute and deliver such further instruments and do such further acts as may be reasonably necessary or proper to carry out more effectively the purpose of this Indenture.

SECTION 4.16.    COVENANT SUSPENSION. If at any time following the date of this Indenture:

(a)    the Notes have Investment Grade Ratings from both Rating Agencies; and

(b)    no Default or Event of Default shall have occurred and be continuing,

then, beginning on that date (the “Suspension Date”) and subject to the provisions of this Section 4.16, the following covenants (the “Suspended Covenants”) will be immediately suspended:

(1)    Section 4.03;

(2)    Section 4.04;

(3)    Section 4.05;

(4)    Section 4.06;

(5)    Section 4.07;

(6)    Section 4.12; and

(7)    Section 5.01(a)(3).

Notwithstanding the foregoing, if the rating assigned by either such Rating Agency should subsequently decline and the Notes cease to have Investment Grade Ratings from both Rating Agencies, the foregoing covenants will be reinstated as of and from the date of such rating decline (the “Reversion Date”). The period of time between the Suspension Date and the Reversion Date is referred to as the “Suspension Period.”

Calculations under the reinstated Section 4.04 will be made as if Section 4.04 had been in effect since the Issue Date and prior to, but not during, the Suspension Period. Accordingly, Restricted Payments made during the Suspension Period will not reduce the amount available to be made as Restricted Payments under Section 4.04(a). On the Reversion Date, Indebtedness Incurred during any Suspension Period will be classified initially to have been Incurred pursuant to Section 4.03(b)(4). Notwithstanding that the Suspended Covenants may be reinstated, no Default will be deemed to have occurred as a result of a failure to comply with such Suspended Covenants during any Suspension Period (or upon termination of any covenant Suspension Period or after that time based solely on events that occurred during the Suspension Period). On the Reversion Date, the amount of Excess Proceeds shall be reset at zero. Any Affiliate Transaction entered into after the Reversion Date pursuant to an agreement entered into during any Suspension Period will be deemed to have been outstanding on the Issue Date, so that it is classified as permitted under Section 4.07(b)(6). Any encumbrance or restriction on the ability of any Restricted Subsidiary to take any action described in clauses (a) through (c) of Section 4.05 that becomes effective during the Suspension Period will be deemed to have existed on the Issue Date, so that it is classified as permitted under clause (1) of Section 4.05. On and after each Reversion Date, the Issuer and its Restricted Subsidiaries will be permitted to consummate the transactions contemplated by any contract entered into during the Suspension Period, so long as such contract and such consummation would have been permitted during such Suspension Period.

The Issuer shall provide an Officer’s Certificate to the Trustee indicating the occurrence of any Suspension Date or Reversion Date. The Trustee shall have no obligation to independently determine or verify if such events have occurred or notify the Holders of any Suspension Date or Reversion Date. The Trustee may provide a copy of such Officer’s Certificate to any Holder upon request.

No Subsidiary shall be designated as an Unrestricted Subsidiary during a Suspension Period.

Article 5

SUCCESSOR COMPANY

SECTION 5.01.    MERGER OR TRANSFER OF ASSETS.

(a)    The Issuer shall not consolidate with or merge with or into, or convey, transfer or lease, in one transaction or a series of transactions, directly or indirectly, all or substantially all of the assets of the Issuer and the Restricted Subsidiaries determined on a Consolidated Basis, to, any Person, unless:

(1)    the resulting, surviving or transferee Person (the “Successor Company”) shall be a Person organized and existing under the laws of the United States of America, any State thereof or the District of Columbia and the Successor Company (if not the Issuer) shall expressly assume, by an indenture supplemental thereto, executed and delivered to the Trustee, all of the obligations of the Issuer under the Guarantees or the Notes, as applicable, and this Indenture;

(2)    immediately after giving pro forma effect to such transaction (and treating any Indebtedness that becomes an obligation of the Successor Company or any Subsidiary as a result of such transaction as having been Incurred by such Successor Company or such Subsidiary at the time of such transaction), no Default shall have occurred and be continuing;

(3)    immediately after giving pro forma effect to such transaction, either (A) the Successor Company would be able to Incur an additional $1.00 of Indebtedness pursuant to Section 4.03(a) hereof or (B) the Consolidated Coverage Ratio for the Successor Company would be equal to or greater than the Consolidated Coverage Ratio immediately prior to such transaction; and

(4)    the Issuer shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indenture (if any) comply with this Indenture.

provided, however, that clause (3) shall not be applicable to (A) the Issuer or any Restricted Subsidiary consolidating with, merging into or transferring all or part of its properties and assets to the Issuer or a Wholly Owned Subsidiary (so long as no Capital Stock of the Issuer or such Wholly Owned Subsidiary is distributed to any Person) or (B) the Issuer merging with an Affiliate of the Issuer solely for the purpose and with the sole effect of reincorporating the Issuer in another jurisdiction.

For purposes of this Section 5.01, the sale, lease, conveyance, assignment, transfer or other disposition of all or substantially all of the properties and assets of one or more Subsidiaries of the Issuer, which properties and assets, if held by the Issuer instead of such Subsidiaries, would constitute all or substantially all of the properties and assets of the Issuer and the Restricted Subsidiaries determined on a Consolidated Basis, shall be deemed to be the transfer of all or substantially all of the properties and assets of the Issuer and the Restricted Subsidiaries.

The Successor Company shall be the successor to the Issuer and shall succeed to, and be substituted for, and may exercise every right and power of, such Person under this

Indenture, and the predecessor Person, except in the case of a lease, shall be released from the obligation to pay the principal of and interest on the Notes.

(b)    The Issuer shall not permit any Subsidiary Guarantor to consolidate with or merge with or into, or convey, transfer or lease, in one transaction or a series of transactions, all or substantially all of its assets to any Person unless:

(1)    the Subsidiary Guarantor (A) has been disposed of in its entirety to another Person (other than to the Issuer or an Affiliate of the Issuer), whether through a merger, consolidation or sale of Capital Stock or assets or (B) as a result of the disposition of all or a portion of its Capital Stock, has ceased to be a Subsidiary of the Issuer, in both cases, if in connection therewith the Issuer provides an Officer’s Certificate to the Trustee to the effect that the Issuer will comply with its obligations under Section 4.06 hereof in respect of such disposition; or

(2)    (A) the resulting, surviving or transferee Person (if not such Subsidiary) shall be a Person organized and existing under the laws of the jurisdiction under which such Subsidiary was organized or under the laws of the United States of America, or any State thereof or the District of Columbia; (B) such Person shall expressly assume, by a Guarantee Agreement, all the obligations of such Subsidiary, if any, under its Guarantee; (C) immediately after giving effect to such transaction or transactions on a pro forma basis (and treating any Indebtedness which becomes an obligation of the resulting, surviving or transferee Person as a result of such transaction as having been issued by such Person at the time of such transaction), no Default shall have occurred and be continuing; and (D) the Issuer delivers to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such Guarantee Agreement, if any, comply with this Indenture;

provided, however, that this Section 5.01 shall not be applicable to any Guarantor consolidating with, merging into or transferring all or part of its properties and assets to the Issuer or a Guarantor.

Article 6

DEFAULTS AND REMEDIES

SECTION 6.01.    EVENTS OF DEFAULT. An “Event of Default” occurs if:

(1)    the Issuer defaults in the payment of interest on the Notes when due, and such default continues for 30 days;

(2)    the Issuer defaults in the payment of the principal of any Note when due at its Stated Maturity, upon optional redemption, upon required purchase, upon declaration of acceleration or otherwise;

(3)    the Issuer fails to comply with its obligations under Section 5.01;

(4)    the Issuer fails to comply for 30 days after the notice specified below with any of its obligations under Section 4.09 hereof (other than a failure to purchase the Notes);

(5)    the Issuer or any Guarantor fails to comply for 60 days after the notice specified below with its other agreements with respect to the Notes contained in this Indenture;

(6)    Indebtedness of the Issuer, any Guarantor or any Significant Subsidiary is not paid within any applicable grace period after final maturity or is accelerated by the holders thereof because of a default and the total amount of such Indebtedness unpaid or accelerated exceeds $25.0 million;

(7)    the Issuer or any Significant Subsidiary, pursuant to or within the meaning of any Bankruptcy Law:

(A)    commences a voluntary case;

(B)    consents to the entry of an order for relief against it in an involuntary case;

(C)    consents to the appointment of a Custodian of it or for any substantial part of its property;

(D)    makes a general assignment for the benefit of its creditors; or

(E)    takes any comparable action under any foreign laws relating to insolvency;

(8)    a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that:

(A)    is for relief against the Issuer or any Significant Subsidiary, in an involuntary case;

(B)    appoints a Custodian of the Issuer, any Significant Subsidiary or for any substantial part of its property;

(C)    orders the winding up or liquidation of the Issuer or any Significant Subsidiary; or

(D)    any similar relief is granted under any foreign laws and the order or decree remains unstayed and in effect for 60 days;

(9)    any judgment or decree for the payment of money in excess of $25.0 million is entered against the Issuer, a Guarantor or any Significant Subsidiary, and remains outstanding for a period of 60 consecutive days following the entry of such judgment or decree and is not discharged, waived or stayed; or

(10)    any Guarantee of any Significant Subsidiary ceases to be in full force and effect (other than in accordance with the terms of such Guarantee) or any Guarantor denies or disaffirms its obligations under its Guarantee.

The term “Bankruptcy Law” means Title 11, UNITED STATES CODE, or any similar Federal or state law for the relief of debtors. The term “Custodian” means any receiver, trustee, assignee, liquidator, custodian or similar official under any Bankruptcy Law.

A Default under clauses (4) and (5) shall not constitute an Event of Default until the Trustee or the Holders of at least 25% in principal amount of the outstanding Notes notify the Issuer of the Default and the Issuer does not cure such Default within the time specified after receipt of such notice. Such notice must specify the Default, demand that it be remedied and state that such notice is a “Notice of Default.”

The Issuer shall deliver to the Trustee, within 30 days after the occurrence thereof, written notice in the form of an Officer’s Certificate of any Event of Default under clause (6), (9) or (10) and any event which with the giving of notice or the lapse of time would become an Event of Default under clause (4), (5) or (9), its status and what action the Issuer is taking or proposes to take with respect thereto.

SECTION 6.02.    ACCELERATION.

(a)    If an Event of Default (other than an Event of Default specified in Section 6.01(7) or (8) hereof with respect to the Issuer) occurs and is continuing, the Trustee, by notice to the Issuer, or the Holders of at least 25% in principal amount of the outstanding Notes, by notice to the Issuer and the Trustee, may declare the principal of and accrued but unpaid interest on all the Notes to be due and payable. Upon such a declaration of acceleration, such principal and interest shall be due and payable immediately. If an Event of Default specified in Section 6.01(7) or (8) hereof with respect to the Issuer occurs and is continuing, the principal of and interest on all the Notes shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holders of the Notes. The Holders of a majority in principal amount of the Notes by notice to the Trustee may rescind an acceleration and its consequences if the rescission would not conflict with any judgment or decree of a court of competent jurisdiction and if all existing Events of Default have been cured or waived except nonpayment of principal of, premium, if any, and interest on the Notes that has become due solely because of acceleration. No such rescission shall affect any subsequent Default or impair any right consequent thereto.

(b)    In the event of a declaration of acceleration of the Notes because an Event of Default has occurred and is continuing as a result of the acceleration of any Indebtedness described in Section 6.01(6) hereof (excluding any resulting payment default under this Indenture or the Notes), the declaration of acceleration of the Notes shall be automatically annulled if the holders of all Indebtedness described in Section 6.01(6) hereof have rescinded the declaration of acceleration in respect of such Indebtedness within 20 days of the date of such declaration, and if the annulment of the acceleration of the Notes would not conflict with any judgment or decree of a court of competent jurisdiction, and all existing Events of Default, except non-payment of principal or interest on the Notes that became due solely because of the acceleration of the Notes, have been cured or waived.

SECTION 6.03.    OTHER REMEDIES. If an Event of Default occurs and is continuing and has not otherwise been waived in accordance with Section 6.04 or 9.02, the Trustee may pursue any available remedy to collect the payment of principal of or interest on the Notes or to enforce the performance of any provision of such Notes or this Indenture.

The Trustee may maintain a proceeding even if it does not possess any of the Notes or does not produce any of them in the proceeding. A delay or omission by the Trustee or any Noteholder in exercising any right or remedy accruing upon an Event of Default shall not impair the right or remedy or constitute a waiver of or acquiescence in the Event of Default. No remedy is exclusive of any other remedy. All available remedies are cumulative.

SECTION 6.04.    WAIVER OF PAST DEFAULTS. The Holders of a majority in aggregate principal amount of the Notes then outstanding by notice to the Trustee may on behalf of the Holders of all of the Notes waive (including consents obtained in connection with a tender offer or exchange for the Notes) an existing Default or Event of Default and its consequences under this Indenture except (i) a continuing Default or Event of Default in the payment of interest on, or the principal of, the Notes, (ii) a Default arising from the failure to redeem or purchase any Notes when required pursuant to this Indenture or (iii) a Default in respect of a provision that under Section 9.02 hereof cannot be amended without the consent of each Holder affected. When a Default is waived it is deemed cured, but no such waiver shall extend to any subsequent or other Default or impair any consequent right.

SECTION 6.05.    CONTROL BY MAJORITY. The Holders of a majority in principal amount of the Notes may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture or, subject to Section 7.01 hereof, that the Trustee determines is unduly prejudicial to the rights of other Noteholders or would involve the Trustee in personal liability; provided, however, that the Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction. Prior to taking any action under this Article 6, the Trustee shall be entitled to indemnification satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such action.

SECTION 6.06.    LIMITATION ON SUITS. Except to enforce the right to receive payment of principal, premium (if any) or interest when due, no Noteholder may pursue any remedy with respect to this Indenture or the Notes unless:

(1)    such Holder has previously given to the Trustee written notice that an Event of Default is continuing;

(2)    the Holders of at least 25% in principal amount of the outstanding Notes have made a written request to the Trustee to pursue the remedy;

(3)    such Holder or Holders have offered to the Trustee reasonable security or indemnity against any loss, liability or expense;

(4)    the Trustee has not complied with such request within 60 days after the receipt thereof and the offer of security or indemnity; and

(5)    Holders of a majority in principal amount of the outstanding Notes do not give the Trustee a direction inconsistent with such request during such 60-day period.

A Noteholder may not use this Indenture to prejudice the rights of another Noteholder or to obtain a preference or priority over another Noteholder. In the event that the Definitive Notes (as defined in Appendix A) are not issued to any beneficial owner promptly after the Registrar has received a request from the Holder of a Global Note (as defined in Appendix A) to issue such Definitive Notes to such beneficial owner or its nominee, the Issuer expressly agrees and acknowledges, with respect to the right of any Holder to pursue a remedy pursuant to this Indenture, the right of such beneficial holder of Notes to pursue such remedy with respect to the portion of the Global Note that represents such beneficial holder’s Notes as if such Definitive Notes had been issued.

SECTION 6.07.    RIGHTS OF HOLDERS TO RECEIVE PAYMENT. Notwithstanding any other provision of this Indenture, the right of any Holder to bring suit for the enforcement of or to receive payment of principal of and interest on the Notes held by such Holder, on or after the respective due dates expressed in the Notes, shall not be impaired or affected without the consent of such Holder.

SECTION 6.08.    COLLECTION SUIT BY TRUSTEE. If an Event of Default specified in Section 6.01(1) or (2) hereof occurs and is continuing, the Trustee may recover judgment in its own name and as trustee of an express trust against the Issuer for the whole amount then due and owing (together with interest on any unpaid interest to the extent lawful) and the amounts provided for in Section 7.07 hereof.

SECTION 6.09    TRUSTEE MAY FILE PROOFS OF CLAIM. The Trustee may file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Trustee and the Noteholders allowed in any judicial proceedings relative to the Issuer, its creditors or its property and, unless prohibited by law or applicable regulations, may vote on behalf of the Holders in any election of a trustee in bankruptcy or other Person performing similar functions, and any Custodian in any such judicial proceeding is hereby authorized by each Holder to make payments to the Trustee and, in the event that the Trustee shall consent to the making of such payments directly to the Holders, to pay to the Trustee any amount due it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and its counsel, and any other amounts due the Trustee under Section 7.07 hereof.

SECTION 6.10.    PRIORITIES. If the Trustee collects any money or property with respect the Notes pursuant to this Article 6, it shall pay out the money or property in the following order:

FIRST:        to the Trustee for amounts due under Section 7.07 hereof;

SECOND:    to Holders of Notes for amounts due and unpaid on the Notes for principal and interest, ratably, without preference or priority of any kind, according to the amounts due and payable on the Notes for principal and interest, respectively; and

THIRD:    to the Issuer, or to the extent the Trustee collects any amount for any Guarantor, to such Guarantor.

The Trustee may fix a record date and payment date for any payment to Noteholders pursuant to this Section. At least 15 days before such record date, the Issuer shall deliver to each Noteholder and the Trustee a notice that states the record date, the payment date and amount to be paid.

SECTION 6.11.    UNDERTAKING FOR COSTS. In any suit for the enforcement of any right or remedy under this Indenture or in any suit against the Trustee for any action taken or omitted by it as Trustee, a court in its discretion may require the filing by any party litigant in the suit of an undertaking to pay the costs of the suit, and the court in its discretion may assess reasonable costs, including reasonable attorneys’ fees, against any party litigant in the suit, having due regard to the merits and good faith of the claims or defenses made by the party litigant. This Section does not apply to a suit by the Trustee, a suit by a Holder pursuant to Section 6.07 hereof or a suit by Holders of more than 10% in aggregate principal amount of the Notes.

SECTION 6.12.    WAIVER OF STAY OR EXTENSION LAWS. The Issuer (to the extent it may lawfully do so) shall not at any time insist upon, or plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay or extension law wherever enacted, now or at any time hereafter in force, which may affect the covenants or the performance of this Indenture; and the Issuer (to the extent that it may lawfully do so) hereby expressly waives all benefit or advantage of any such law, and shall not hinder, delay or impede the execution of any power herein granted to the Trustee, but shall suffer and permit the execution of every such power as though no such law had been enacted.

Article 7

TRUSTEE

SECTION 7.01.    DUTIES OF TRUSTEE.

(a)    If an Event of Default has occurred and is continuing, the Trustee shall exercise the rights and powers vested in it by this Indenture and use the same degree of care and skill in its exercise as a prudent Person would exercise or use under the circumstances in the conduct of such Person’s own affairs.

(b)    Except during the continuance of an Event of Default:

(1)    the Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and no implied covenants or obligations shall be read into this Indenture against the Trustee; and

(2)    in the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements

of this Indenture. However, the Trustee shall examine the certificates and opinions to determine whether or not they conform to the requirements of this Indenture.

(c)    The Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act or its own willful misconduct, except that:

(1)    this paragraph does not limit the effect of paragraph (b) of this Section;

(2)    the Trustee shall not be liable for any error of judgment made in good faith by a Trust Officer unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and

(3)    the Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6.05.

(d)    Every provision of this Indenture that in any way relates to the Trustee is subject to paragraphs (a), (b) and (c) of this Section.

(e)    The Trustee shall not be liable for interest on any money received by it except as the Trustee may agree in writing with the Issuer.

(f)    Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law.

(g)    No provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers, if it shall have reasonable grounds to believe that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.

(h)    Every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Section.

SECTION 7.02.    RIGHTS OF TRUSTEE.

(a)    The Trustee may rely on any document believed by it to be genuine and to have been signed or presented by the proper Person. The Trustee need not investigate any fact or matter stated in the document.

(b)    Before the Trustee acts or refrains from acting, it may require an Officer’s Certificate or an Opinion of Counsel. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on the Officer’s Certificate or Opinion of Counsel.

(c)    The Trustee may act through agents and shall not be responsible for the misconduct or negligence of any agent appointed with due care.

(d)    The Trustee shall not be liable for any action it takes or omits to take in good faith which it believes to be authorized or within its rights or powers; provided, however, that the Trustee’s conduct does not constitute willful misconduct or negligence.

(e)    The Trustee may consult with counsel, and the advice or opinion of counsel with respect to legal matters relating to this Indenture and the Notes shall be full and complete authorization and protection from liability in respect to any action taken, omitted or suffered by it hereunder in good faith and in accordance with the advice or opinion of such counsel.

SECTION 7.03.    INDIVIDUAL RIGHTS OF TRUSTEE. The Trustee in its individual or any other capacity may become the owner or pledgee of Notes and may otherwise deal with the Issuer or its Affiliates with the same rights it would have if it were not Trustee. Any Paying Agent, Registrar, co-registrar or co-paying agent may do the same with like rights. However, the Trustee must comply with Sections 7.10 and 7.11 hereof. In addition, the Trustee shall be permitted to engage in transactions with the Issuer; provided, however, that if the Trustee acquires any conflicting interest, the Trustee shall (i) eliminate such conflict within 90 days of acquiring such conflicting interest, or (ii) resign.

SECTION 7.04.    TRUSTEE’S DISCLAIMER. The Trustee shall not be responsible for and makes no representation as to the validity or adequacy of this Indenture or the Notes, it shall not be accountable for the Issuer’s use of the proceeds from the Notes, and it shall not be responsible for any statement of the Issuer in this Indenture or in any document issued in connection with the sale of the Notes or in the Notes other than the Trustee’s certificate of authentication. The Trustee shall have no responsibility or liability with respect to any information, statement or recital in any offering memorandum or other disclosure material prepared or distributed with respect to the issuance of the Notes. The Issuer shall not be deemed an agent of the Trustee, Registrar or Paying Agent for any purpose, and the Trustee, Registrar and Paying Agent shall not be responsible for the compliance of any of them with their respective duties hereunder.

SECTION 7.05.    NOTICE OF DEFAULTS. If a Default occurs, is continuing and is known to the Trustee, the Trustee shall deliver to each Noteholder notice of the Default within 90 days after it occurs. Except in the case of a Default in the payment of principal of or interest, if any, on any Note, the Trustee may withhold the notice if and so long as a committee of its Trust Officers in good faith determines that withholding the notice is not opposed to the interests of the Noteholders.

SECTION 7.06.    [RESERVED].

SECTION 7.07.    COMPENSATION AND INDEMNITY. The Issuer shall pay to the Trustee from time to time reasonable compensation for its services. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Issuer shall reimburse the Trustee upon request for all reasonable out-of-pocket expenses incurred or made by it, including costs of collection, in addition to the compensation for its services. Such expenses shall include the reasonable compensation and expenses, disbursements and advances of the Trustee’s agents, counsel, accountants and experts. The Issuer shall indemnify the Trustee against any and all loss, liability or expense (including attorneys’ fees) incurred by it in connection with the administration of this trust and the performance of its duties hereunder. The Trustee shall notify the Issuer promptly of any claim for which it may seek indemnity. Failure by the Trustee to so notify the Issuer shall not relieve the Issuer of its obligations hereunder. The Issuer shall defend the claim and the Trustee may have separate

counsel and the Issuer shall pay the fees and expenses of such counsel. The Issuer needs not reimburse any expense or indemnify against any loss, liability or expense incurred by the Trustee through the Trustee’s own willful misconduct, negligence or bad faith.

To secure the Issuer’s payment obligations in this Section, the Trustee shall have a lien prior to the Notes on all money or property held or collected by the Trustee other than money or property held in trust to pay principal of and interest on particular Notes.

The Issuer’s payment obligations pursuant to this Section shall survive the discharge of this Indenture. When the Trustee incurs expenses after the occurrence of a Default specified in Section 6.01(7) or (8) hereof with respect to the Issuer, the expenses are intended to constitute expenses of administration under any Bankruptcy Law.

SECTION 7.08.    REPLACEMENT OF TRUSTEE. The Trustee may resign at any time by so notifying the Issuer in writing not less than 30 days prior to the effective date of such resignation. The Holders of a majority in principal amount of the Notes may remove the Trustee by so notifying the Trustee in writing not less than 30 days prior to the effective date of such removal and may appoint a successor Trustee with the Issuer’s consent, which consent shall not be unreasonably withheld. The Issuer shall remove the Trustee if:

(1)    the Trustee fails to comply with Section 7.10 hereof;

(2)    the Trustee is adjudged bankrupt or insolvent;

(3)    a receiver or other public officer takes charge of the Trustee or its property; or

(4)    the Trustee otherwise becomes incapable of acting.

If the Trustee resigns, is removed by the Issuer or by the Holders of a majority in principal amount of the Notes, and such Holders do not reasonably promptly appoint a successor Trustee, or if a vacancy exists in the office of Trustee for any reason (the Trustee in such event being referred to herein as the retiring Trustee), the Issuer shall promptly appoint a successor Trustee.

A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the Issuer. Thereupon the resignation or removal of the retiring Trustee shall become effective, and the successor Trustee shall have all the rights, powers and duties of the Trustee under this Indenture. The successor Trustee shall mail a notice of its succession to Noteholders. The retiring Trustee shall promptly transfer all property held by it as Trustee to the successor Trustee, subject to the lien provided for in Section 7.07 hereof.

If a successor Trustee does not take office within 60 days after the retiring Trustee resigns or is removed, the retiring Trustee or the Holders of 10% in principal amount of the Notes may petition any court of competent jurisdiction for the appointment of a successor Trustee.

If the Trustee fails to comply with Section 7.10 hereof, any Noteholder may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee.

Notwithstanding the replacement of the Trustee pursuant to this Section, the Issuer’s obligations under Section 7.07 hereof shall continue for the benefit of the retiring Trustee.

SECTION 7.09.    SUCCESSOR TRUSTEE BY MERGER. If the Trustee consolidates with, merges or converts into, or transfers all or substantially all its corporate trust business or assets to, another corporation or banking association, the resulting, surviving or transferee corporation without any further act shall be the successor Trustee.

In case at the time such successor or successors by merger, conversion or consolidation to the Trustee shall succeed to the trusts created by this Indenture any of the Notes shall have been authenticated but not delivered, any such successor to the Trustee may adopt the certificate of authentication of any predecessor trustee, and deliver such Notes so authenticated; and in case at that time any of the Notes shall not have been authenticated, any successor to the Trustee may authenticate such Notes either in the name of any predecessor hereunder or in the name of the successor to the Trustee; and in all such cases such certificates shall have the full force which it is anywhere in the Notes or in this Indenture provided that the certificate of the Trustee shall have.

SECTION 7.10.    ELIGIBILITY; DISQUALIFICATION. This Indenture shall always have a Trustee that is a corporation organized and doing business under the laws of the United States of America or of any state thereof that is authorized under such laws to exercise corporate trustee power, that is subject to supervision or examination by federal or state authorities. The Trustee shall have a combined capital and surplus of at least $50,000,000 as set forth in its most recent published annual report of condition. If this Indenture is qualified under the TIA, this Indenture shall always have a Trustee who satisfies the requirements of TIA Section 310(a) and the Trustee shall comply with TIA Section 310(b); provided, however, that there shall be excluded from the operation of TIA Section 310(b)(1) any indenture or indentures under which other securities or certificates of interest or participation in other securities of the Issuer are outstanding if the requirements for such exclusion set forth in TIA Section 310(b)(1) are met.

SECTION 7.11.    [RESERVED].

Article 8

DISCHARGE OF INDENTURE; DEFEASANCE

SECTION 8.01.    DISCHARGE OF LIABILITY ON NOTES; DEFEASANCE.

(a)    When (1) the Issuer delivers to the Trustee all outstanding Notes (other than Notes replaced pursuant to Section 2.07 hereof) for cancellation or (2) all Notes that have not been delivered to the Trustee for cancellation (i) have become due and payable by reason of

the mailing of a notice of redemption or otherwise or (ii) will become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of the notice of redemption pursuant to Article 3 hereof, and, in the case of clause (2), the Issuer irrevocably deposits with the Trustee funds sufficient to pay at maturity or upon redemption all outstanding Notes, including interest thereon to maturity or such redemption date (other than Notes replaced pursuant to Section 2.07 hereof), and if in either case the Issuer pays all other sums payable hereunder by the Issuer with respect to the Notes, then this Indenture shall, subject to Section 8.01(c) hereof, cease to be of further effect. The Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of the Issuer accompanied by an Officer’s Certificate and an Opinion of Counsel and at the cost and expense of the Issuer.

(b)    Subject to Sections 8.01(c) and 8.02 hereof, the Issuer at any time may terminate (1) all its obligations under the Notes and this Indenture (“legal defeasance option”) or (2) their obligations under Sections 4.02, 4.03, 4.04, 4.05, 4.06, 4.07, 4.09, 4.10 and 4.12 and the operation of Sections 6.01(4), 6.01(6), 6.01(7), 6.01(8) and 6.01(9) (but, in the case of Sections 6.01(7) and (8), with respect only to Significant Subsidiaries and Guarantors) and the limitations contained in Section 5.01(a)(3) (“covenant defeasance option”). The Issuer may exercise its legal defeasance option notwithstanding its prior exercise of its covenant defeasance option.

If the Issuer exercises its legal defeasance option, payment of the Notes may not be accelerated because of an Event of Default with respect thereto. If the Issuer exercises its covenant defeasance option, payment of the Notes may not be accelerated because of an Event of Default specified in Sections 6.01(4), 6.01(6), 6.01(7), 6.01(8) or 6.01(9) (but, in the case of Sections 6.01(7) and (8), with respect only to Significant Subsidiaries) or because of the failure of the Issuer to comply with Section 5.01(a)(3). If the Issuer exercises its legal defeasance option or its covenant defeasance option, each Guarantor, if any, shall be released from all its obligations with respect to its Guarantee of the Notes.

Upon satisfaction of the conditions set forth herein and upon request of the Issuer, the Trustee shall acknowledge in writing the discharge of those obligations that the Issuer terminates.

(c)    Notwithstanding clauses (a) and (b) above, the Issuer’s obligations with respect to the Notes in Sections 2.03, 2.04, 2.05, 2.06, 2.07, 2.08, 7.07 and 7.08 hereof and in this Article 8 shall survive until the Notes have been paid in full. Thereafter, the Issuer’s obligations in Sections 7.07, 8.04 and 8.05 shall survive.

SECTION 8.02.    CONDITIONS TO DEFEASANCE. The Issuer may exercise its legal defeasance option or its covenant defeasance option only if:

(1)    the Issuer irrevocably deposits in trust with the Trustee money or U.S. Government Obligations or a combination thereof for the payment of principal and interest on the Notes to maturity or redemption, as the case may be;

(2)    the Issuer delivers to the Trustee a certificate from a nationally recognized firm of independent accountants expressing their opinion that the payments of principal and interest when due and without reinvestment on the deposited U.S. Government Obligations plus any deposited money without investment will provide cash at such times

and in such amounts as will be sufficient to pay principal and interest when due on all the Notes to maturity or redemption, as the case may be;

(3)    the Issuer delivers to the Trustee an Officer’s Certificate stating that the deposit was not made by the Issuer with the intent of preferring the Holders over the other creditors of the Issuer or any Guarantor or with the intent of defeating hindering, delaying or defrauding creditors of the Issuer or any Guarantor or others;

(4)    the deposit does not constitute a default under any other agreement binding on the Issuer;

(5)    in the case of the legal defeasance option, the Issuer shall have delivered to the Trustee an Opinion of Counsel stating that (A) the Issuer has received from, or there has been published by, the Internal Revenue Service a ruling, or (B) since the date of this Indenture there has been a change in the applicable Federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, subject to customary assumptions and exclusions, the Holders of the Notes will not recognize income, gain or loss for Federal income tax purposes as a result of such deposit and legal defeasance and will be subject to Federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such deposit and legal defeasance had not occurred;

(6)    in the case of the covenant defeasance option, the Issuer shall have delivered to the Trustee an Opinion of Counsel to the effect that the Holders of the Notes will not recognize income, gain or loss for Federal income tax purposes as a result of such deposit and covenant defeasance and will be subject to Federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such deposit and covenant defeasance had not occurred; and

(7)    the Issuer delivers to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance and discharge of the Notes as contemplated by this Article 8 have been complied with.

Before or after a deposit, the Issuer may make arrangements satisfactory to the Trustee for the redemption of Notes at a future date in accordance with Article 3.

SECTION 8.03.    APPLICATION OF TRUST MONEY. The Trustee shall hold in trust money or U.S. Government Obligations deposited with it pursuant to this Article 8. It shall apply the deposited money and the money from U.S. Government Obligations through the Paying Agent and in accordance with this Indenture to the payment of principal of and interest on the Notes.

SECTION 8.04.    REPAYMENT TO ISSUER. The Trustee and the Paying Agent shall promptly turn over to the Issuer upon request any excess money or securities held by them at any time.

Subject to any applicable abandoned property law, the Trustee and the Paying Agent shall pay to the Issuer upon request any money held by them for the payment of principal

or interest that remains unclaimed for two years, and, thereafter, Noteholders entitled to the money must look to the Issuer for payment as general creditors.

SECTION 8.05.    INDEMNITY FOR GOVERNMENT OBLIGATIONS. The Issuer shall pay and shall indemnify the Trustee against any tax, fee or other charge imposed on or assessed against deposited U.S. Government Obligations or the principal and interest received on such U.S. Government Obligations.

SECTION 8.06.    REINSTATEMENT. If the Trustee or Paying Agent is unable to apply any money or U.S. Government Obligations in accordance with this Article 8 by reason of any legal proceeding or by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, the Issuer’s and each Guarantor’s obligations under this Indenture with respect to the Notes, each Guarantee of the Notes shall be revived and reinstated as though no deposit had occurred pursuant to this Article 8 until such time as the Trustee or Paying Agent is permitted to apply all such money or U.S. Government Obligations in accordance with this Article 8; provided, however, that, if the Issuer has made any payment of interest on or principal of any Notes because of the reinstatement of their obligations, the Issuer shall be subrogated to the rights of the Holders of such Notes to receive such payment from the money or U.S. Government Obligations held by the Trustee or Paying Agent.

Article 9

AMENDMENTS

SECTION 9.01.    WITHOUT CONSENT OF HOLDERS. The Issuer, the Guarantors and the Trustee may amend this Indenture or the Notes without notice to or consent of any Holder of Notes:

(1)    to cure any ambiguity, omission, defect or inconsistency (including conforming this Indenture to the description contained in the Offering Memorandum under the heading “Description of Notes”);

(2)    to provide for the assumption by a successor corporation of the obligations of the Issuer or any Guarantor under this Indenture to comply with Article 5;

(3)    to provide for uncertificated Notes in addition to or in place of certificated Notes (provided that the uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code, or in a manner such that the uncertificated Notes are described in Section 163(f)(2)(B) of the Code);

(4)    to add Guarantees with respect to the Notes, including any Subsidiary Guarantees, or to secure the Notes;

(5)    to add to the covenants of the Issuer or a Guarantor for the benefit of the Holders of the Notes or to surrender any right or power herein conferred upon the Issuer or a Guarantor;

(6)    to make any change that does not adversely affect the rights of any Holder of the Notes; or

(7)    to make any amendment to the provisions of this Indenture relating to the transfer and legending of Notes; provided, however, that (a) compliance with this Indenture as so amended would not result in Notes being transferred in violation of the Securities Act or any other applicable securities law and (b) such amendment does not materially and adversely affect the rights of Holders to transfer Notes.

Upon the request of the Issuer and upon receipt by the Trustee of the documents described in Sections 9.06 and 11.04 hereof, the Trustee will join with the Issuer and the Guarantors (to the extent the amended or supplemental indenture relates to a Guarantee) in the execution of an amended or supplemental indenture or other amendment unless such amended or supplemental indenture or other amendment affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but will not be obligated to, enter into such amended or supplemental indenture or other amendment.

After an amendment under this Section becomes effective, the Issuer shall deliver to the Noteholders a notice briefly describing such amendment. The failure to give such notice to all Noteholders, or any defect therein, shall not impair or affect the validity of an amendment under this Section.

SECTION 9.02.    WITH CONSENT OF HOLDERS. The Issuer, the Guarantors and the Trustee may amend this Indenture or the Notes with the written consent of the Holders of at least a majority in principal amount of the Notes then outstanding (including consents obtained in connection with a tender offer or exchange for the Notes) and any past default or compliance with any provisions of the Notes may also be waived with the consent of the Holders of at least a majority in principal amount of the Notes then outstanding. However, without the consent of each Holder of an outstanding Note affected thereby, an amendment or waiver may not:

(1)    reduce the amount of such Notes whose Holders must consent to an amendment;

(2)    reduce the rate of or extend the time for payment of interest on any such Note;

(3)    reduce the principal of or change the Stated Maturity of any such Note (other than the provisions described in Sections 4.06 and 4.09);

(4)    reduce the premium payable on any Note or change the time at which any Note may be redeemed (other than the provisions with respect to minimum required notice of redemption);

(5)    make any such Note payable in money other than that stated in the Note;

(6)    impair the right of any Holder to institute suit for the enforcement of any payment on or with respect to such Holder’s Notes;

(7)    waive a Default or Event of Default with respect to the nonpayment of principal, premium or interest (except pursuant to a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of such Notes and a waiver of the payment default that resulted from such acceleration);

(8)    make any change in the amendment or waiver provisions that require each Holder’s consent;

(9)    make any change in the ranking or priority of any such Note that would adversely affect the Holders of Notes.

It shall not be necessary for the consent of the Holders under this Section to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof.

Upon the request of the Issuer and upon the filing with the Trustee of evidence of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Sections 9.06 and 11.04 hereof, the Trustee will join with the Issuer and the Guarantors (to the extent the amended or supplemental indenture relates to a Guarantee) in the execution of such amended or supplemental indenture or amendment unless such amended or supplemental indenture or amendment to this Indenture affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but will not be obligated to, enter into such amended or supplemental indenture or other amendment.

SECTION 9.03.    [RESERVED].

SECTION 9.04.    REVOCATION AND EFFECT OF CONSENTS AND WAIVERS.

(a)    A consent to an amendment, supplement or a waiver by a Holder of a Note shall bind the Holder and every subsequent Holder of that Note or portion of the Note that evidences the same debt as the consenting Holder’s Note, even if notation of the consent or waiver is not made on the Note. However, any such Holder or subsequent Holder may revoke the consent or waiver as to such Holder’s Note or portion of the Note if the Trustee receives the notice of revocation before the date the amendment or waiver becomes effective. After an amendment or waiver becomes effective, it shall bind every Noteholder. An amendment or waiver becomes effective upon the execution of such amendment or waiver by the Trustee.

(b)    The Issuer may, but shall not be obligated to, fix a record date for the purpose of determining the Noteholders entitled to give their consent or take any other action described above or required or permitted to be taken pursuant to this Indenture. If a record date is fixed, then notwithstanding the immediately preceding paragraph, those Persons who were Noteholders at such record date (or their duly designated proxies), and only those Persons, shall be entitled to give such consent or to revoke any consent previously given or to take any such action, whether or not such Persons continue to be Holders after such record date. No such consent shall be valid or effective for more than 120 days after such record date.

SECTION 9.05.    NOTATION ON OR EXCHANGE OF NOTES. If an amendment changes the terms of a Note, the Trustee may require the Holder of the Note to deliver it to the Trustee. The Trustee may place an appropriate notation on the Note regarding the changed terms and return it to the Holder. Alternatively, if the Issuer so determines or the Trustee so determines, the Issuer in exchange for the Note shall issue and the Trustee shall authenticate a new Note that reflects the changed terms. Failure to make the appropriate notation or to issue a new Note shall not affect the validity of such amendment.

SECTION 9.06.    TRUSTEE TO SIGN AMENDMENTS. The Trustee shall sign any amendment authorized pursuant to this Article 9 if the amendment does not adversely affect the rights, duties, liabilities or immunities of the Trustee. If it does, the Trustee may but need not sign it. In signing such amendment the Trustee shall be entitled to receive indemnity reasonably satisfactory to it and to receive, and (subject to Section 7.01 hereof) shall be fully protected in relying upon, an Officer’s Certificate and an Opinion of Counsel stating that such amendment is authorized or permitted by this Indenture.

SECTION 9.07.    PAYMENT FOR CONSENT. Neither the Issuer nor any Affiliate of the Issuer shall, directly or indirectly, pay or cause to be paid any consideration, whether by way of interest, fee or otherwise, to any Holder of Notes for or as an inducement to any consent, waiver or amendment of any of the terms or provisions of this Indenture or the Notes unless such consideration is offered to all Holders of Notes and is paid to all Holders of Notes that so consent, waive or agree to amend in the time frame set forth in solicitation documents relating to such consent, waiver or agreement.

Article 10

NOTE GUARANTEES

SECTION 10.01.    GUARANTEES.

(a)    Each Guarantor hereby unconditionally and irrevocably guarantees, jointly and severally, to each Holder of Notes and to the Trustee and its successors and assigns (a) the full and punctual payment of principal of and interest on the Notes when due, whether at maturity, by acceleration, by redemption or otherwise, and all other monetary obligations of the Issuer under this Indenture with respect to the Notes and (b) the full and punctual performance within applicable grace periods of all other obligations of the Issuer under this Indenture with respect to the Notes (all the foregoing being hereinafter collectively called the “Guaranteed Obligations”). Each Guarantor further agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from such Guarantor and that such Guarantor shall remain bound under this Article 10 notwithstanding any extension or renewal of any Guaranteed Obligation. For the avoidance of doubt, any Person that becomes a Guarantor after the Issue Date shall not be liable for the Guaranteed Obligations until the execution and delivery of a supplemental indenture by each of the parties thereto.

(b)    Each Guarantor waives presentation to, demand of, payment from and protest to the Issuer of any of the Guaranteed Obligations and also waives notice of protest for nonpayment. Each Guarantor waives notice of any default under the Notes or the Guaranteed Obligations. The obligations of each Guarantor hereunder shall not be affected by (1) the failure

of any Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Issuer or any other Person (including any Guarantor) under this Indenture, the Notes or any other agreement or otherwise; (2) any extension or renewal of any thereof; (3) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Notes or any other agreement; (4) the release of any security held by any Holder or the Trustee for the Guaranteed Obligations; (5) the failure of any Holder or the Trustee to exercise any right or remedy against any other guarantor of the Guaranteed Obligations; or (6) except as set forth in Section 10.06 hereof, any change in the ownership of such Guarantor.

Each Guarantor further agrees that its Guarantee in respect of the Notes herein constitutes a guarantee of payment, performance and compliance when due (and not a guarantee of collection) and waives any right to require that any resort be had by any Holder or the Trustee to any security held for payment of the Guaranteed Obligations.

(c)    Except as expressly set forth in Sections 8.01(b), 10.02 and 10.06 hereof, the obligations of each Guarantor of Notes hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason (other than payment in full), including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Guarantor in respect of Notes herein shall not be discharged or impaired or otherwise affected by the failure of any Holder or the Trustee to assert any claim or demand or to enforce any remedy under this Indenture, the Notes or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the Guaranteed Obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of such Guarantor or would otherwise operate as a discharge of such Guarantor as a matter of law or equity.

(d)    Each Guarantor further agrees that its Guarantee in respect of the Notes herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of or interest on any Guaranteed Obligation is rescinded or must otherwise be restored by any Holder or the Trustee upon the bankruptcy or reorganization of the Issuer or otherwise.

(e)    In furtherance of the foregoing and not in limitation of any other right which any Holder or the Trustee has at law or in equity against any Guarantor by virtue hereof, upon the failure of the Issuer to pay the principal of or interest on any Guaranteed Obligation when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Guaranteed Obligation, each Guarantor hereby promises to and shall, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders or the Trustee an amount equal to the sum of (A) the unpaid amount of such Guaranteed Obligations, (B) accrued and unpaid interest on such Guaranteed Obligations (but only to the extent not prohibited by law) and (C) all other monetary Guaranteed Obligations of the Issuer to the Holders of the Notes and the Trustee.

(f)    Each Guarantor of Notes agrees that it shall not be entitled to any right of subrogation in respect of any Obligations guaranteed hereby until payment in full of all

Guaranteed Obligations. Each Guarantor of Notes further agrees that, as between it, on the one hand, and the Holders of Notes and the Trustee, on the other hand, (i) the maturity of the Guaranteed Obligations may be accelerated as provided in Article 6 for the purposes of such Guarantor’s Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed Obligations, and (ii) in the event of any declaration of acceleration of such Guaranteed Obligations as provided in Article 6, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by such Guarantor for the purposes of this Section.

(g)    Each Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys’ fees) incurred by the Trustee or any Holder in enforcing any rights under this Section.

SECTION 10.02.    LIMITATION ON LIABILITY. Any term or provision of this Indenture to the contrary notwithstanding, the maximum aggregate amount of the Guaranteed Obligations by any Guarantor shall not exceed the maximum amount that can be hereby guaranteed without rendering this Indenture, as it relates to such Guarantor, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of creditors generally.

SECTION 10.03.    SUCCESSORS AND ASSIGNS. This Article 10 shall be binding upon each Guarantor and its successors and assigns and shall inure to the benefit of the successors and assigns of the Trustee and the Holders and, in the event of any transfer or assignment of rights by any Holder or the Trustee, the rights and privileges conferred upon that party in this Indenture and in the Notes shall automatically extend to and be vested in such transferee or assignee, all subject to the terms and conditions of this Indenture.

SECTION 10.04.    NO WAIVER. Neither a failure nor a delay on the part of either the Trustee or the Holders in exercising any right, power or privilege under this Article 10 shall operate as a waiver thereof, nor shall a single or partial exercise thereof preclude any other or further exercise of any right, power or privilege. The rights, remedies and benefits of the Trustee and the Holders herein expressly specified are cumulative and not exclusive of any other rights, remedies or benefits which either may have under this Article 10 at law, in equity, by statute or otherwise.

SECTION 10.05.    MODIFICATION. No modification, amendment or waiver of any provision of this Article 10, nor the consent to any departure by any Guarantor therefrom, shall in any event be effective unless the same shall be in writing and signed by the Trustee, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice to or demand on any Guarantor in any case shall entitle such Guarantor to any other or further notice or demand in the same, similar or other circumstances.

SECTION 10.06.    RELEASE OF GUARANTOR. A Subsidiary Guarantor shall be released automatically from its obligations under this Article 10 (other than any obligation that may have arisen under Section 10.07 hereof) upon:

(1)    the sale or other disposition (including by way of consolidation or merger) of a Subsidiary Guarantor, including the sale or disposition of Capital Stock of a

Subsidiary Guarantor, following which such Subsidiary Guarantor is no longer a Subsidiary of the Issuer; or

(2)    the sale or disposition of all or substantially all the assets of a Subsidiary Guarantor;

provided, however, that in the case of clauses (1) and (2) above, (i) such sale or other disposition is made to a Person other than the Issuer or a Subsidiary of the Issuer, (ii) such sale or disposition is otherwise permitted by this Indenture and (iii) the Issuer provides an Officer’s Certificate to the Trustee to the effect that the Issuer shall comply with its obligations under Section 4.06 hereof in respect of such disposition. The Guarantee of a Subsidiary Guarantor also shall be automatically released:

(1)    upon the designation of such Subsidiary Guarantor as an Unrestricted Subsidiary;

(2)    at such time as such Subsidiary Guarantor does not have any Indebtedness outstanding that would have required such Subsidiary Guarantor to enter into a Guarantee Agreement pursuant to Section 4.12 hereof (other than the Notes and Guarantees thereof); or

(3)    if the Issuer’s obligations under this Indenture are discharged in accordance with the terms of this Indenture or the Issuer exercises its covenant defeasance option or legal defeasance option in accordance with this Indenture.

At the request of the Issuer, the Trustee shall execute and deliver an appropriate instrument evidencing such release.

SECTION 10.07.    CONTRIBUTION. Each Guarantor that makes a payment under its Guarantee shall be entitled upon payment in full of all Guaranteed Obligations under this Indenture to a contribution from each other Guarantor in an amount equal to such other Guarantor’s pro rata portion of such payment based on the respective net assets of all the Guarantors at the time of such payment determined in accordance with GAAP.

SECTION 10.08.    EXECUTION AND DELIVERY OF GUARANTEE. To evidence its Guarantee set forth in Article 10 hereof, each Guarantor hereby agrees that a notation of such Guarantee in substantially the form included in Exhibit B hereto shall be endorsed by an Officer of such Guarantor on each Note authenticated and delivered by the Trustee. Subject to Section 10.06 hereof, each Guarantor hereby agrees that its Guarantee set forth in Article 10 hereof shall remain in full force and effect notwithstanding any failure to endorse on each Note a notation of such Guarantee.

Article 11

MISCELLANEOUS

SECTION 11.01.    [RESERVED].

SECTION 11.02.    NOTICES. Any notice or communication shall be in writing and delivered in person, sent by facsimile, sent by electronic mail, delivered by commercial courier service or mailed by first-class mail addressed as follows:

if to the Issuer or any Guarantor:

1111 West Jefferson Street, Suite 300

Boise, Idaho 83702

Facsimile: (208) 384-6566

Attention: Wayne Rancourt, Chief Financial Officer

with a copy to:

Perkins Coie LLP

1201 Third Avenue Suite 4900

Seattle, WA 98101-3099

Facsimile: (206) 359-9577

Attention: Andrew Bor

if to the Trustee:

U.S. Bank National Association

170 South Main Street, Suite 200

Salt Lake City, UT 84101

Facsimile: (801) 534-6013

Attention: Global Corporate Trust

The Issuer or the Trustee by notice to the other may designate additional or different addresses for subsequent notices or communications.

Any notice or communication mailed to a Noteholder shall be mailed to the Noteholder at the Noteholder’s address as it appears on the registration books of the Registrar or delivered in accordance with the procedures of the Depositary and shall be sufficiently given if so mailed or delivered within the time prescribed.

Failure to mail or deliver a notice or communication to a Noteholder or any defect in it shall not affect its sufficiency with respect to other Noteholders. If a notice or communication is mailed or delivered in the manner provided above, it is duly given, whether or not the addressee receives it.

SECTION 11.03.    [RESERVED].

SECTION 11.04.    CERTIFICATE AND OPINION AS TO CONDITIONS PRECEDENT. Upon any request or application by the Issuer to the Trustee to take or refrain from taking any action under this Indenture, the Issuer shall furnish to the Trustee:

(1)    an Officer’s Certificate in form and substance reasonably satisfactory to the Trustee stating that, in the opinion of the signers, all conditions precedent, if any,

provided for in this Indenture relating to the proposed action have been complied with; and

(2)    an Opinion of Counsel in form and substance reasonably satisfactory to the Trustee stating that, in the opinion of such counsel, all such conditions precedent have been complied with.

In giving such Opinion of Counsel, counsel may rely as to factual matters on an Officer’s Certificate or on certificates of public officials.

SECTION 11.05.    STATEMENTS REQUIRED IN CERTIFICATE OR OPINION. Each certificate or opinion with respect to compliance with a covenant or condition provided for in this Indenture shall include:

(1)    a statement that the individual making such certificate or opinion has read such covenant or condition;

(2)    a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based;

(3)    a statement that, in the opinion of such individual, he has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such covenant or condition has been complied with; and

(4)    a statement as to whether or not, in the opinion of such individual, such covenant or condition has been complied with.

SECTION 11.06.    WHEN NOTES DISREGARDED. In determining whether the Holders of the required principal amount of Notes have concurred in any direction, waiver or consent, Notes owned by the Issuer or its Affiliates shall be disregarded and deemed not to be outstanding, except that, for the purpose of determining whether the Trustee shall be protected in relying on any such direction, waiver or consent, only Notes which the Trustee knows are so owned shall be so disregarded. Also, subject to the foregoing, only Notes outstanding at the time shall be considered in any such determination.

SECTION 11.07.    RULES BY TRUSTEE, PAYING AGENT AND REGISTRAR. The Trustee may make reasonable rules for action by or a meeting of Noteholders. The Registrar and the Paying Agent may make reasonable rules for their functions.

SECTION 11.08.    LEGAL HOLIDAYS. If a payment date is a Legal Holiday, payment shall be made on the next succeeding day that is not a Legal Holiday, and no interest shall accrue for the intervening period. If a regular record date is a Legal Holiday, the record date shall not be affected.

SECTION 11.09.    GOVERNING LAW. This Indenture and the Notes shall be governed by, and construed in accordance with, the laws of the State of New York.

SECTION 11.10.    NO RECOURSE AGAINST OTHERS. A director, officer, employee or stockholder, as such, of the Issuer or any Guarantor shall not have any liability for any obligations of the Issuer under the Notes or this Indenture or of such Guarantor under its Guarantee or this Indenture or for any claim based on, in respect of or by reason of such obligations or their creation. By accepting a Note, each Noteholder shall waive and release all such liability. The waiver and release shall be part of the consideration for the issue of the Notes.

SECTION 11.11.    SUCCESSORS. All agreements of the Issuer and the Guarantors in this Indenture and the Notes shall bind their successors and assigns. All agreements of the Trustee in this Indenture shall bind its successors and assigns.

SECTION 11.12.    MULTIPLE ORIGINALS. The parties may sign any number of copies of this Indenture. This Indenture shall be valid, binding, and enforceable against a party when executed and delivered by an authorized individual on behalf of the party by means of (i) an original manual signature; (ii) a faxed, scanned, or photocopied manual signature, or (iii) any other electronic signature permitted by the federal Electronic Signatures in Global and National Commerce Act, state enactments of the Uniform Electronic Transactions Act, and/or any other relevant electronic signatures law, including any relevant provisions of the Uniform Commercial Code (collectively, “Signature Law”), in each case to the extent applicable. Each faxed, scanned, or photocopied manual signature, or other electronic signature, shall for all purposes have the same validity, legal effect, and admissibility in evidence as an original manual signature. Each party hereto shall be entitled to conclusively rely upon, and shall have no liability with respect to, any faxed, scanned, or photocopied manual signature, or other electronic signature, of any other party and shall have no duty to investigate, confirm or otherwise verify the validity or authenticity thereof. This Indenture may be executed in any number of counterparts, each of which shall be deemed to be an original, but such counterparts shall, together, constitute one and the same instrument. For the avoidance of doubt, original manual signatures shall be used for execution or indorsement of writings when required under the Uniform Commercial Code or other Signature Law due to the character or intended character of the writings.

SECTION 11.13.    TABLE OF CONTENTS; HEADINGS. The table of contents, cross-reference table and headings of the Articles and Sections of this Indenture have been inserted for convenience of reference only, are not intended to be considered a part hereof and shall not modify or restrict any of the terms or provisions hereof.

[Signature Pages Follows]

IN WITNESS WHEREOF, the parties have caused this Indenture to be duly executed as of the date first written above.

BOISE CASCADE COMPANY

By: __/s/ Wayne Rancourt________________

Name: Wayne Rancourt

Title: EVP, CFO & Treasurer

THE GUARANTORS:

BOISE CASCADE BUILDING MATERIALS DISTRIBUTION, L.L.C.

BOISE CASCADE WOOD PRODUCTS, L.L.C.

BOISE CASCADE WOOD PRODUCTS HOLDINGS CORP.

By: __/s/ Wayne Rancourt_________________

Name: Wayne Rancourt

Title: EVP, CFO & Treasurer

U.S. BANK NATIONAL ASSOCIATION, as Trustee

By: __/s/ Kim R. Galbraith_____________

Name: Kim R. Galbraith

Title: Vice President

RULE 144A/REGULATION S APPENDIX

PROVISIONS RELATING TO INITIAL NOTES

AND EXCHANGE NOTES

1.    Definitions

1.1    DEFINITIONS

For the purposes of this Appendix the following terms shall have the meanings indicated below:

“Applicable Procedures” means, with respect to any transfer or transaction involving a Regulation S Global Note or beneficial interest therein, the rules and procedures of the Depositary for such a Regulation S Global Note, Euroclear and Clearstream, in each case, to the extent applicable to such transaction and as in effect from time to time.

“Definitive Note” means a certificated Initial Note bearing, if required, the appropriate restricted securities legend set forth in Section 2.3(e).

“Depositary” means The Depository Trust Company, its nominees and their respective successors.

“Distribution Compliance Period” means, with respect to any Notes, the period of 40 consecutive days beginning on and including the later of (i) the day on which such Notes are first offered to Persons other than distributors (as defined in Regulation S under the Securities Act) in reliance on Regulation S and (ii) the issue date with respect to such Notes.

“Initial Purchasers” means (1) with respect to the Initial Notes issued on the Issue Date, Wells Fargo Securities, LLC, BofA Securities, Inc., U.S. Bancorp Investments, Inc., J.P. Morgan Securities LLC, Goldman Sachs & Co. LLC, and Citizens Capital Markets, Inc., and (2) with respect to each issuance of Additional Notes, the Persons purchasing or underwriting such Additional Notes under the related Purchase Agreement.

“Initial Notes” means the $400,000,000 aggregate principal amount of Notes issued on the Issue Date.

“Notes” means the 4.875% Senior Notes due 2030 issued pursuant to the Indenture, including the Initial Notes and any Additional Notes, treated as a single class.

“Notes Custodian” means the custodian with respect to a Global Note (as appointed by the Depositary), or any successor Person thereto, and shall initially be the Trustee.

“Purchase Agreement” means (1) with respect to the Initial Notes, the Purchase Agreement dated July 13, 2020 among the Issuer, the Guarantors and the Initial Purchasers, and (2) with respect to each issuance of Additional Notes, the purchase agreement or underwriting agreement among the Issuer, the guarantors party thereto and the Persons purchasing or underwriting such Additional Notes.

Appendix-1

“QIB” means a “qualified institutional buyer” as defined in Rule 144A.

“Restricted Notes” means the legend set forth in Section 2.3(e)(i).

“Rule 144A Notes” means all Notes offered and sold to QIBs in reliance on Rule 144A.

“Securities Act” means the U.S. Securities Act of 1933, as amended.

“Transfer Restricted Notes” means Notes that bear or are required to bear the legend relating to restrictions on transfer relating to the Securities Act set forth in Section 2.3(e) hereto.

1.2    OTHER DEFINITIONS

Term Defined in Section:
“Agent Members” 2.1(b)
“Global Notes” 2.1(b)
“Regulation S” 2.1(a)
“Regulation S Global Note” 2.1(a)
“Rule 144A” 2.1(a)
“Rule 144A Global Note” 2.1(a)

2.    THE NOTES.

2.1    (a) FORM AND DATING. The Notes will be offered and sold by the Issuer pursuant to a Purchase Agreement. The Notes will be resold initially only to (i) Persons reasonably believed to be QIBs in reliance on Rule 144A under the Securities Act (“Rule 144A”) and (ii) Persons other than U.S. Persons (as defined in Regulation S) in reliance on Regulation S under the Securities Act (“Regulation S”). Notes may thereafter be transferred to, among others, QIBs and purchasers in reliance on Regulation S, subject to the restrictions on transfer set forth herein. Notes initially resold pursuant to Rule 144A shall be issued initially in the form of one or more global notes in definitive, fully registered form (each, a “Rule 144A Global Note”); Notes initially resold pursuant to Regulation S shall be issued initially in the form of one or more global notes in fully registered form (each, a “Regulation S Global Note”), in each case without interest coupons and with the global securities legend and the restricted securities legend set forth in Exhibit 1 hereto, which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Notes Custodian and registered in the name of the Depositary or a nominee of the Depositary, duly executed by the Issuer and authenticated by the Trustee as provided in this Appendix and the Indenture. Except as set forth in this Section 2.1, beneficial ownership interests in a Regulation S Global Note will not be exchangeable for interests in a Rule 144A Global Note, or any other Note prior to the expiration of the Distribution Compliance Period and then, after the expiration of the Distribution Compliance Period, may be exchanged for interests in a Rule 144A Global Note only upon certification to the Trustee that beneficial ownership interests in such Regulation S Global Note are owned either by non-U.S. persons or U.S. persons who purchased such interests in a transaction that did not require registration under the Securities Act.

Appendix-2

Beneficial interests in Regulation S Global Notes may be exchanged for interests in Rule 144A Global Notes if (1) such exchange occurs in connection with a transfer of Notes in compliance with Rule 144A and (2) the transferor of the beneficial interest in the Regulation S Global Note first delivers to the Trustee a written certificate (in the form of the “Assignment Form” to this Appendix) to the effect that the beneficial interest in the Regulation S Global Note is being transferred to a Person (a) that the transferor reasonably believes to be a QIB, (b) purchasing for its own account or the account of a QIB in a transaction meeting the requirements of Rule 144A and (c) in accordance with all applicable securities laws of the States of the United States and other jurisdictions.

Beneficial interests in a Rule 144A Global Note may be transferred to a Person that takes delivery in the form of an interest in a Regulation S Global Note, whether before or after the expiration of the Distribution Compliance Period, only if the transferor first delivers to the Trustee a written certificate (in the form of the “Assignment Form” to this Appendix) to the effect that such transfer is being made in accordance with Rule 903 or 904 of Regulation S or Rule 144 (if applicable) and that, if such transfer is being made prior to the expiration of the Distribution Compliance Period, the interest transferred shall be held immediately thereafter through Euroclear or Clearstream.

The Rule 144A Global Notes and the Regulation S Global Notes are collectively referred to herein as “Global Notes.” The aggregate principal amount of the Global Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depositary or its nominee as hereinafter provided.

(b)    BOOK-ENTRY PROVISIONS. This Section 2.1(b) shall apply only to a Global Note deposited with or on behalf of the Depositary.

The Issuer shall execute and the Trustee shall, in accordance with this Section 2.1(b) and Section 2.2 hereof, authenticate and deliver initially one or more Global Notes in respect of Notes that (a) shall be registered in the name of the Depositary for such Global Note or Global Notes or the nominee of such Depositary and (b) shall be delivered by the Trustee to such Depositary or pursuant to such Depositary’s instructions or held by the Trustee as custodian for the Depositary.

Members of, or participants in, the Depositary (“Agent Members”) shall have no rights under the Indenture with respect to any Global Note held on their behalf by the Depositary or by the Trustee as the custodian of the Depositary or under such Global Note, and the Issuer, the Trustee and any agent of the Issuer or the Trustee shall be entitled to treat the Depositary as the absolute owner of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Issuer, the Trustee or any agent of the Issuer or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary or impair, as between the Depositary and its Agent Members, the operation of customary practices of such Depositary governing the exercise of the rights of a holder of a beneficial interest in any Global Note.

Appendix-3

(c)    DEFINITIVE NOTES. Except as provided in Section 2.3 or 2.4, owners of beneficial interests in Global Notes shall not be entitled to receive physical delivery of Definitive Notes.

2.2    AUTHENTICATION. The Trustee shall authenticate and deliver: (1) on the Issue Date, an aggregate principal amount of $400 million of the Notes and (2) any Additional Notes for an original issue in an aggregate principal amount specified in the written order of the Issuer pursuant to Section 2.02 of the Indenture and this Appendix, in each case upon a written order of the Issuer signed by an Officer of the Issuer. Such order shall specify the amount of the Notes to be authenticated and the date on which the original issue of Notes is to be authenticated and, in the case of any issuance of Additional Notes pursuant to Section 2.13 of the Indenture, shall certify that such issuance is in compliance with Section 4.03 of the Indenture.

2.3    TRANSFER AND EXCHANGE.

(a)    TRANSFER AND EXCHANGE OF DEFINITIVE NOTES. When Definitive Notes are presented to the Registrar with a request:

(x)    to register the transfer of such Definitive Notes; or

(y)    to exchange such Definitive Notes for an equal principal amount of Definitive Notes of other authorized denominations,

the Registrar shall register the transfer or make the exchange as requested if its reasonable requirements for such transaction are met; provided, however, that the Definitive Notes surrendered for transfer or exchange:

(i)    shall be duly endorsed or accompanied by a written instrument of transfer in form reasonably satisfactory to the Issuer and the Registrar, duly executed by the Holder thereof or its attorney duly authorized in writing; and

(ii)    if such Definitive Notes are required to bear a restricted securities legend, they are being transferred or exchanged pursuant to an effective registration statement under the Securities Act, pursuant to Section 2.3(b) or pursuant to clause (A), (B) or (C) below, and are accompanied by the following additional information and documents, as applicable:

(A)    if such Definitive Notes are being delivered to the Registrar by a Holder for registration in the name of such Holder, without transfer, a certification from such Holder to that effect; or

(B)    if such Definitive Notes are being transferred to the Issuer, a certification to that effect; or

(C)    if such Definitive Notes are being transferred (x) pursuant to an exemption from registration in accordance with Rule 144A, Regulation S or Rule 144 under the Securities Act or (y) in reliance upon another exemption from the

Appendix-4

registration requirements of the Securities Act: (i) a certification to that effect (in the form set forth on the reverse of the Note) and (ii) if the Issuer so requests, an opinion of counsel or other evidence reasonably satisfactory to the Issuer as to the compliance with the restrictions set forth in the legend set forth in Section 2.3(e)(i) hereof.

(b)    RESTRICTIONS ON TRANSFER OF A DEFINITIVE NOTE FOR A BENEFICIAL INTEREST IN A GLOBAL NOTE. A Definitive Note may not be exchanged for a beneficial interest in a Rule 144A Global Note or a Regulation S Global Note except upon satisfaction of the requirements set forth below. Upon receipt by the Trustee of a Definitive Note, duly endorsed or accompanied by appropriate instruments of transfer, in form satisfactory to the Trustee, together with:

(i)    certification, in the form set forth on the reverse of the Note, that such Definitive Note is either (A) being transferred to a QIB in accordance with Rule 144A or (B) outside the United States in an offshore transaction within the meaning of Regulation S and in compliance with Rule 904 under the Securities Act; and

(ii)    written instructions directing the Trustee to make, or to direct the Notes Custodian to make, an adjustment on its books and records with respect to such Rule 144A Global Note (in the case of a transfer pursuant to clause (b)(i)(A)) or Regulation S Global Note (in the case of a transfer pursuant to clause (b)(i)(B)) to reflect an increase in the aggregate principal amount of the Notes represented by the Rule 144A Global Note or Regulation S Global Note, as applicable, such instructions to contain information regarding the Depositary account to be credited with such increase, then the Trustee shall cancel such Definitive Note and cause, or direct the Notes Custodian to cause, in accordance with the standing instructions and procedures existing between the Depositary and the Notes Custodian, the aggregate principal amount of Notes represented by the Rule 144A Global Note or Regulation S Global Note, as applicable, to be increased by the aggregate principal amount of the Definitive Note to be exchanged and shall credit or cause to be credited to the account of the Person specified in such instructions a beneficial interest in the Rule 144A Global Note or Regulation S Global Note, as applicable, equal to the principal amount of the Definitive Note so canceled. If no Rule 144A Global Notes or Regulation S Global Notes, as applicable, are then outstanding, the Issuer shall issue and the Trustee shall authenticate, upon written order of the Issuer in the form of an Officer’s Certificate of the Issuer, a new Rule 144A Global Note or Regulation S Global Note, as applicable, in the appropriate principal amount.

(c)    TRANSFER AND EXCHANGE OF GLOBAL NOTES.

(i)    The transfer and exchange of Global Notes or beneficial interests therein shall be effected through the Depositary, in accordance with the Indenture (including applicable restrictions on transfer set forth herein, if any) and the procedures of the Depositary therefor. A transferor of a beneficial interest in a Global Note shall deliver to the Registrar a written order given in accordance with the Depositary’s procedures containing information regarding the participant account of the Depositary to be credited

Appendix-5

with a beneficial interest in the Global Note. The Registrar shall, in accordance with such instructions instruct the Depositary to credit to the account of the Person specified in such instructions a beneficial interest in the Global Note and to debit the account of the Person making the transfer the beneficial interest in the Global Note being transferred.

(ii)    If the proposed transfer is a transfer of a beneficial interest in one Global Note to a beneficial interest in another Global Note, the Registrar shall reflect on its books and records the date and an increase in the principal amount of the Global Note to which such interest is being transferred in an amount equal to the principal amount of the interest to be so transferred, and the Registrar shall reflect on its books and records the date and a corresponding decrease in the principal amount of the Global Note from which such interest is being transferred.

(iii)    Notwithstanding any other provisions of this Appendix (other than the provisions set forth in Section 2.4 hereof), a Global Note may not be transferred as a whole except by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary.

(iv)    In the event that a Global Note is exchanged for Definitive Notes pursuant to Section 2.4 hereof, such Notes may be exchanged only in accordance with such procedures as are substantially consistent with the provisions of this Section 2.3 (including the certification requirements set forth on the reverse of the Notes intended to ensure that such transfers comply with Rule 144A, Regulation S or another applicable exemption under the Securities Act, as the case may be) and such other procedures as may from time to time be adopted by the Issuer.

(d)    RESTRICTIONS ON TRANSFER OF REGULATION S GLOBAL NOTES.

(i)    Prior to the expiration of the Distribution Compliance Period, interests in the Regulation S Global Note may only be held through Euroclear or Clearstream. During the Distribution Compliance Period, beneficial ownership interests in the Regulation S Global Note may only be sold, pledged or transferred through Euroclear or Clearstream in accordance with the Applicable Procedures and only (A) to the Issuer, (B) so long as such security is eligible for resale pursuant to Rule 144A, to a person whom the selling holder reasonably believes is a QIB that purchases for its own account or for the account of a QIB to whom notice is given that the resale, pledge or transfer is being made in reliance on Rule 144A, (C) in an offshore transaction in accordance with Regulation S, (D) pursuant to an exemption from registration under the Securities Act provided by Rule 144 (if applicable) under the Securities Act or (E) pursuant to an effective registration statement under the Securities Act, in each case, in accordance with any applicable securities laws of any state of the United States.

(ii)    Upon the expiration of the Distribution Compliance Period, beneficial ownership interests in the Regulation S Global Note shall be transferable in accordance with applicable law and the other terms of the Indenture.

Appendix-6

(e)    LEGEND.

(i)    Except as permitted by the following paragraphs (ii), (iii) and (iv), each Note certificate evidencing the Global Notes (and all Notes issued in exchange therefor or in substitution thereof) shall bear a legend in substantially the following form:

THE SECURITY (OR ITS PREDECESSOR) EVIDENCED HEREBY WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER SECTION 5 OF THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THE SECURITY EVIDENCED HEREBY (OR ANY INTEREST OR PARTICIPATION THEREIN) MAY NOT BE OFFERED, SOLD, ASSIGNED, PLEDGED, ENCUMBERED, DISPOSED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM.

EACH PURCHASER OF THE SECURITY EVIDENCED HEREBY IS HEREBY NOTIFIED THAT THE SELLER MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER. THE HOLDER OF THE SECURITY EVIDENCED HEREBY AGREES FOR THE BENEFIT OF THE ISSUER THAT (A) SUCH SECURITY MAY BE RESOLD, ASSIGNED, PLEDGED, ENCUMBERED, DISPOSED OR OTHERWISE TRANSFERRED, ONLY (1)(a) INSIDE THE UNITED STATES TO A PERSON WHO THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A UNDER THE SECURITIES ACT, (b) OUTSIDE THE UNITED STATES TO A FOREIGN PERSON IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, (c) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF APPLICABLE) OR (d) IN ACCORDANCE WITH ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (AND BASED UPON AN OPINION OF COUNSEL ACCEPTABLE TO THE ISSUER IF THE ISSUER SO REQUESTS), (2) TO THE ISSUER OR (3) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT AND, IN EACH CASE, IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER

Appendix-7

APPLICABLE JURISDICTION AND (B) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER OF THE SECURITY EVIDENCED HEREBY OF THE RESALE RESTRICTIONS SET FORTH IN CLAUSE (A) ABOVE. NO REPRESENTATION CAN BE MADE AS TO THE AVAILABILITY OF THE EXEMPTION PROVIDED BY RULE 144 FOR RESALE OF THE SECURITY EVIDENCED HEREBY.

BY ACCEPTANCE OF THIS NOTE OR ANY INTEREST HEREIN, EACH PURCHASER AND SUBSEQUENT TRANSFEREE WILL BE DEEMED TO HAVE REPRESENTED AND WARRANTED THAT EITHER (I) NO PORTION OF THE ASSETS USED BY SUCH PURCHASER OR TRANSFEREE TO ACQUIRE OR HOLD THIS NOTE CONSTITUTES ASSETS OF ANY EMPLOYEE BENEFIT PLAN THAT IS SUBJECT TO TITLE I OF THE U.S. EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), ANY PLAN SUBJECT TO SECTION 4975 OF THE U.S. INTERNAL REVENUE CODE OF 1986, AS AMENDED (“CODE”) OR NON-U.S., GOVERNMENTAL OR CHURCH PLAN SUBJECT TO PROVISIONS UNDER ANY NON-U.S., STATE, LOCAL OR OTHER FEDERAL LAWS OR REGULATIONS THAT ARE SUBSTANTIALLY SIMILAR TO THE FOREGOING PROVISIONS OR ERISA OR THE CODE (“SIMILAR LAW”) OR (II) THE ACQUISITION AND HOLDING OF THIS NOTE BY SUCH PURCHASER OR TRANSFEREE WILL NOT CONSTITUTE OR RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE OR A VIOLATION OF SIMILAR LAW, AND NONE OF THE ISSUER, THE INITIAL PURCHASERS NOR ANY OF THEIR RESPECTIVE AFFILIATES IS A FIDUCIARY OF SUCH PURCHASER OR TRANSFEREE IN CONNECTION WITH THE ACQUISITION AND HOLDING OF THIS NOTE.

Each Definitive Note shall also bear the following additional legend:

IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE REGISTRAR AND TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS SUCH TRANSFER AGENT MAY REASONABLY REQUIRE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS.

(ii)    Upon any sale or transfer of a Transfer Restricted Note (including any Transfer Restricted Note represented by a Global Note) pursuant to Rule 144 under the Securities Act, the Registrar shall permit the transferee thereof to exchange such Transfer Restricted Note for a Definitive Note that does not bear the legend set forth above and

Appendix-8

rescind any restriction on the transfer of such Transfer Restricted Note, if the transferor thereof certifies in writing to the Registrar that such sale or transfer was made in reliance on Rule 144 (such certification to be in the form set forth on the reverse of the Note).

(v)    Upon a sale or transfer after the expiration of the Distribution Compliance Period of any Note acquired pursuant to Regulation S, all requirements that such Note bear the Restricted Notes Legend shall cease to apply and the requirements requiring any such Note be issued in global form shall continue to apply.

(f)    CANCELLATION OR ADJUSTMENT OF GLOBAL NOTE. At such time as all beneficial interests in a Global Note have either been exchanged for Definitive Notes, redeemed, purchased or canceled, such Global Note shall be returned to the Depositary for cancellation or retained and canceled by the Trustee. At any time prior to such cancellation, if any beneficial interest in a Global Note is exchanged for Definitive Notes, redeemed, purchased or canceled, the principal amount of Notes represented by such Global Note shall be reduced and an adjustment shall be made on the books and records of the Trustee (if it is then the Notes Custodian for such Global Note) with respect to such Global Note, by the Trustee or the Notes Custodian, to reflect such reduction.

(g)    NO OBLIGATION OF THE TRUSTEE.

(i)    The Trustee shall have no responsibility or obligation to any beneficial owner of a Global Note, a member of, or a participant in the Depositary or other Person with respect to the accuracy of the records of the Depositary or its nominee or of any participant or member thereof, with respect to any ownership interest in the Notes or with respect to the delivery to any participant, member, beneficial owner or other Person (other than the Depositary) of any notice (including any notice of redemption) or the payment of any amount, under or with respect to such Notes. All notices and communications to be given to the Holders and all payments to be made to Holders under the Notes shall be given or made only to or upon the order of the registered Holders (which shall be the Depositary or its nominee in the case of a Global Note). The rights of beneficial owners in any Global Note shall be exercised only through the Depositary subject to the applicable rules and procedures of the Depositary. The Trustee may rely and shall be fully protected in relying upon information furnished by the Depositary with respect to its members, participants and any beneficial owners.

(ii)    The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under the Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among Depositary participants, members or beneficial owners in any Global Note) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by, the terms of the Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof.

Appendix-9

2.4    DEFINITIVE NOTES.

(a)    A Global Note deposited with the Depositary or with the Trustee as Notes Custodian for the Depositary pursuant to Section 2.1 hereof shall be transferred to the beneficial owners thereof in the form of Definitive Notes in an aggregate principal amount equal to the principal amount of such Global Note, in exchange for such Global Note, only if such transfer complies with Section 2.3 hereof and (i) the Depositary notifies the Issuer that it is unwilling or unable to continue as Depositary for such Global Note and the Depositary fails to appoint a successor depositary or if at any time such Depositary ceases to be a “clearing agency” registered under the Exchange Act and, in either case, a successor depositary is not appointed by the Issuer within 90 days of such notice, or (ii) an Event of Default has occurred and is continuing or (iii) the Issuer, in its sole discretion, notifies the Trustee in writing that it elects to cause the issuance of Definitive Notes under the Indenture.

(b)    Any Global Note that is transferable to the beneficial owners thereof pursuant to this Section 2.4 shall be surrendered by the Depositary to the Trustee located at its principal corporate trust office in the Borough of Manhattan, The City of New York, to be so transferred, in whole or from time to time in part, without charge, and the Trustee shall authenticate and deliver, upon such transfer of each portion of such Global Note, an equal aggregate principal amount of Definitive Notes of authorized denominations. Any portion of a Global Note transferred pursuant to this Section 2.4 shall be executed, authenticated and delivered only in denominations of $1,000 principal amount and any integral multiple thereof and registered in such names as the Depositary shall direct. Any Definitive Note delivered in exchange for an interest in the Global Note shall, except as otherwise provided by Section 2.3(e) hereof, bear the applicable restricted securities legend and definitive securities legend set forth in Exhibit 1 hereto.

(c)    Subject to the provisions of Section 2.4(b) hereof, the registered Holder of a Global Note shall be entitled to grant proxies and otherwise authorize any Person, including Agent Members and Persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under the Indenture or the Notes.

(d)    In the event of the occurrence of one of the events specified in Section 2.4(a) hereof, the Issuer shall promptly make available to the Trustee a reasonable supply of Definitive Notes in definitive, fully registered form without interest coupons. In the event that such Definitive Notes are not issued, the Issuer expressly acknowledges, with respect to the right of any Holder to pursue a remedy pursuant to Article 6 of the Indenture, the right of any beneficial owner of Notes to pursue such remedy with respect to the portion of the Global Note that represents such beneficial owner’s Notes as if such Definitive Notes had been issued.

Appendix-10

EXHIBIT 1

to

RULE 144A/REGULATION S APPENDIX

[FORM OF FACE OF NOTE]

[Global Notes Legend]

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (“DTC”), NEW YORK, NEW YORK, TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC) ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

TRANSFERS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO ON THE REVERSE HEREOF.

[[FOR REGULATION S GLOBAL NOTE ONLY] UNTIL 40 DAYS AFTER THE LATER OF COMMENCEMENT OR COMPLETION OF THE OFFERING, AN OFFER OR SALE OF NOTES WITHIN THE UNITED STATES BY A DEALER (AS DEFINED IN THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”)) MAY VIOLATE THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT IF SUCH OFFER OR SALE IS MADE OTHERWISE THAN IN ACCORDANCE WITH RULE 144A THEREUNDER.]

[Restricted Notes Legend]

THE SECURITY (OR ITS PREDECESSOR) EVIDENCED HEREBY WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER SECTION 5 OF THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THE SECURITY EVIDENCED HEREBY (OR ANY INTEREST OR PARTICIPATION THEREIN) MAY NOT BE OFFERED, SOLD, ASSIGNED, PLEDGED,

Appendix-11

ENCUMBERED, DISPOSED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM.

EACH PURCHASER OF THE SECURITY EVIDENCED HEREBY IS HEREBY NOTIFIED THAT THE SELLER MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER. THE HOLDER OF THE SECURITY EVIDENCED HEREBY AGREES FOR THE BENEFIT OF THE ISSUER THAT (A) SUCH SECURITY MAY BE RESOLD, ASSIGNED, PLEDGED, ENCUMBERED, DISPOSED OR OTHERWISE TRANSFERRED, ONLY (1)(a) INSIDE THE UNITED STATES TO A PERSON WHO THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A UNDER THE SECURITIES ACT, (b) OUTSIDE THE UNITED STATES TO A FOREIGN PERSON IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, (c) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF APPLICABLE) OR (d) IN ACCORDANCE WITH ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (AND BASED UPON AN OPINION OF COUNSEL ACCEPTABLE TO THE ISSUER IF THE ISSUER SO REQUESTS), (2) TO THE ISSUER OR (3) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT AND, IN EACH CASE, IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION AND (B) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER OF THE SECURITY EVIDENCED HEREBY OF THE RESALE RESTRICTIONS SET FORTH IN CLAUSE (A) ABOVE. NO REPRESENTATION CAN BE MADE AS TO THE AVAILABILITY OF THE EXEMPTION PROVIDED BY RULE 144 FOR RESALE OF THE SECURITY EVIDENCED HEREBY.

BY ACCEPTANCE OF THIS NOTE OR ANY INTEREST HEREIN, EACH PURCHASER AND SUBSEQUENT TRANSFEREE WILL BE DEEMED TO HAVE REPRESENTED AND WARRANTED THAT EITHER (I) NO PORTION OF THE ASSETS USED BY SUCH PURCHASER OR TRANSFEREE TO ACQUIRE OR HOLD THIS NOTE CONSTITUTES ASSETS OF ANY EMPLOYEE BENEFIT PLAN THAT IS SUBJECT TO TITLE I OF THE U.S. EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), ANY PLAN SUBJECT TO SECTION 4975 OF THE U.S. INTERNAL REVENUE CODE OF 1986, AS AMENDED (“CODE”) OR NON-U.S., GOVERNMENTAL OR CHURCH PLAN SUBJECT TO PROVISIONS UNDER ANY NON-U.S., STATE, LOCAL OR OTHER FEDERAL LAWS OR REGULATIONS THAT ARE SUBSTANTIALLY SIMILAR TO THE FOREGOING PROVISIONS OR ERISA OR THE CODE (“SIMILAR LAW”) OR (II) THE ACQUISITION AND HOLDING OF THIS NOTE BY SUCH PURCHASER OR TRANSFEREE WILL NOT CONSTITUTE OR RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE OR A VIOLATION OF SIMILAR LAW, AND NONE OF THE ISSUER, THE INITIAL

Appendix-12

PURCHASERS NOR ANY OF THEIR RESPECTIVE AFFILIATES IS A FIDUCIARY OF SUCH PURCHASER OR TRANSFEREE IN CONNECTION WITH THE ACQUISITION AND HOLDING OF THIS NOTE.

[Regulation S Global Note Legend]

BY ITS ACQUISITION HEREOF, THE HOLDER HEREOF REPRESENTS THAT IT IS NOT A U.S. PERSON NOR IS IT PURCHASING FOR THE ACCOUNT OF A U.S. PERSON AND IS ACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH REGULATION S UNDER THE SECURITIES ACT.

[Definitive Notes Legend]

IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE REGISTRAR AND TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS SUCH TRANSFER AGENT MAY REASONABLY REQUIRE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS.

Appendix-13

CUSIP No.

[ISIN     ]

No.         $

BOISE CASCADE COMPANY

4.875% Senior Notes due 2030

Boise Cascade Company, a Delaware corporation, promises to pay to Cede & Co., or its registered assigns, the principal sum of [-] Dollars[, or such other sum as shall be set forth in the Schedule of Increases or Decreases in the Global Note attached hereto,]1 on July 1, 2030.

Interest Payment Dates: January 1 and July 1, beginning on January 1, 2021

Record Dates: June 15 and December 15.

Additional provisions of this Note are set forth on the other side of this Note.

1 In the case of Global Notes.

Appendix-14

IN WITNESS WHEREOF, Boise Cascade Company has caused this Note to be duly executed.

BOISE CASCADE COMPANY

By:

Name:

Title:

Dated:

Appendix-15

TRUSTEE’S CERTIFICATE OF

AUTHENTICATION

U.S. BANK NATIONAL ASSOCIATION as Trustee, certifies that this is one of the Notes referred to in the Indenture.

By:

Name:

Title:

Dated:

Appendix-16

[FORM OF REVERSE SIDE OF NOTE]

4.875 % Senior Notes due 2030

1.    INTEREST

Boise Cascade Company, a Delaware corporation (together with its successors and assigns under the Indenture hereinafter referred to, the “Issuer”), promises to pay interest on the principal amount of this Note at a rate per annum, equal to 4.875%.

The Issuer will pay interest semi-annually in arrears on January 1 and July 1 of each year, commencing January 1, 20212. Interest on the Notes will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from January 1, 20213. Interest shall be computed on the basis of a 360-day year of twelve 30-day months. The interest rate on the Notes will in no event be higher than the maximum rate permitted by New York law as the same may be modified by United States law of general application.

2.    METHOD OF PAYMENT

The Issuer will pay interest on the Notes (except defaulted interest) to the Persons that are registered holders of Notes at the close of business on the June 15 or December 15 immediately preceding the interest payment date even if Notes are canceled after the record date and on or before the interest payment date. Holders must surrender Notes to a Paying Agent to collect principal payments. The Issuer will pay principal and interest in money of the United States that at the time of payment is legal tender for payment of public and private debts. Payments in respect of the Notes represented by a Global Note (including principal, premium and interest) will be made by wire transfer of immediately available funds to the accounts specified by the Depositary. The Issuer will make all payments in respect of a certificated Note (including principal, premium and interest) by mailing a check to the registered address of each Holder thereof; provided, however, that payments on a certificated Note will be made by wire transfer to a U.S. dollar account maintained by the payee with a bank in the United States if such Holder elects payment by wire transfer by giving written notice to the Trustee or the Paying Agent to such effect designating such account no later than 30 days immediately preceding the relevant due date for payment (or such other date as the Trustee may accept in its discretion).

3.    PAYING AGENT AND REGISTRAR

Initially, U.S. Bank National Association, a national banking association (the “Trustee”), will act as Paying Agent and Registrar. The Issuer may appoint and change any Paying Agent, Registrar or co-registrar without notice. The Issuer or any of its domestically incorporated Wholly Owned Subsidiaries may act as Paying Agent, Registrar or co-registrar.

2    In the case of Initial Notes.

3    In the case of Initial Notes.

Appendix-17

4.    INDENTURE

The Issuer issued the Notes under an Indenture dated as of July 27, 2020 (the “Indenture”) among the Issuer, the Guarantors and the Trustee. The terms of the Notes include those stated in the Indenture. Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all such terms, and Noteholders are referred to the Indenture for a statement of those terms. In the event of a conflict between the terms of the Notes and the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling.

The Notes are general unsecured obligations of the Issuer. The Issuer shall be entitled, subject to its compliance with Section 4.03 of the Indenture, to issue Additional Notes pursuant to Section 2.13 of the Indenture. The Initial Notes issued on the Issue Date and any Additional Notes will be treated as a single class for all purposes under the Indenture. The Indenture contains covenants that limit the ability of the Issuer and its Restricted Subsidiaries to incur additional indebtedness; pay dividends or distributions on, or redeem or repurchase capital stock; make investments; engage in transactions with affiliates; transfer or sell assets; guarantee indebtedness; restrict dividends or other payments of subsidiaries; consolidate, merge or transfer all or substantially all of their assets and the assets of their subsidiaries and incur liens. These covenants are subject to important exceptions and qualifications.

5.    OPTIONAL REDEMPTION

(a)    On and after July 1, 2025, the Issuer shall be entitled at its option at any time and from time to time to redeem all or a portion of the Notes upon not less than 30 nor more than 60 days’ notice, at the redemption prices (expressed in percentages of principal amount on the redemption date), plus accrued interest to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date), if redeemed during the 12-month period commencing on July 1, 2025 of the years set forth below:

Period Redemption Price
2025 102.438%
2026 101.625%
2027 100.813%
2028 and thereafter 100.000%

(b)    Prior to July 1, 2023, the Issuer shall be entitled at its option on one or more occasions to redeem the Notes (including Additional Notes, if any) in an aggregate principal amount not to exceed 40% of the aggregate principal amount of the Notes (including Additional Notes, if any) originally issued at a redemption price (expressed as a percentage of principal amount) of 104.875%, plus accrued and unpaid interest to the redemption date, with the Net Cash Proceeds from one or more Equity Offerings; provided, however, that:

(1)    at least 60% of such aggregate principal amount of the Notes (including Additional Notes, if any) remains outstanding immediately after the occurrence of each such redemption; and

(2)    each such redemption occurs within 90 days of the date of the closing of such Equity Offering.

(c)    Prior to July 1, 2025, the Issuer shall be entitled on one or more occasions to redeem all or a portion of the Notes (which includes Additional Notes, if any) upon not less than 30 nor more than 60 days’ notice at a redemption price equal to the sum of:

(1)    100% of the principal amount thereof, plus accrued and unpaid interest thereon to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date); plus

(2)    the applicable Make-Whole Amount, if any.

(d)    Notwithstanding the foregoing, in connection with any tender offer for the Notes, including a Change of Control Offer or an Asset Disposition Offer, if Holders of not less than 90% in aggregate principal amount of the outstanding Notes validly tender and do not withdraw such Notes in such tender offer and the Issuer, or any third party making such tender offer in lieu of the Issuer, purchases all of the Notes validly tendered and not withdrawn by such Holders, the Issuer or such third party will have the right upon not less than 10 nor more than 60 days’ prior notice, given not more than 30 days following such purchase date, to redeem all Notes that remain outstanding following such purchase at a redemption price equal to the price offered to each other Holder in such tender offer plus, to the extent not included in the tender offer payment, accrued and unpaid interest, if any, thereon, to, but not including, the date of such redemption.

(e)    The Issuer is not required to make mandatory redemption or sinking fund payments with respect to the Notes; provided, however, that under certain circumstances, the Issuer may be required to make a Change of Control Offer or an Asset Disposition Offer. The Issuer may at any time and from time to time purchase Notes in the open market or otherwise.

6.    NOTICE OF REDEMPTION

Any redemption pursuant to paragraph 5 above shall be made pursuant to the provisions of Sections 3.01 through 3.06 of the Indenture.

7.    REPURCHASE PROVISIONS

Upon a Change of Control, any Holder of Notes will have the right to cause the Issuer to repurchase all or any part of the Notes of such Holder at a repurchase price equal to 101% of the principal amount of the Notes to be repurchased plus accrued and unpaid interest, if any, to the date of repurchase (subject to the right of holders of record on the relevant record date to receive

interest due on the related interest payment date) as provided in, and subject to the terms of, the Indenture.

Upon certain Asset Dispositions, the Issuer may be required to use the Excess Proceeds from such Asset Dispositions to offer to purchase the maximum aggregate principal amount of Notes (that is $2,000 or an integral multiple of $1,000 in excess thereof) and, at the Issuer’s option, Pari Passu Indebtedness, that may be purchased out of the Excess Proceeds at an offer price in respect of the Notes in an amount equal to 100% of the principal amount of the Notes and Pari Passu Indebtedness, in each case, plus accrued and unpaid interest, if any, to, but not including, the date of purchase, in accordance with the procedures set forth in Section 4.06 of the Indenture.

8.    GUARANTEE

The payment by the Issuer of the principal of, and premium and interest on, the Notes is fully and unconditionally guaranteed on a joint and several senior basis by each of the Guarantors to the extent set forth in the Indenture.

9.    DENOMINATIONS; TRANSFER; EXCHANGE

The Notes are in registered form without coupons in denominations of $2,000 principal amount and integral multiples of $1,000 in excess thereof. A Holder may transfer or exchange Notes in accordance with the Indenture. The Registrar may require a Holder, among other things, to furnish appropriate endorsements or transfer documents and to pay any taxes and fees required by law or permitted by the Indenture. The Registrar need not register the transfer of or exchange any Notes selected for redemption (except, in the case of a Note to be redeemed in part, the portion of the Note not to be redeemed) or any Notes for a period of 15 days before a selection of Notes to be redeemed or 15 days before an interest payment date.

10.    PERSONS DEEMED OWNERS

The registered Holder of this Note may be treated as the owner of it for all purposes.

11.    UNCLAIMED MONEY

If money for the payment of principal or interest remains unclaimed for two years, the Trustee or Paying Agent shall pay the money back to the Issuer at its request unless an abandoned property law designates another Person. After any such payment, Holders entitled to the money must look only to the Issuer and not to the Trustee for payment.

12.    AMENDMENT, WAIVER

Subject to certain exceptions set forth in the Indenture, (a) the Indenture and the Notes may be amended with the written consent of the Holders of at least a majority in principal amount outstanding of the Notes and (b) any default or noncompliance with any provision may be waived with the written consent of the Holders of a majority in principal amount outstanding of the Notes. Subject to certain exceptions set forth in the Indenture, without the consent of any

Holder of Notes, the Issuer, the Guarantors and the Trustee shall be entitled to amend the Indenture to cure any ambiguity, omission, defect or inconsistency, or to comply with Article 5 of the Indenture, or to provide for uncertificated Notes in addition to or in place of certificated Notes, or to add guarantees with respect to the Notes, including Subsidiary Guarantees, or to secure the Notes, or to add additional covenants or surrender rights and powers conferred on the Issuer or a Guarantor, or to make any change that does not adversely affect the rights of any Holder of Notes, or to make amendments to provisions of the Indenture relating to the form and legending of the Notes.

13.    DEFAULTS AND REMEDIES

Under the Indenture, Events of Default include (a) default for 30 days in payment of interest on the Notes; (b) default in payment of principal on the Notes at maturity, upon redemption pursuant to paragraph 5 of the Notes, upon acceleration or otherwise, or failure by the Issuer to purchase Notes when required; (c) failure by the Issuer or any Guarantor to comply with other agreements in the Indenture or the Notes, in certain cases subject to notice and lapse of time; (d) certain accelerations (including failure to pay within any grace period after final maturity) of other Indebtedness of the Issuer, any Guarantor or any Significant Subsidiary if the amount accelerated (or so unpaid) exceeds $25 million; (e) certain events of bankruptcy or insolvency with respect to the Issuer or any Significant Subsidiary; (f) certain judgments or decrees for the payment of money in excess of $25 million; and (g) any Guarantee of any Significant Subsidiary ceases to be in full force and effect (other than in accordance with the terms thereof) or any Guarantor denies or disaffirms its obligations under its Guarantee. If an Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the Notes may declare all the Notes to be due and payable immediately. Certain events of bankruptcy or insolvency are Events of Default that will result in the Notes being due and payable immediately upon the occurrence of such Events of Default.

Noteholders may not enforce the Indenture or the Notes except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Notes unless it receives indemnity or security satisfactory to it. Subject to certain limitations, Holders of a majority in principal amount of the Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Noteholders notice of any continuing Default (except a Default in payment of principal or interest) if it determines that withholding notice is in the interest of the Holders.

14.    TRUSTEE DEALINGS WITH THE ISSUER

Subject to certain limitations imposed by the Act, the Trustee under the Indenture, in its individual or any other capacity, may become the owner or pledgee of Notes and may otherwise deal with and collect obligations owed to it by the Issuer or its Affiliates and may otherwise deal with the Issuer or its Affiliates with the same rights it would have if it were not Trustee.

15.    NO RECOURSE AGAINST OTHERS

A director, officer, employee or stockholder, as such, of the Issuer, the Guarantors or the Trustee shall not have any liability for any obligations of the Issuer under the Notes or the Indenture or for any claim based on, in respect of or by reason of such obligations or their creation. By accepting a Note, each Noteholder waives and releases all such liability. The waiver and release are part of the consideration for the issue of the Notes.

16.    AUTHENTICATION

This Note shall not be valid until an authorized signatory of the Trustee (or an authenticating agent) manually signs the certificate of authentication on the other side of this Note.

17.    ABBREVIATIONS

Customary abbreviations may be used in the name of a Noteholder or an assignee, such as TEN COM (=tenants in common), TEN ENT (=tenants by the entireties), JT TEN (=joint tenants with rights of survivorship and not as tenants in common), CUST (=custodian) and U/G/M/A (=Uniform Gift to Minors Act).

18.    CUSIP NUMBERS

Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures the Issuer has caused CUSIP numbers to be printed on the Notes and has directed the Trustee to use CUSIP numbers in notices of redemption as a convenience to Noteholders. No representation is made as to the accuracy of such numbers either as printed on the Notes or as contained in any notice of redemption and reliance may be placed only on the other identification numbers placed thereon.

19.    GOVERNING LAW.

THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

The Issuer will furnish to any Noteholder upon written request and without charge to the Noteholder a copy of the Indenture. Requests may be made to:

1111 West Jefferson Street, Suite 300, Boise, Idaho 83702, (fax: (208) 384-6566); Attention: Chief Financial Officer.

ASSIGNMENT FORM

To assign this Note, fill in the form below:

I or we assign and transfer this Note to

(Print or type assignee’s name, address and zip code)

(Insert assignee’s soc. sec. or tax I.D. No.)

and irrevocably appoint [-] agent to transfer this Note on the books of the Issuer. The agent may substitute another to act for him.

Date:         Your Signature:

Sign exactly as your name appears on the other side of this Note.

In connection with any transfer of any of the Notes evidenced by this certificate occurring prior to the expiration of the period referred to in Rule 144(d)(1)(ii) under the Securities Act after the later of the date of original issuance of such Notes and the last date, if any, on which such Notes were owned by the Issuer or any Affiliate of the Issuer, the undersigned confirms that such Notes are being transferred in accordance with its terms:

CHECK ONE BOX BELOW

    to the Issuer; or

(1)        pursuant to an effective registration statement under the Securities Act of 1933; or

(2)        inside the United States to a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act of 1933) that purchases for its own account or for the account of a qualified institutional buyer to which notice is given that such transfer is being made in reliance on Rule 144A, in each case pursuant to and in compliance with Rule 144A under the Securities Act of 1933; or

(3)        outside the United States in an offshore transaction within the meaning of Regulation S under the Securities Act in compliance with Rule 904 under the Securities Act of 1933; or

(4)        pursuant to the exemption from registration provided by Rule 144 under the Securities Act of 1933.

Appendix-23

Unless one of the boxes is checked, the Trustee will refuse to register any of the Notes evidenced by this certificate in the name of any person other than the registered holder thereof; provided, however, that if box (4) is checked, the Trustee shall be entitled to require, prior to registering any such transfer of the Notes, such legal opinions, certifications and other information as the Issuer has reasonably requested to confirm that such transfer is being made pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act of 1933, such as the exemption provided by Rule 144 under such Act.

______________________________

Signature

Signature Guarantee:

Signature must be guaranteed         Signature

Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.

Appendix-24

TO BE COMPLETED BY PURCHASER IF (2) ABOVE IS CHECKED.

The undersigned represents and warrants that it is purchasing this Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act of 1933, as amended, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Issuer as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned’s foregoing representations in order to claim the exemption from registration provided by Rule 144A.

Dated:         Notice: To be executed by

an executive officer

Appendix-25

[TO BE ATTACHED TO GLOBAL NOTES]

SCHEDULE OF INCREASES OR DECREASES IN THE GLOBAL NOTE

The following increases or decreases in this Global Note have been made:

Date of Exchange Amount of decrease in Principal amount of this Global Note Amount of increase in Principal amount of this Global Note Principal amount of this Global Note following such decrease or increase Signature of authorized officer of Trustee or Notes Custodian

Appendix-26

OPTION OF HOLDER TO ELECT PURCHASE

If you want to elect to have this Note purchased by the Issuer pursuant to Section 4.06 or 4.09 of the Indenture, check the box: 

If you want to elect to have only part of this Note purchased by the Issuer pursuant to Section 4.06 or 4.09 of the Indenture, state the amount in principal amount: $[-]

Date:         Your Signature:

(Sign exactly as your name appears on the

other side of this Note.)

Signature Guarantee:

(Signature must be guaranteed)

Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.

Appendix-27

EXHIBIT A

FORM OF NOTATION OF GUARANTEE

[Date]

For value received, each Guarantor (which term includes any successor Person under the Indenture) has, jointly and severally, unconditionally guaranteed, to the extent set forth in and subject to the provisions in the Indenture dated as of July 27, 2020 (the “Indenture”) by and among Boise Cascade Company, the guarantors named on the signature pages thereof, and U.S. Bank National Association, as trustee (the “Trustee”), (a) prompt payment of the principal of, premium, if any, and accrued and unpaid interest and defaulted interest, if any, on the Notes (as defined in the Indenture) when due, whether at maturity, by acceleration, redemption or otherwise, and the prompt payment of interest on overdue principal, premium, if any, and interest and defaulted interest, if any, on the Notes (pursuant to Section 2.11 of the Indenture), if lawful (subject in all cases to any applicable grace periods provided in the Indenture and the Notes) when due, and all other obligations of the Issuer to the Holders or the Trustee under the Indenture and the Notes will be promptly paid in full, all in accordance with the terms of the Indenture and the Notes and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, the same will be promptly paid in full when due in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. The obligations of the Guarantors to the Holders of Notes and to the Trustee pursuant to the Guarantee and the Indenture are expressly set forth in Article 10 of the Indenture and reference is hereby made to the Indenture for the precise terms of the Guarantee. Each Holder of a Note, by accepting the same, agrees to and shall be bound by such provisions.

Exhibit A-1

IN WITNESS HEREOF, each Guarantor has caused this Notation of Guarantee to be signed manually or by facsimile by its duly authorized officer.

THE GUARANTORS LISTED ON

SCHEDULE I ATTACHED HERETO

By:

Name:

Title:

Exhibit A-2

SCHEDULE I

GUARANTORS

[___________]

Exhibit A-3

Document

Exhibit 10.1

Execution copy

SEVENTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT

This Seventh Amendment to Amended and Restated Credit Agreement (this “Amendment”) is dated as of July 27, 2020 and is between the Lenders identified on the signature pages hereof, Wells Fargo Capital Finance, LLC, a Delaware limited liability company, as administrative agent for the Lenders (in that capacity, “Agent”), BOISE CASCADE COMPANY, a Delaware corporation (“Boise Cascade”), and the Subsidiaries of Boise Cascade identified as Borrowers on the signature pages hereof (such Subsidiaries, together with Boise Cascade, “Borrowers”).

WHEREAS, the Lenders, Agent, and Borrowers entered into an Amended and Restated Credit Agreement dated as of May 15, 2015 (as amended, restated, supplemented, or otherwise modified before the date of this Amendment, the “Credit Agreement”); and

WHEREAS, Boise Cascade desires that Agent and the Lenders make certain amendments as set forth herein. Agent and the Lenders party hereto are willing to make the foregoing amendments subject to the terms of this Amendment.

NOW, THEREFORE, for and in consideration of the premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1.Definitions. Defined terms used but not defined in this Amendment are as defined in the Credit Agreement.

2.Amendments. The Credit Agreement is hereby amended such that, after giving effect to all such amendments, the Credit Agreement, as amended by this Amendment, will read in its entirety as set forth in Exhibit A to this Amendment, with all revisions to the Credit Agreement, as amended by this Amendment, reflected in Exhibit A to this Amendment in redline format (pursuant to which (A) deleted text is indicated textually in the same manner as the following example: stricken text; and (B) added text is indicated textually in the same manner as the following example: bold and double-underlined text).

3.Representations. To induce Agent and the Lenders to enter into this Amendment, each Borrower hereby represents to Agent and the Lenders as of the date hereof as follows:

a.that such Borrower is duly authorized to execute and deliver this Amendment, and that each Loan Party is duly authorized to perform its obligations under the Loan Documents to which it is a party;

b.that the execution and delivery of this Amendment by such Borrower do not and will not violate any material provision of federal, state or local law or regulation applicable to it or of their respective Governing Documents, or of any order, judgment, or decree of any court or other Governmental Authority binding on them;

c.that this Amendment, and the Credit Agreement as amended by this Amendment, are legal, valid, and binding obligations of each Loan Party hereto, enforceable against such Loan Party in accordance with their terms, except as enforcement is limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors’ rights generally;

d.that, as of the Amendment Effective Date and after giving effect to this Amendment, the representations and warranties set forth in Section 4 of the Credit Agreement are true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof), in each case with the same effect as if such representations and warranties had been made on the Amendment Effective Date, except to the extent that any such representation or warranty expressly relates to an earlier date; and

e.that, as of the Amendment Effective Date and after giving effect to this Amendment, no Default or Event of Default has occurred and is continuing.

4.Conditions. This Amendment shall become effective on the date each of the following conditions have been met (such date, the “Amendment Effective Date”):

a.this Amendment shall have been executed and delivered by Agent, the Lenders identified on the signature pages hereof, which Lenders constitute Required Lenders, and Borrowers, and acknowledged by the Guarantor(s); and

b.Agent shall have received a certificate from the chief financial officer of the Administrative Borrower certifying that (i) the Loan Parties, taken as a whole, shall be Solvent after giving effect to the incurrence of all Indebtedness contemplated to be incurred on the Amendment Effective Date and (ii) the Payment Conditions, other debt incurrence requirements set forth in Section 6.1(n) of the Credit Agreement and other prepayment requirements set forth in Section 6.7(a) of the Credit Agreement, as applicable, will be satisfied both immediately before and immediately after giving effect to (1) the incurrence of Indebtedness pursuant to the indenture dated July 27, 2020, governing Boise Cascade’s $400 million, 4.875% senior unsecured notes due 2030 and (2) the related prepayment in full by Boise Cascade of the Existing Senior Notes (as defined in the Credit Agreement immediately before giving effect to this Amendment), in form and substance reasonably satisfactory to Agent.

5.Miscellaneous. a. This Amendment is governed by, and is to be construed in accordance with, the laws of the State of New York. Each provision of this Amendment is severable from every other provision of this Amendment for the purpose of determining the legal enforceability of any specific provision.

b. This Amendment binds Agent, the Lenders party hereto and Borrowers and their respective successors and assigns, and will inure to the benefit of Agent, the

Lenders party hereto and Borrowers and the successors and assigns of Agent and each Lender party hereto.

c. Except as specifically modified by the terms of this Amendment, all other terms and provisions of the Credit Agreement and the other Loan Documents are incorporated by reference in this Amendment and in all respects continue in full force and effect. Each Borrower, by execution of this Amendment, and each Guarantor, by acknowledgement of this Amendment, hereby reaffirms, assumes, and binds themselves to all applicable obligations, duties, rights, covenants, terms, and conditions that are contained in the Credit Agreement (as amended hereby) and the other Loan Documents (including the granting of any Liens for the benefit of Agent and the Lenders).

d. This Amendment is a Loan Document. Each Borrower acknowledges that Agent’s reasonable costs and expenses (including reasonable attorneys’ fees) incurred in connection with this Amendment constitute Lender Group Expenses.

e. The parties may sign this Amendment in several counterparts, each of which will be deemed to be an original but all of which together will constitute one instrument. Delivery of an executed counterpart of a signature page of this Amendment by facsimile or in electronic (i.e., “pdf” or “tif”) format shall be effective as delivery of a manually executed counterpart of this Amendment.

[Signature pages to follow]

The parties are signing this Seventh Amendment to Amended and Restated Credit Agreement as of the date stated in the introductory clause.

BOISE CASCADE COMPANY,

a Delaware corporation, as a Borrower

By: /s/ Wayne Rancourt

Name: Wayne Rancourt

Title: Executive VP, CFO, & Treasurer

BOISE CASCADE BUILDING MATERIALS DISTRIBUTION, L.L.C.,

a Delaware limited liability company, as a Borrower

By: /s/ Wayne Rancourt

Name: Wayne Rancourt

Title: Executive VP, CFO, & Treasurer

BOISE CASCADE WOOD PRODUCTS, L.L.C.,

a Delaware limited liability company, as a Borrower

By: /s/ Wayne Rancourt

Name: Wayne Rancourt

Title: Executive VP, CFO, & Treasurer

[Signature page - Seventh Amendment to Amended and Restated Credit Agreement]

WELLS FARGO CAPITAL FINANCE, LLC,

as Agent and as a Lender

By: /s/ Emily Chase

Name: Emily Chase

Title: Director

[Signature page - Seventh Amendment to Amended and Restated Credit Agreement]

BANK OF AMERICA, N.A.,

as a Lender

By: /s/ Brett German

Name: Brett German

Title: Sr. Vice President

[Signature page - Seventh Amendment to Amended and Restated Credit Agreement]

U.S. BANK NATIONAL ASSOCIATION,

as a Lender

By: /s/ Thomas P. Chidester

Name: Thomas P. Chidester

Title: Vice President

[Signature page - Seventh Amendment to Amended and Restated Credit Agreement]

JPMORGAN CHASE BANK, N.A.,

as a Lender

By: /s/ Lynn Braun

Name: Lynn Braun

Title: Executive Director

[Signature page - Seventh Amendment to Amended and Restated Credit Agreement]

CITIZENS BANK, N.A.,

as a Lender

By: /s/ Terrence Broderick

Name: Terrence Broderick

Title: Senior Vice President

[Signature page - Seventh Amendment to Amended and Restated Credit Agreement]

ZIONS BANCORPORATION, N.A. DBA ZIONS

FIRST NATIONAL BANK,

as a Lender

By: /s/ Kelly Robertson

Name: Kelly Robertson

Title: EVP

[Signature page - Seventh Amendment to Amended and Restated Credit Agreement]

AMERICAN AGCREDIT, PCA,

as a Lender

By: /s/ Michael J. Balok

Name: Michael J. Balok

Title: Vice President

[Signature page - Seventh Amendment to Amended and Restated Credit Agreement]

NORTHWEST FARM CREDIT SERVICES, PCA,

as a Lender

By: /s/ Jeremy A. Roewe

Name: Jeremy A. Roewe

Title: Vice President

[Signature page - Seventh Amendment to Amended and Restated Credit Agreement]

COBANK, FCB,

as a Voting Participant

By: /s/ Robert Prickett

Name: Robert Prickett

Title: Vice President

[Signature page - Seventh Amendment to Amended and Restated Credit Agreement]

Acknowledged and Agreed:

BOISE CASCADE WOOD PRODUCTS HOLDINGS CORP.,

a Delaware corporation, as a Guarantor

By: /s/ Wayne Rancourt

Name: Wayne Rancourt

Title: Executive VP, CFO, & Treasurer

[Signature page - Seventh Amendment to Amended and Restated Credit Agreement]

EXHIBIT A

Amended Credit Agreement

Exhibit A

AMENDED AND RESTATED

CREDIT AGREEMENT

by and among

BOISE CASCADE COMPANY

BOISE CASCADE BUILDING MATERIALS DISTRIBUTION, L.L.C.

BOISE CASCADE WOOD PRODUCTS, L.L.C.

as Borrowers

THE LENDERS THAT ARE SIGNATORIES HERETO

as the Lenders

WELLS FARGO CAPITAL FINANCE, LLC

as the Administrative Agent

WELLS FARGO <br>CAPITAL FINANCE, LLC BANK OF AMERICA, N.A.
as Joint Lead Arrangers and Joint Bookrunners

BANK OF AMERICA, N.A.

as Syndication Agent

and

U.S. BANK NATIONAL ASSOCIATION

as Documentation Agent

Dated as of May 15, 2015

CONTENTS

Page
1 DEFINITIONS AND CONSTRUCTION 1
1.1 Definitions 1
1.2 Accounting Terms 1
1.3 Code 2
1.4 Construction 2
1.5 Schedules and Exhibits 2
1.6 Time References 2
1.7 Divisions 3
1.8 No Other Duties 3
1.9 Existing Obligations; Amendment and Restatement 3
2 LOANS AND TERMS OF PAYMENT 4
2.1 Revolver Advances 4
2.2 Term Loan 5
2.3 Borrowing Procedures and Settlements 5
2.4 Payments; Reductions of Commitments; Prepayments; Increase in Maximum Revolver Amount 12
2.5 Overadvances 17
2.6 Interest Rates and Letter of Credit Fee: Rates, Payments, and Calculations 17
2.7 Crediting Payments 18
2.8 Designated Account 19
2.9 Maintenance of Loan Account; Statements of Obligations 19
2.10 Fees 19
2.11 Letters of Credit 20
2.12 LIBOR Rate 28
2.13 Capital Requirements 30
2.14 Joint and Several Liability of Borrowers 31
2.15 Term Loan Purchase Option 33
3 CONDITIONS; TERM OF AGREEMENT 34
3.1 Conditions Precedent to the Initial Extension of Credit 34
3.2 Conditions Precedent to all Extensions of Credit 34
3.3 Maturity 35
3.4 Effect of Maturity 35
3.5 Early Termination by Borrowers 35
4 REPRESENTATIONS AND WARRANTIES 35
4.1 Due Organization and Qualification; Subsidiaries 35
4.2 Due Authorization; No Conflict 36
4.3 Governmental Consents 36
4.4 Binding Obligations; Perfected Liens 37
4.5 Title to Assets; No Encumbrances 37

i

CONTENTS

4.6 Jurisdiction of Organization; Location of Chief Executive Office; Organizational Identification Number 37
4.7 Litigation 37
4.8 Compliance with Laws 37
4.9 No Material Adverse Change 38
4.10 Fraudulent Transfer 38
4.11 Employee Benefits 38
4.12 Environmental Condition 39
4.13 Intellectual Property 39
4.14 Leases 39
4.15 Deposit Accounts and Securities Accounts 40
4.16 Complete Disclosure 40
4.17 Material Contracts 40
4.18 Patriot Act 40
4.19 Indebtedness 40
4.20 Payment of Taxes 40
4.21 Margin Stock 40
4.22 Governmental Regulation 41
4.23 OFAC; Sanctions; Anti-Corruption Laws; Anti-Money Laundering Laws 41
4.24 Employee and Labor Matters 41
4.25 Eligible Accounts 41
4.26 Eligible Inventory 42
4.27 Locations of Inventory and Equipment 42
4.28 Inventory Records 42
4.29 Surety Obligations 42
4.30 Burdensome Contracts 42
4.31 United Kingdom; Taiwan 42
4.32 Indenture Borrowing Base 42
4.33 Hedge Agreements 42
5 AFFIRMATIVE COVENANTS 42
5.1 Financial Statements, Reports, Certificates 42
5.2 Collateral Reporting 43
5.3 Existence 43
5.4 Maintenance of Properties 43
5.5 Taxes 43
5.6 Insurance 43
5.7 Inspection 44
5.8 Compliance with Laws 44
5.9 Environmental 44
5.10 Disclosure Updates 45
5.11 Future Subsidiaries 45
5.12 Further Assurances 45

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CONTENTS

5.13 Lender Meetings 46
5.14 OFAC; Sanctions; Anti-Corruption Laws; Anti-Money Laundering Laws 46
5.15 Location of Inventory and Equipment 46
5.16 Intellectual Property 47
5.17 Administration of Deposit Accounts; Controlled Accounts 49
5.18 Farm Credit Equities 50
6 NEGATIVE COVENANTS 51
6.1 Indebtedness 51
6.2 Liens 53
6.3 Restrictions on Fundamental Changes 55
6.4 Disposal of Assets 56
6.5 Change Name 56
6.6 Nature of Business 56
6.7 Prepayments and Amendments 56
6.8 Hedge Agreements 57
6.9 Restricted Junior Payments 57
6.10 Accounting Methods 58
6.11 Restricted Investments 58
6.12 Transactions with Affiliates 58
6.13 Use of Proceeds 59
6.14 Subsidiaries; BMD Delanco 59
6.15 Restrictive Agreements 59
6.16 Plans 59
7 FINANCIAL COVENANTS 59
8 EVENTS OF DEFAULT 60
9 RIGHTS AND REMEDIES 62
9.1 Rights and Remedies 62
9.2 Remedies Cumulative 62
10 WAIVERS; INDEMNIFICATION 62
10.1 Demand; Protest; etc 62
10.2 The Lender Group’s Liability for Collateral 62
10.3 Indemnification 63
11 NOTICES 63
12 CHOICE OF LAW AND VENUE; JURY TRIAL WAIVER 64
13 ASSIGNMENTS AND PARTICIPATIONS; SUCCESSORS 66
13.1 Assignments and Participations 66
13.2 Successors 69
14 AMENDMENTS; WAIVERS 69
14.1 Amendments and Waivers 69
14.2 Replacement of Certain Lenders 72
14.3 No Waivers; Cumulative Remedies 72
15 AGENT; THE LENDER GROUP 72
15.1 Appointment and Authorization of Agent 72
15.2 Delegation of Duties 73
15.3 Liability of Agent 73

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CONTENTS

15.4 Reliance by Agent 74
15.5 Notice of Default or Event of Default 74
15.6 Credit Decision 74
15.7 Costs and Expenses; Indemnification 75
15.8 Agent in Individual Capacity 75
15.9 Successor Agent 76
15.10 Lender in Individual Capacity 76
15.11 Collateral Matters 77
15.12 Restrictions on Actions by Lenders; Sharing of Payments 78
15.13 Agency for Perfection 79
15.14 Payments by Agent to the Lenders 79
15.15 Concerning the Collateral and Related Loan Documents 79
15.16 Audits and Examination Reports; Confidentiality; Disclaimers by Lenders; Other Reports and Information 79
15.17 Several Obligations; No Liability 80
16 WITHHOLDING TAXES 80
17 GENERAL PROVISIONS 83
17.1 Effectiveness 83
17.2 Section Headings 83
17.3 Interpretation 83
17.4 Severability of Provisions 83
17.5 Bank Product Providers 83
17.6 Debtor-Creditor Relationship 84
17.7 Counterparts; Electronic Execution 84
17.8 Revival and Reinstatement of Obligations 84
17.9 Confidentiality 85
17.10 Lender Group Expenses 86
17.11 Survival 86
17.12 Patriot Act; Due Diligence 86
17.13 Integration 86
17.14 Boise Cascade as Agent for Borrowers 87
17.15 Certifications Regarding Indenture 87
17.16 Acknowledgement and Consent to Bail-In of EEA Financial Institutions 87
17.17 Acknowledgement Regarding Any Supported QFCs 88

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EXHIBITS AND SCHEDULES

Exhibit A-1 Form of Assignment and Acceptance
Exhibit B-1 Form of Borrowing Base Certificate
Exhibit B-2 Form of Bank Product Provider Letter Agreement
Exhibit C-1 Form of Compliance Certificate
Exhibit G-1 Form of Guaranty
Exhibit N-1 Form of Promissory Note
Schedule A-1 Agent’s Account
Schedule A-2 Authorized Persons
Schedule C-1 Commitments
Schedule D-1 Designated Account
Schedule E-2 Existing Letters of Credit
Schedule P-1 Permitted Indebtedness
Schedule P-2 Permitted Liens
Schedule P-3 Permitted Transactions with Affiliates
Schedule P-4 Permitted Contingent Obligations
Schedule 1.1 Definitions
Schedule 3.1 Conditions Precedent
Schedule 4.1(b) Capitalization of Borrowers
Schedule 4.1(c) Capitalization of Borrowers’ Subsidiaries
Schedule 4.6(a) States of Organization
Schedule 4.6(b) Chief Executive Offices
Schedule 4.6(c) Organizational Identification Numbers
Schedule 4.7 Litigation
Schedule 4.12 Environmental Matters
Schedule 4.13 Intellectual Property
Schedule 4.15 Deposit Accounts and Securities Accounts
Schedule 4.17 Material Contracts
Schedule 4.19 Permitted Indebtedness
Schedule 4.27 Locations of Inventory and Equipment
Schedule 4.29 Surety Obligations
Schedule 4.30 Restrictive Agreements
Schedule 5.1 Financial Statements, Reports, Certificates
Schedule 5.2 Collateral Reporting
Schedule 13.1(k) Initial Voting Participants

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AMENDED AND RESTATED

CREDIT AGREEMENT

THIS AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”) is entered into as of May 15, 2015, by and among the lenders identified on the signature pages hereof (each of such lenders, together with their respective successors and permitted assigns, are referred to hereinafter as a “Lender”, as that term is hereinafter further defined), WELLS FARGO CAPITAL FINANCE, LLC, a Delaware limited liability company, as administrative agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, “Agent”), and together with BANK OF AMERICA, N.A., a national banking association, as joint lead arrangers (the “Lead Arrangers”) and as joint bookrunners (the “Bookrunners”), BANK OF AMERICA, N.A., a national banking association, as syndication agent (the “Syndication Agent”), U.S. BANK NATIONAL ASSOCIATION, a national banking association, as documentation agent (the “Documentation Agent”), BOISE CASCADE COMPANY, a Delaware corporation (“Boise Cascade”), BOISE CASCADE BUILDING MATERIALS DISTRIBUTION, L.L.C., a Delaware limited liability company (“Boise Materials Distribution”), and BOISE CASCADE WOOD PRODUCTS, L.L.C., a Delaware limited liability company (“Boise Wood Products”; together with Boise Cascade and Boise Materials Distribution, are referred to hereinafter each individually as a “Borrower”, and individually and collectively, jointly and severally, as the “Borrowers”).

This Agreement refers to a Credit Agreement dated as of July 13, 2011, by and among Borrowers, the Lenders, and the Agent, as administrative agent (that agreement as amended, restated, supplemented, or otherwise modified before the date of this Agreement, the “Existing Credit Agreement”). The parties desire to amend and restate the Existing Credit Agreement as set forth in this Agreement.

The parties agree as follows:

1.DEFINITIONS AND CONSTRUCTION.

1.1        Definitions. Capitalized terms used in this Agreement shall have the meanings specified therefor on Schedule 1.1.

1.2         Accounting Terms. All accounting terms not specifically defined herein shall be construed in accordance with GAAP; provided, however, that if Administrative Borrower notifies Agent that Borrowers request an amendment to any provision hereof to eliminate the effect of any Accounting Change occurring after the Closing Date or in the application thereof on the operation of such provision (or if Agent notifies Administrative Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such Accounting Change or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such Accounting Change shall have become effective until such notice shall have been withdrawn or such provision shall have been amended in accordance herewith. When used herein, the term “financial statements” shall include the notes and schedules thereto. Whenever the term “Borrower” or “Borrowers” is used in respect of a financial covenant or a related definition, it shall be understood to mean Borrowers and their Subsidiaries on a consolidated basis, unless the context clearly requires otherwise. Notwithstanding anything to the contrary contained herein, (a) all financial statements delivered hereunder shall be prepared, and all financial covenants contained herein shall be calculated, without giving effect to any election under Accounting Standards Codification 825 (or any similar accounting principle) permitting a Person to value its financial liabilities or Indebtedness at the fair value thereof, and (b) the term “unqualified opinion” as used herein to refer to opinions or reports provided by accountants shall mean an opinion or report that is (i) unqualified, and (ii) does not include any explanation, supplemental comment, or other comment concerning the ability of the applicable Person to continue as a going concern or concerning the scope of the audit. Notwithstanding any changes in GAAP after the Closing Date, any lease of the Borrowers or their Subsidiaries that would

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be characterized as an operating lease under GAAP, whether such lease is entered into before or after the Closing Date, shall not constitute a Finance Lease under this Agreement or any other Loan Document as a result of such changes in GAAP unless otherwise agreed to in writing by the Borrowers and Required Lenders.

1.3        Code. Any terms used in this Agreement that are defined in the Code shall be construed and defined as set forth in the Code unless otherwise defined herein; provided, however, that to the extent that the Code is used to define any term herein and such term is defined differently in different Articles of the Code, the definition of such term contained in Article 9 of the Code shall govern.

1.4         Construction. Unless the context of this Agreement or any other Loan Document clearly requires otherwise, references to the plural include the singular, references to the singular include the plural, the terms “includes” and “including” are not limiting, and the term “or” has, except where otherwise indicated, the inclusive meaning represented by the phrase “and/or.” The words “hereof,” “herein,” “hereby,” “hereunder,” and similar terms in this Agreement or any other Loan Document refer to this Agreement or such other Loan Document, as the case may be, as a whole and not to any particular provision of this Agreement or such other Loan Document, as the case may be. Section, subsection, clause, schedule, and exhibit references herein are to this Agreement unless otherwise specified. Any reference in this Agreement or in any other Loan Document to any agreement, instrument, or document shall include all alterations, amendments, changes, extensions, modifications, renewals, replacements, substitutions, joinders, and supplements, thereto and thereof, as applicable (subject to any restrictions on such alterations, amendments, changes, extensions, modifications, renewals, replacements, substitutions, joinders, and supplements set forth herein). The words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties. Any reference herein or in any other Loan Document to the satisfaction, repayment, or payment in full of the Obligations shall mean the repayment in full in cash or immediately available funds (or, (a) in the case of contingent reimbursement obligations with respect to Letters of Credit, providing Letter of Credit Collateralization, and (b) in the case of obligations with respect to Bank Products (other than Hedge Obligations), providing Bank Product Collateralization) of all of the Obligations (including the payment of any Lender Group Expenses that have accrued irrespective of whether demand has been made therefor and the payment of any termination amount then applicable (or which would or could become applicable as a result of the repayment of the other Obligations) under Hedge Agreements provided by Hedge Providers) other than (i) unasserted contingent indemnification Obligations, (ii) any Bank Product Obligations (other than Hedge Obligations) that, at such time, are allowed by the applicable Bank Product Provider to remain outstanding without being required to be repaid or cash collateralized, and (iii) any Hedge Obligations that, at such time, are allowed by the applicable Hedge Provider to remain outstanding without being required to be repaid. Any reference herein to any Person shall be construed to include such Person’s successors and assigns. Any requirement of a writing contained herein or in any other Loan Document shall be satisfied by the transmission of a Record. Any Event of Default that shall have occurred hereunder at any time shall be deemed continuing unless (x) such Event of Default is cured, provided that an Event of Default may only be cured within the timeframe and only if so expressly permitted under the terms of this Agreement or (y) such Event of Default is waived in writing as required under this Agreement. Regardless of when adopted or effective, the Dodd–Frank Wall Street Reform and Consumer Protection Act and any request, rule, guideline, or directive thereunder or issued in connection therewith will be deemed to have been adopted and effective after the date of this Agreement.

1.5         Schedules and Exhibits. All of the schedules and exhibits attached to this Agreement shall be deemed incorporated herein by reference.

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1.6         Time References. Unless the context of this Agreement or any other Loan Document clearly requires otherwise, all references to time of day refer to Central standard time or Central daylight saving time, as in effect in Chicago, Illinois, on such day. For purposes of the computation of a period of time from a specified date to a later specified date, unless otherwise expressly provided, the word “from” means “from and including” and the words “to” and “until” each means “to and including”; provided that, with respect to a computation of fees or interest payable to Agent or any Lender, such period shall in any event consist of at least one full day.

1.7         Divisions. For all purposes under the Loan Documents, in connection with any division or plan of division under Delaware law (or any comparable event under a different jurisdiction’s laws): (a) if any asset, right, obligation or liability of any Person becomes the asset, right, obligation or liability of a different Person, then it shall be deemed to have been transferred from the original Person to the subsequent Person, and (b) if any new Person comes into existence, such new Person shall be deemed to have been organized on the first date of its existence by the holders of its Stock at such time.

1.8         No Other Duties. Anything herein to the contrary notwithstanding, each Lead Arranger, Bookrunner, Syndication Agent, and Documentation Agent listed on the cover page of this Agreement and in the preamble to this Agreement shall not have any powers, duties, or responsibilities under this Agreement or any of the other Loan Documents, except in its capacity, as applicable, as Agent, as a Lender, or as the Issuing Lender under this Agreement. Without limiting the foregoing, each Lead Arranger, Bookrunner, Syndication Agent, and Documentation Agent, in such capacities, shall not have or be deemed to have any fiduciary relationship with any Lender or any Loan Party. Each Lender, Agent, Swing Lender, Issuing Lender, and each Loan Party acknowledges that it has not relied, and will not rely, on the Lead Arrangers, Bookrunners, Syndication Agent, and Documentation Agent in deciding to enter into this Agreement or in taking or not taking action hereunder. Each Lead Arranger, Bookrunner, Syndication Agent, and Documentation Agent, in such capacities, shall be entitled to resign at any time by giving notice to Agent and Borrowers.

1.9         Existing Obligations; Amendment and Restatement.

(a)    Borrowers, Agent, and the Lenders acknowledge that effective as of the Closing Date all “Letters of Credit” (as defined in and used under the Existing Credit Agreement), if any, will constitute Letters of Credit under this Agreement with the same effect issued by Issuing Lender or an Underlying Issuer at the request of Borrowers on the Closing Date. Borrowers, Agent, and the Lenders further acknowledge that effective as of the Closing Date, all interest, fees, expenses, and other Existing Obligations that remain unpaid and outstanding as of the Closing Date will be assumed by Borrowers and remain outstanding and payable under this Agreement and the other Loan Documents. Each Borrower acknowledges that all Obligations outstanding as of the Closing Date constitute valid and binding obligations of such Borrower, without offset, counterclaim, defense, or recoupment of any kind, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditor’s rights generally.

(b)    On the Closing Date, the Existing Credit Agreement will be amended and restated in its entirety by this Agreement and the Existing Credit Agreement will thereafter be of no further force and effect, but this Agreement is not in any way intended to constitute a novation of the obligations and liabilities existing under the Existing Credit Agreement or to evidence payment of all of any portion of such obligations and liabilities.

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(c )    The terms and conditions of this Agreement and Agent’s and Lenders’ rights and remedies under this Agreement and the other Loan Documents apply to all of the Obligations incurred under the Existing Credit Agreement.

(d)     Each Borrower hereby reaffirms the Liens granted pursuant to the Loan Documents to Agent for the benefit of the Lenders, which Liens will continue in full force and effect during the term of this Agreement and any renewals thereof will continue to secure the Obligations.

(e)     On and after the Closing Date, (i) all references to the Existing Credit Agreement in the Loan Documents (other than this Agreement) will be deemed to refer to the Existing Credit Agreement as amended and restated by this Agreement; (ii) all references to any section (or subsection) of the Existing Credit Agreement in any Loan Document (but not this Agreement) will be deemed amended, mutatis mutandis, to refer to the corresponding provisions of this Agreement; and (iii) except as the context otherwise requires, on and after the Closing Date all references in this Agreement to this Agreement (including for purposes of indemnification and reimbursement fees) will be deemed to be references to the Existing Credit Agreement as amended and restated by this Agreement.

(f)     The amendment and restatement effected by this Agreement is limited as written and is not a consent to any other amendment, restatement, or waiver or other modification, whether or not similar, and except as expressly provided in this Agreement or in any other Loan Document, all terms and conditions of the Loan Documents remain in full force and effect unless otherwise specifically amended by this Agreement or by any other Loan Document.

2.LOANS AND TERMS OF PAYMENT.

2.1    Revolver Advances.

(a)     Subject to the terms and conditions of this Agreement, from the date hereof and through but excluding the Maturity Date, each Lender with a Revolver Commitment agrees (severally, not jointly or jointly and severally) to make revolving loans (“Advances”) to Borrowers in an amount at any one time outstanding not to exceed the lesser of:

(i)such Lender’s Revolver Commitment, or

(ii)such Lender’s Pro Rata Share of an amount equal to the lesser of:

(1)    the Maximum Revolver Amount less the sum of (1) the Letter of Credit Usage at such time, plus (2) the principal amount of Swing Loans outstanding at such time, and

(2)     the Borrowing Base at such time less the sum of (1) the Letter of Credit Usage at such time, plus (2) the principal amount of Swing Loans outstanding at such time.

(b)     Amounts borrowed pursuant to this Section 2.1 may be repaid and, subject to the terms and conditions of this Agreement, reborrowed at any time up to but excluding the Maturity Date. The outstanding principal amount of the Advances, together with interest accrued and unpaid thereon, shall be due and payable on the Maturity Date or, if earlier, on the date on which they are declared due and payable as a result of the exercise of the remedies during the existence of an Event of Default (or

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automatically with respect to the Events of Default set forth in Sections 8.4 and 8.5 of this Agreement) pursuant to the terms of this Agreement.

(c )     Anything to the contrary in this Section 2.1 notwithstanding, Agent shall have the right (but not the obligation) to establish, increase, reduce, eliminate, or otherwise adjust reserves (“Reserves”) from time to time against the Borrowing Base (or, in the case of the Maximum Revolver Amount any Priority Reserves) in such amounts, and with respect to such matters, as Agent in its Permitted Discretion shall deem necessary or appropriate, including (i) Reserves in an amount equal to the Bank Product Reserve Amount, and (ii) Reserves with respect to (A) sums that any Loan Party is required to pay under this Agreement or any other Loan Document (such as taxes, assessments, insurance premiums, or, in the case of leased assets, rents or other amounts payable under such leases) and has failed to pay when due, and (B) amounts owing by any Loan Party to any Person to the extent secured by a Lien on, or trust over, any of the Collateral (other than a Permitted Lien which is a Permitted Purchase Money Lien, the interest of a lessor under a Finance Lease, or a Lien upon any Notes Priority Collateral Assets securing Permitted Senior Indebtedness, if any), which Lien or trust, in the Permitted Discretion of Agent would be reasonably likely to have a priority superior to Agent’s Liens (such as Liens or trusts in favor of landlords, warehousemen, carriers, mechanics, materialmen, laborers, or suppliers, or Liens or trusts for ad valorem, excise, sales, or other taxes where given priority under Applicable Law) in and to such item of the Collateral, and (C) unpaid liabilities owing by Borrowers to vendors with respect to purchases of logs and timber and Collateral subject to a Licensor’s Intellectual Property rights with respect to which Borrowers have not obtained a Collateral Access Agreement and contingent obligations in respect of surety bonds that could take priority over the Obligations or Agent’s Lien on the Collateral. In addition, during a Cash Dominion Trigger Period, Agent may review and adjust any calculation of the Availability or the Borrowing Base in any Borrowing Base Certificate to reflect Agent’s reasonable estimate of declines in the value of any Collateral (due to Collections received in any Controlled Deposit Account or otherwise); to adjust advance rates to reflect changes in dilution, quality, mix, and other factors affecting Collateral; and to the extent that any such calculation is not in accordance with this Agreement or does not accurately reflect any Reserves.

(d)    Notwithstanding anything to the contrary in this Agreement or in any other Loan Document, any Reserves shall be determined by the Agent from to time, acting in its Permitted Discretion; provided that circumstances, conditions, events, or contingencies arising prior to the Original Closing Date of which Agent has actual knowledge prior to the Original Closing Date shall not be the basis for any new establishment or modification of any Reserve unless such circumstances, conditions, events, or contingencies shall have changed since the Original Closing Date.

2.2     Term Loan. Subject to the terms and conditions of this Agreement, on the Closing Date each Lender with a Term Loan Commitment agrees (severally, not jointly or jointly and severally) to make term loans (collectively, the “Term Loan”) to Borrowers in an amount equal to such Lender’s Pro Rata Share of the Term Loan Amount by making the amount of such Lender’s Pro Rata Share of the Term Loan Amount available to Agent in immediately available funds, to the Deposit Account of Agent identified with such Lender’s name on Schedule A-1, not later than 2:00 p.m. (Chicago time) on the Closing Date. After Agent’s receipt of the proceeds of the Term Loan, Agent shall make the proceeds thereof available to Borrowers on the Closing Date by transferring immediately available funds equal to such proceeds received by Agent to the Designated Account. The outstanding unpaid principal balance and all accrued and unpaid interest on the Term Loan shall be due and payable on the earlier of (i) the Term Loan Maturity Date, and (ii) the date of the acceleration of the Term Loan in accordance with the terms hereof. Any principal amount of the Term Loan that is repaid or prepaid may not be reborrowed. All principal of, interest on, and other amounts payable in respect of the Term Loan shall constitute

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Obligations. Any Term Loan Lender may request that any portion of its Term Loan Commitment or the Term Loan made by it be evidenced by one or more promissory notes. In such event, Borrowers shall promptly execute and deliver to such Term Loan Lender the requested promissory notes payable to the order of such Term Loan Lender in substantially the form attached hereto as Exhibit N-1. Thereafter, the portion of the Term Loan Commitments and Term Loan evidenced by such promissory notes and interest thereon shall at all times be represented by one or more promissory notes in such form payable to the order of the payee named therein.

2.3         Borrowing Procedures and Settlements.

(a)     Procedure for Borrowing. Each Borrowing shall be made by a written request by an Authorized Person delivered to Agent (which may be delivered through Agent’s electronic platform or portal). Unless Swing Lender is not obligated to make a Swing Loan pursuant to Section 2.3(b) below, such notice must be received by Agent no later than noon (Chicago time) (i) on the Business Day that is the requested Funding Date in the case of a request for a Swing Loan, (ii) on the Business Day that is 1 Business Day prior to the requested Funding Date in the case of a request for a Base Rate Loan, and (iii) on the Business Day that is 3 Business Days prior to the requested Funding Date in the case of all other requests, specifying (A) the amount of such Borrowing, and (B) the requested Funding Date, which shall be a Business Day; provided, however, that if Swing Lender is not obligated to make a Swing Loan as to a requested Borrowing, such notice must be received by Agent no later than noon (Chicago time) on the Business Day prior to the date that is the requested Funding Date. All Borrowing requests which are not made on-line via Agent’s electronic platform or portal shall be subject to (and unless Agent elects otherwise in the exercise of its sole discretion, such Borrowings shall not be made until the completion of) Agent’s authentication process (with results satisfactory to Agent) prior to the funding of any such requested Advance. At Agent’s election, in lieu of delivering the above-described written request, any Authorized Person may give Agent telephonic notice of such request by the required time. In such circumstances, each Borrower agrees that any such telephonic notice will be confirmed in writing within 24 hours of the giving of such telephonic notice, but the failure to provide such written confirmation shall not affect the validity of the request.

(b)     Making of Swing Loans. In the case of a request for an Advance and so long as either (i) the aggregate amount of Swing Loans made since the last Settlement Date, minus the amount of Collections or payments applied to Swing Loans since the last Settlement Date, plus the amount of the requested Advance does not exceed an amount equal to the greater of (A) $25,000,000 and (B) 10% of the Maximum Revolver Amount, or (ii) Swing Lender, in its sole discretion, shall agree to make a Swing Loan notwithstanding the foregoing limitation, Swing Lender shall make an Advance in the amount of such requested Borrowing (any such Advance made solely by Swing Lender pursuant to this Section 2.3(b) being referred to as a “Swing Loan” and such Advances being referred to as “Swing Loans”; and any such Swing Loan made pursuant to clause (ii) of this Section 2.3(b) being referred to as an “Excess Swing Loan”) available to Borrowers on the Funding Date applicable thereto by transferring immediately available funds to the Designated Account. Anything contained herein to the contrary notwithstanding, the Swing Lender may, but shall not be obligated to, make Swing Loans at any time that one or more of the Lenders is a Defaulting Lender. Each Swing Loan shall be deemed to be an Advance hereunder and shall be subject to all the terms and conditions (including Section 3) applicable to other Advances, except that all payments on any Swing Loan shall be payable to Swing Lender solely for its own account. Subject to the provisions of Section 2.3(d)(ii), Swing Lender shall not make and shall not be obligated to make any Swing Loan if Swing Lender has actual knowledge that (i) one or more of the applicable conditions precedent set forth in Section 3 will not be satisfied on the requested Funding Date for the applicable Borrowing, or (ii) the requested Borrowing would exceed the Availability on such Funding

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Date. Swing Lender shall not otherwise be required to determine whether the applicable conditions precedent set forth in Section 3 have been satisfied on the Funding Date applicable thereto prior to making any Swing Loan. The Swing Loans shall be secured by Agent’s Liens, constitute Advances and Obligations hereunder, and bear interest in accordance with Section 2.12.

(c )        Making of Loans.

(i)    In the event that Swing Lender is not obligated to make a Swing Loan, then promptly after receipt of a request for a Borrowing pursuant to Section 2.3(a), Agent shall notify the Lenders with a Revolver Commitment, not later than 3:00 p.m. (Chicago time) on the Business Day immediately preceding the Funding Date applicable thereto, by telecopy, telephone, or other similar form of transmission, of the requested Borrowing; such notification to be sent on the Business Day that is (A) in the case of a Base Rate Loan, at least 1 Business Day prior to the requested Funding Date, or (B) in the case of a LIBOR Rate Loan, prior to 1:00 p.m. at least 3 Business Days prior to the requested Funding Date. Each Lender with a Revolver Commitment shall make the amount of such Lender’s Pro Rata Share of the requested Borrowing available to Agent in immediately available funds, to Agent’s Account, not later than noon (Chicago time) on the Funding Date applicable thereto. After Agent’s receipt of the proceeds of such Advances, Agent shall make the proceeds thereof available to Borrowers on the applicable Funding Date by transferring immediately available funds equal to such proceeds received by Agent to the Designated Account; provided, however, that, subject to the provisions of Section 2.3(d)(ii), Agent shall not be obligated to (but may in its discretion) request any Lender with a Revolver Commitment to make any Advance if it has knowledge that, and no such Lender shall have the obligation to make any Advance, if (1) one or more of the applicable conditions precedent set forth in Section 3 will not be satisfied on the requested Funding Date for the applicable Borrowing unless such condition has been waived, or (2) the requested Borrowing would exceed the Availability on such Funding Date.

(ii)    Unless Agent receives notice from a Lender with a Revolver Commitment prior to 11:00 a.m. (Chicago time) on the date of a Borrowing, that such Lender will not make available as and when required hereunder to Agent for the account of Borrowers the amount of that Lender’s Pro Rata Share of the Borrowing, Agent may assume that each Lender with a Revolver Commitment has made or will make such amount available to Agent in immediately available funds on the Funding Date and Agent may (but shall not be so required), in reliance upon such assumption, make available to Borrowers on such date a corresponding amount. If any Lender with a Revolver Commitment shall not have made its full amount available to Agent in immediately available funds and if Agent in such circumstances has made available to Borrowers such amount, that Lender shall no later than noon (Chicago time) on the Business Day following such Funding Date make such amount available to Agent, together with interest at the Defaulting Lender Rate for each day during such period. A notice submitted by Agent to any Lender with a Revolver Commitment with respect to amounts owing under this Section 2.3(c)(ii) shall be conclusive, absent manifest error. If such amount is so made available and is made available to Borrowers on such date, such payment to Agent shall constitute such Lender’s

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Advance on the date of Borrowing for all purposes of this Agreement. If such amount is not made available to Agent on the Business Day following the Funding Date, and such amount has been advanced to Borrowers, then Agent will notify Borrowers of such failure to fund and, upon demand by Agent, Borrowers shall pay such amount to Agent for Agent’s account, together with interest thereon for each day elapsed since the date of such Borrowing, at a rate per annum equal to the interest rate applicable at the time to the Advances composing such Borrowing.

(d) Protective Advances and Optional Overadvances.

(i)     Any contrary provision of this Agreement or any other Loan Document notwithstanding, but subject to Section 2.3(d)(iv), Agent hereby is authorized by Borrowers and the Lenders, from time to time in Agent’s sole discretion, (A) after the occurrence and during the continuance of a Default or an Event of Default, or (B) at any time that any of the other applicable conditions precedent set forth in Section 3 are not satisfied, to make Advances to, or for the benefit of, Borrowers on behalf of the Lenders (in an aggregate amount for all such Advances taken together and outstanding at any one time not exceeding the greater of (x) $25,000,000 and (y) 10% of the Maximum Revolver Amount) that Agent, in its Permitted Discretion deems necessary or desirable (1) to preserve or protect the Collateral, or any portion thereof, or (2) to enhance the likelihood of repayment of the Obligations (other than the Bank Product Obligations) (any of the Advances described in this Section 2.3(d)(i) shall be referred to as “Protective Advances”).

(ii)    Any contrary provision of this Agreement or any other Loan Document notwithstanding, but subject to Section 2.3(d)(iv), the Lenders hereby authorize Agent or Swing Lender, as applicable, and either Agent or Swing Lender, as applicable, may, but is not obligated to, knowingly and intentionally, continue to make Advances (including Swing Loans) to Borrowers notwithstanding that an Overadvance exists or would be created thereby, so long as (A) after giving effect to such Advances, the outstanding Revolver Usage does not exceed the Borrowing Base by more than the greater of (x) $25,000,000 and (y) 10% of the Maximum Revolver Amount, and (B) after giving effect to such Advances, the outstanding Revolver Usage (except for and excluding amounts charged to the Loan Account for interest, fees, or Lender Group Expenses) does not exceed the Maximum Revolver Amount. Unless otherwise agreed to in writing by the Required Lenders: (x) if any Overadvance remains outstanding for more than 30 days, Borrowers shall immediately repay Advances in an amount sufficient to eliminate all such Overadvances, and (y) after the date all Overadvances have been eliminated, there must be at least five consecutive days without the existence of any Overadvances before intentional Overadvances are made. The foregoing provisions are meant for the benefit of the Lenders and Agent and are not meant for the benefit of Borrowers, which shall continue to be bound by the provisions of Section 2.5. Each Lender with a Revolver Commitment shall be obligated to settle with Agent as provided in Section 2.3(e) or Section 2.3(g), as applicable, for the amount of such Lender’s Pro Rata Share of any unintentional Overadvances by Agent reported to such Lender, any intentional Overadvances

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made as permitted under this Section 2.3(d)(ii), and any Overadvances resulting from the charging to the Loan Account of interest, fees, or Lender Group Expenses.

(iii)     Each Protective Advance and each Overadvance shall be deemed to be an Advance hereunder, except that no Protective Advance or Overadvance shall be eligible to be a LIBOR Rate Loan and, prior to Settlement therefor, all payments on the Protective Advances shall be payable to Agent solely for its own account. The Protective Advances and Overadvances shall be repayable on written demand, secured by Agent’s Liens, constitute Obligations hereunder, and bear interest at the rate applicable from time to time to Advances that are Base Rate Loans. The ability of Agent to make Protective Advances is separate and distinct from its ability to make Overadvances and its ability to make Overadvances is separate and distinct from its ability to make Protective Advances. For the avoidance of doubt, the limitations on Agent’s ability to make Protective Advances do not apply to Overadvances and the limitations on Agent’s ability to make Overadvances do not apply to Protective Advances. The provisions of this Section 2.3(d) are for the exclusive benefit of Agent, Swing Lender, and the Lenders and are not intended to benefit Borrowers in any way.

(iv)    Notwithstanding anything contained in this Agreement or any other Loan Document to the contrary: (A) no Overadvance or Protective Advance may be made by Agent if such Advance would cause the aggregate principal amount of Overadvances and Protective Advances outstanding to exceed an amount equal to the greater of (x) $25,000,000 and (y) 10% of the Maximum Revolver Amount; and (B) to the extent any Protective Advance causes the aggregate Revolver Usage (excluding amounts charged to the Loan Account for interest, fees, or other Lender Group Expenses) to exceed the Maximum Revolver Amount (any such portion of such Protective Advance in excess of the Maximum Revolver Amount being referred to as an “Excess Protective Advance”), such Excess Protective Advance shall be for Agent’s sole and separate account and not for the account of any Lender and shall be entitled to priority in repayment in accordance with Section 2.4(b).

(e)    Settlement. It is agreed that each applicable Lender’s funded portion of the Advances is intended by the Lenders to equal, at all times, such Lender’s Pro Rata Share of the outstanding Advances. Such agreement notwithstanding, Agent, Swing Lender, and the other Lenders with a Revolver Commitment agree (which agreement shall not be for the benefit of Borrowers) that in order to facilitate the administration of this Agreement and the other Loan Documents, settlement among the Lenders with a Revolver Commitment as to the Advances, the Swing Loans, and the Protective Advances shall take place on a periodic basis in accordance with the following provisions:

(i)    Agent shall request settlement (“Settlement”) with the Lenders with a Revolver Commitment on a weekly basis (and, solely with respect to Excess Swing Loans, on the Business Day immediately following the day on which Swing Lender makes any Excess Swing Loan), or on a more frequent basis if so determined by Agent (1) on behalf of Swing Lender, with respect to the outstanding Swing Loans, (2) for itself, with respect to the outstanding Protective Advances or Overadvances, and (3) with

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respect to Borrowers’ Collections or payments received, as to each by notifying the Lenders with a Revolver Commitment by telecopy, telephone, or other similar form of transmission, of such requested Settlement, no later than 4:00 p.m. (Chicago time) on the Business Day immediately prior to the date of such requested Settlement (the date of such requested Settlement being the “Settlement Date”). Such notice of a Settlement Date shall include a summary statement of the amount of outstanding Advances, Swing Loans, Overadvances and Protective Advances for the period since the prior Settlement Date. Subject to the terms and conditions contained herein (including Section 2.3(g)): (y) if the amount of the Advances (including Swing Loans, Overadvances, and Protective Advances) made by a Lender with a Revolver Commitment that is not a Defaulting Lender exceeds such Lender’s Pro Rata Share of the Advances (including Swing Loans, Overadvances, and Protective Advances) as of a Settlement Date, then Agent shall, by no later than 2:00 p.m. (Chicago time) on the Settlement Date, transfer in immediately available funds to a Deposit Account of such Lender (as such Lender may designate), an amount such that each such Lender shall, upon receipt of such amount, have as of the Settlement Date, its Pro Rata Share of the Advances (including Swing Loans, Overadvances and Protective Advances), and (z) if the amount of the Advances (including Swing Loans, Overadvances, and Protective Advances) made by a Lender with a Revolver Commitment is less than such Lender’s Pro Rata Share of the Advances (including Swing Loans, Overadvances, and Protective Advances) as of a Settlement Date, such Lender shall no later than 2:00 p.m. (Chicago time) on the Settlement Date transfer in immediately available funds to Agent’s Account, an amount such that each such Lender shall, upon transfer of such amount, have as of the Settlement Date, its Pro Rata Share of the Advances (including Swing Loans, Overadvances, and Protective Advances). Such amounts made available to Agent under clause (z) of the immediately preceding sentence shall be applied against the amounts of the applicable Swing Loans, Overadvances, or Protective Advances and, together with the portion of such Swing Loans, Overadvances, or Protective Advances representing Swing Lender’s Pro Rata Share thereof, shall constitute Advances of such Lenders. If any such amount is not made available to Agent by any Lender with a Revolver Commitment on the Settlement Date applicable thereto to the extent required by the terms hereof, Agent shall be entitled to recover for its account such amount on demand from such Lender together with interest thereon at the Defaulting Lender Rate.

(ii)    In determining whether a Lender’s balance of the Advances, Swing Loans, Overadvances, and Protective Advances is less than, equal to, or greater than such Lender’s Pro Rata Share of the Advances, Swing Loans, Overadvances, and Protective Advances as of a Settlement Date, Agent shall, as part of the relevant Settlement, apply to such balance the portion of payments actually received in good funds by Agent with respect to principal, interest, fees payable by Borrowers and allocable to the applicable Lenders hereunder, and proceeds of Collateral.

(iii)    Between Settlement Dates, Agent, to the extent Protective Advances, Overadvances, or Swing Loans are outstanding, may pay over to Agent or Swing Lender, as applicable, any Collections or payments received by Agent, that in accordance with the terms of this Agreement would be applied to the reduction of the Advances, for application to the Protective Advances, Overadvances, or Swing Loans. Between Settlement Dates, Agent, to the extent no Protective Advances, Overadvances, or Swing Loans are outstanding, may pay over to Swing Lender any Collections or payments

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received by Agent, that in accordance with the terms of this Agreement would be applied to the reduction of the Advances, for application to Swing Lender’s Pro Rata Share of the Advances. If, as of any Settlement Date, Collections or payments of Borrowers or their Subsidiaries received since the then immediately preceding Settlement Date have been applied to Swing Lender’s Pro Rata Share of the Advances other than to Swing Loans, as provided for in the previous sentence, Swing Lender shall pay to Agent for the accounts of the Lenders with a Revolver Commitment, and Agent shall pay to the Lenders with a Revolver Commitment (other than a Defaulting Lender if Agent has implemented the provisions of Section 2.3(g)), to be applied to the outstanding Advances of such Lenders, an amount such that each such Lender shall, upon receipt of such amount, have, as of such Settlement Date, its Pro Rata Share of the Advances. During the period between Settlement Dates, Swing Lender with respect to Swing Loans, Agent with respect to Protective Advances and Overadvances, and each Lender with a Revolver Commitment with respect to the Advances other than Swing Loans, Overadvances, and Protective Advances, shall be entitled to interest at the applicable rate or rates payable under this Agreement on the daily amount of funds employed by Swing Lender, Agent, or the Lenders with a Revolver Commitment, as applicable.

(iv)    Anything in this Section 2.3(e) to the contrary notwithstanding, in the event that a Lender is a Defaulting Lender, Agent shall be entitled to refrain from remitting settlement amounts to the Defaulting Lender and, instead, shall be entitled to elect to implement the provisions set forth in Section 2.3(g).

(f)    Notation. Agent, as a non-fiduciary agent for Borrowers, shall maintain a register showing the principal amount of the Advances (and portion of the Term Loan, as applicable) owing to each Lender, including the Swing Loans owing to Swing Lender, and Protective Advances and Overadvances owing to Agent, and the interests therein of each Lender, from time to time and such register shall, absent manifest error, conclusively be presumed to be correct and accurate.

(g)     Defaulting Lenders. Agent shall not be obligated to transfer to a Defaulting Lender any payments made by any Borrower to Agent for the Defaulting Lender’s benefit or any Collections or proceeds of Collateral that would otherwise be remitted hereunder to the Defaulting Lender, and, in the absence of such transfer to the Defaulting Lender, Agent shall transfer any such payments (A) first, to Swing Lender to the extent of any Swing Loans that were made by Swing Lender and that were required to be, but were not, paid by the Defaulting Lender, (B) second, to the Issuing Lender, to the extent of the portion of a Letter of Credit Disbursement that was required to be, but was not, paid by the Defaulting Lender, (C) third, to each non-Defaulting Lender ratably in accordance with their Commitments (but, in each case, only to the extent that such Defaulting Lender’s portion of an Advance (or other funding obligation) was funded by such other non-Defaulting Lender), (D) to a suspense account maintained by Agent, the proceeds of which shall be retained by Agent and may be made available to be re-advanced to or for the benefit of Borrowers as if such Defaulting Lender had made its portion of Advances (or other funding obligations) hereunder, and (E) from and after the date on which all other Obligations have been paid in full (other than indemnities and other contingent Obligations not then due and payable), to such Defaulting Lender in accordance with tier (N) of Section 2.4(b)(ii). Subject to the foregoing, Agent may hold and, in its discretion, re-lend to Borrowers for the account of such Defaulting Lender the amount of all such payments received and retained by Agent for the account of such Defaulting Lender. Solely for the purposes of voting or consenting

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to matters with respect to this Agreement and the other Loan Documents (including the calculation of Pro Rata Share in connection therewith) and for the purpose of calculating the fee payable under Section 2.10(b), such Defaulting Lender shall be deemed not to be a “Lender” and such Lender’s Commitment shall be deemed to be zero; provided, however, that the foregoing shall not apply to any of the matters governed by Section 14.1(a)(i) through (iii). The provisions of this Section 2.3(g) shall remain effective with respect to such Defaulting Lender until the earlier of (y) the date on which all of the non-Defaulting Lenders, Agent, Issuing Lender, and Borrowers shall have waived, in writing, the application of this Section 2.3(g) to such Defaulting Lender, or (z) the date on which such Defaulting Lender makes payment of all amounts that it was obligated to fund hereunder, pays to Agent all amounts owing by Defaulting Lender in respect of the amounts that it was obligated to fund hereunder, and, if requested by Agent, provides adequate assurance of its ability to perform its future obligations hereunder. The operation of this Section 2.3(g) shall not be construed to increase or otherwise affect the Commitment of any Lender, to relieve or excuse the performance by such Defaulting Lender or any other Lender of its duties and obligations hereunder, or to relieve or excuse the performance by Borrowers of their duties and obligations hereunder to Agent, Issuing Lender, or to the Lenders other than such Defaulting Lender. Any failure by a Defaulting Lender to fund amounts that it was obligated to fund hereunder shall constitute a material breach by such Defaulting Lender of this Agreement and shall entitle Borrowers, at their option, upon written notice to Agent, to arrange for a substitute Lender to assume the Commitment of such Defaulting Lender, such substitute Lender to be reasonably acceptable to Agent. In connection with the arrangement of such a substitute Lender, the Defaulting Lender shall have no right to refuse to be replaced hereunder, and agrees to execute and deliver a completed form of Assignment and Acceptance in favor of the substitute Lender (and agrees that it shall be deemed to have executed and delivered such document if it fails to do so) subject only to being paid its share of the outstanding Obligations (other than Bank Product Obligations, but including (1) all interest, fees, and other amounts that may be due and payable in respect thereof, and (2) an assumption of its Pro Rata Share of its participation in the Letters of Credit); provided, however, that any such assumption of the Commitment of such Defaulting Lender shall not be deemed to constitute a waiver of any of the Lender Groups’ or any Borrower’s rights or remedies against any such Defaulting Lender arising out of or in relation to such failure to fund. In the event of a direct conflict between the priority provisions of this Section 2.3(g) and any other provision contained in this Agreement or any other Loan Document, it is the intention of the parties hereto that such provisions be read together and construed, to the fullest extent possible, to be in concert with each other. In the event of any actual, irreconcilable conflict that cannot be resolved as aforesaid, the terms and provisions of this Section 2.3(g) shall control and govern to the extent of such conflict.

(h)    Independent Obligations. All Advances (other than Swing Loans, Overadvances, and Protective Advances) shall be made by the Lenders with a Revolver Commitment contemporaneously and in accordance with their Pro Rata Shares. It is understood that (i) no Lender shall be responsible for any failure by any other Lender to perform its obligation to make any Advance (or other extension of credit) hereunder, nor shall any Commitment of any Lender be increased or decreased as a result of any failure by any other Lender to perform its obligations hereunder, and (ii) no failure by any Lender to perform its obligations hereunder shall excuse any other Lender from its obligations hereunder.

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2.4        Payments; Reductions of Commitments; Prepayments; Increase in Maximum Revolver Amount.

(a)        Payments by Borrowers.

(i)    Except as otherwise expressly provided herein, all payments by any Borrower shall be made to Agent’s Account for the account of the Lender Group and shall be made in immediately available funds, no later than 1:00 p.m. (Chicago time) on the date specified herein. Any payment received by Agent in immediately available funds in Agent’s Account later than 1:00 p.m. (Chicago time) shall be deemed to have been received (unless Agent, in its sole discretion elects to credit it on the date received) on the following Business Day and any applicable interest or fee shall continue to accrue until such following Business Day.

(ii)    Unless Agent receives notice from Administrative Borrower prior to the date on which any payment is due to the Lenders that Borrowers will not make such payment in full as and when required, Agent may assume that Borrowers have made (or will make) such payment in full to Agent on such date in immediately available funds and Agent may (but shall not be so required), in reliance upon such assumption, distribute to each Lender on such due date an amount equal to the amount then due such Lender. If and to the extent Borrowers do not make such payment in full to Agent on the date when due, each Lender severally shall repay to Agent on demand such amount distributed to such Lender, together with interest thereon at the Defaulting Lender Rate for each day from the date such amount is distributed to such Lender until the date repaid.

(b)        Apportionment and Application.

(i)    So long as no Application Event has occurred and is continuing and except as otherwise provided herein with respect to Defaulting Lenders, all principal and interest payments received by Agent shall be apportioned ratably among the Lenders (according to the unpaid principal balance of the Obligations to which such payments relate held by each Lender) and all payments of fees and expenses received by Agent (other than fees or expenses that are for Agent’s separate account or for the separate account of the Issuing Lender) shall be apportioned ratably among the Lenders having a Pro Rata Share of the type of Commitment or Obligation to which a particular fee or expense relates. All payments to be made hereunder by Borrowers shall be remitted to Agent and all (subject to Section 2.4(b)(iv) and Section 2.4(e)) such payments, and all proceeds of Collateral received by Agent, shall be applied, so long as no Application Event has occurred and is continuing, to reduce the balance of the Advances outstanding and, thereafter, to Borrowers (to be wired to the Designated Account) or such other Person entitled thereto under Applicable Law.

(ii)    At any time that an Application Event has occurred and is continuing and except as otherwise provided herein with respect to Defaulting Lenders, all payments remitted to Agent and all proceeds of Collateral received by Agent shall be applied as follows:

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(1)    first, to pay any Lender Group Expenses (including cost or expense reimbursements) or indemnities then due to Agent under the Loan Documents, until paid in full;

(2)     second, to pay any fees or premiums then due to Agent under the Loan Documents until paid in full;

(3)    third, to pay interest due in respect of all Protective Advances (other than Excess Protective Advances) until paid in full;

(4)    fourth, to pay the principal of all Protective Advances (other than Excess Protective Advances) until paid in full;

(5)    fifth, ratably, to pay any Lender Group Expenses (including cost or expense reimbursements) or indemnities then due to any of the Lenders under the Loan Documents, until paid in full;

(6)    sixth, ratably, to pay any fees or premiums then due to any of the Lenders under the Loan Documents until paid in full;

(7)    seventh, to pay interest accrued in respect of the Swing Loans until paid in full;

(8)    eighth, to pay the principal of all Swing Loans until paid in full;

(9)    ninth, ratably, to pay interest accrued in respect of the Advances (other than Protective Advances) and the Term Loan until paid in full;

(10)    tenth, ratably (i) to pay the principal of all Advances (other than Protective Advances) until paid in full, (ii) to Agent, to be held by Agent, for the benefit of Issuing Lender (and for the ratable benefit of each of the Lenders that have an obligation to pay to Agent, for the account of the Issuing Lender, a share of each Letter of Credit Disbursement), as cash collateral in an amount up to 105% of the Letter of Credit Usage (to the extent permitted by Applicable Law, such cash collateral shall be applied to the reimbursement of any Letter of Credit Disbursement as and when such disbursement occurs and, if a Letter of Credit expires undrawn, the cash collateral held by Agent in respect of such Letter of Credit shall, to the extent permitted by Applicable Law, be reapplied pursuant to this Section 2.4(b)(ii), beginning with tier (A) hereof), (iii) ratably, to the Bank Product Providers based upon amounts then certified by the applicable Bank Product Provider to Agent (in form and substance reasonably satisfactory to Agent) to be due and payable to such Bank Product Providers on account of Bank Product Priority Obligations, and (iv) to pay the outstanding principal balance of the Term Loan until the Term Loan is paid in full;

(11)    eleventh, to pay interest due in respect of all Excess Protective Advances until paid in full;

(12)    twelfth, to pay the principal of all Excess Protective Advances until paid in full;

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(13)    thirteenth, ratably to pay any other Obligations (including, without limitation, any remaining Bank Product Obligations) other than Obligations owed to Defaulting Lenders;

(14)    fourteenth, ratably to pay any Obligations owed to Defaulting Lenders; and

(15)    fifteenth, to Borrowers (to be wired to the Designated Account) or such other Person entitled thereto under Applicable Law.

(iii)    Agent promptly shall distribute to each Lender, pursuant to the applicable wire instructions received from each Lender in writing, such funds as it may be entitled to receive, subject to a Settlement delay as provided in Section 2.3(e).

(iv)    In each instance, so long as no Application Event has occurred and is continuing, Section 2.4(b)(i) shall not apply to any payment made by any Borrower to Agent and specified by such Borrower to be for the payment of specific Obligations then due and payable (or prepayable) under any provision of this Agreement or any other Loan Document.

(v)    For purposes of Section 2.4(b)(ii), “paid in full” of a type of Obligation means payment in cash or immediately available funds of all amounts owing on account of such type of Obligation, including interest accrued after the commencement of any Insolvency Proceeding, default interest, interest on interest, and expense reimbursements, irrespective of whether any of the foregoing would be or is allowed or disallowed in whole or in part in any Insolvency Proceeding.

(vi)    In the event of a direct conflict between the priority provisions of this Section 2.4 and any other provision contained in this Agreement or any other Loan Document, it is the intention of the parties hereto that such provisions be read together and construed, to the fullest extent possible, to be in concert with each other. In the event of any actual, irreconcilable conflict that cannot be resolved as aforesaid, if the conflict relates to the provisions of Section 2.3(g) and this Section 2.4, then the provisions of Section 2.3(g) shall control and govern, and if otherwise, then the terms and provisions of this Section 2.4 shall control and govern to the extent of such conflict.

(c)        Reduction of Commitments.

(i)    Revolver Commitments. The Revolver Commitments shall terminate on the Maturity Date. Borrowers may reduce the Revolver Commitments, without premium or penalty, to an amount not less than the greater of (x) $100,000,000 and (y) the sum of (i) the Revolver Usage as of such date, plus (ii) the principal amount of all Advances not yet made as to which a request has been given by Borrowers under Section 2.3(a), plus (iii) the amount of all Letters of Credit not yet issued as to which a request has been given by Borrowers pursuant to Section 2.11(a). Each such reduction shall be in an amount which is not less than $5,000,000 (unless the Revolver Commitments are being reduced to

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$100,000,000 and the amount of the Revolver Commitments in effect immediately prior to such reduction are less than $105,000,000), shall be made by providing not less than ten (10) Business Days’ prior written notice to Agent (or such shorter period as is acceptable to Agent in its discretion) and shall be irrevocable provided that such reduction may be subject to a condition consisting of the closing and availability of funds under any financing facility or securities issuable. Once reduced, the Revolver Commitments may not be increased, except in accordance with Section 2.4(g). Unless otherwise agreed in writing among Borrowers, Agent and each Lender directly affected thereby, each such reduction of the Revolver Commitments shall reduce the Revolver Commitments of each Lender proportionately in accordance with its ratable share thereof.

(ii)    Term Loan Commitments. The Term Loan Commitments shall terminate upon the making of the Term Loan.

(d)        Optional Prepayment.

(i)    Advances. Borrowers may prepay the principal of any Advance at any time in whole or in part, without premium or penalty.

(ii)    Term Loan. Borrowers may, upon at least five (5) Business Days’ prior written notice to Agent (or such shorter period as is acceptable to Agent and to the Term Loan Sub-Agent in their respective discretion), prepay the principal of the Term Loan, in whole or in part. Each prepayment made pursuant to this Section 2.4(d)(ii) shall be accompanied by the payment of accrued interest to the date of such payment on the amount prepaid. Each such prepayment shall be applied against the outstanding balance of principal due on the Term Loan.

(e)    Mandatory Prepayments. If, at any time, (i) the Revolver Usage on such date exceeds (ii) the Borrowing Base (such excess being referred to as the “Borrowing Base Excess Amount”), then Borrowers shall immediately prepay the Obligations in accordance with Section 2.4(f) in an aggregate amount equal to the Borrowing Base Excess Amount.

(f)    Application of Payments. Each prepayment pursuant to Section 2.4(e) shall, (i) so long as no Application Event shall have occurred and be continuing, be applied, first, to the outstanding principal amount of the Advances until paid in full, second, to cash collateralize the Letters of Credit in an amount equal to 105% of the then extant Letter of Credit Usage, and third, to the outstanding principal amount of the Term Loan until paid in full, and (ii) if an Application Event shall have occurred and be continuing, be applied in the manner set forth in Section 2.4(b)(ii). Each such prepayment of the Term Loan shall be applied against the outstanding balance of principal due on the Term Loan.

(g)    Increase in Maximum Revolver Amount.

(i)    Notwithstanding any increase in the Maximum Revolver Amount consummated prior to the Sixth Amendment Effective Date, including pursuant to that certain Joinder and Revolver Increase Agreement Regarding Amended and Restated Credit Agreement dated as of June 30, 2016 among Zions

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Bancorporation, N.A. (successor to ZB, N.A.) DBA Zions First National Bank, Agent, Boise Cascade and the Subsidiaries of Boise Cascade identified as Borrowers on the signature pages thereof, and provided there exists no Default, upon notice to Agent (which shall promptly notify the Revolving Lenders), Borrowers may from time to time, on up to three occasions, request an increase in the Maximum Revolver Amount by an amount (for all such requests) not exceeding $50,000,000; provided that any such request for an increase shall be in a minimum amount of $10,000,000. At the time of sending such notice, Administrative Borrower (in consultation with Agent) shall specify the time period within which each Revolving Lender is requested to respond (which shall in no event be less than ten Business Days from the date of delivery of such notice to the Revolving Lenders).

(ii)    Each Revolving Lender shall have the right, but shall be under no obligation, to participate in any requested increase in the Maximum Revolver Amount under this Section 2.4(g). Each Revolving Lender shall notify Agent within the time period specified in accordance with Section 2.4(g)(i) whether or not it agrees to increase its Revolver Commitment and, if so, whether by an amount equal to, greater than, or less than its Pro Rata Share of such requested increase. Any Revolving Lender not responding within such time period shall be deemed to have declined to increase its Revolver Commitment.

(iii)    Agent shall notify Borrowers and each Revolving Lender of the Revolving Lenders’ responses to each request made hereunder. To achieve the full amount of a requested increase, and subject to the approval of Agent, Issuing Lender, and Swing Lender (which approvals shall not be unreasonably withheld), Borrowers may also invite additional Eligible Transferees to become Lenders pursuant to a joinder agreement in form and substance reasonably satisfactory to Agent.

(iv)    If the Maximum Revolver Amount is increased in accordance with this Section 2.4(g), Agent and Borrowers shall determine the effective date (the “Revolver Increase Effective Date”) and the final allocation of such increase. Agent shall promptly notify Borrowers and Revolving Lenders of the final allocation of such increase and the Revolver Increase Effective Date. Upon the satisfaction of the conditions precedent set forth in Section 2.4(g)(v) on the proposed Revolver Increase Effective Date and, with respect to any new Revolving Lenders participating in the proposed increase, delivery to Agent of a joinder agreement in form and substance reasonably satisfactory to Agent and payment to Agent for Agent’s separate account a processing fee in the amount of $3,500 (unless otherwise agreed by Agent in its discretion), the Maximum Revolver Amount shall be so increased (without any need, for the avoidance of doubt, to meet the requirements of Section 14.1 of this Agreement).

(v)    As a condition precedent to any such increase set forth in this Section 2.4(g), Borrowers shall deliver to Agent a certificate of each Loan Party dated as of the Revolver Increase Effective Date signed by the Secretary of such Loan Party (A) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (B) in the case of Borrowers,

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certifying that, before and after giving effect to such increase, as of the date of such certificate (1) the representations and warranties contained in Section 4 and the other Loan Documents are true and correct in all material respects on and as of the Revolver Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.4(g)(v), the representations and warranties contained in Section 4.18 relating to financial statements shall be deemed to refer to the most recent annual, quarterly, and, if applicable, monthly financial statements furnished pursuant to Section 5.1, and (2) no Default exists. Borrowers shall prepay any Advances outstanding on the Revolver Increase Effective Date to the extent necessary to keep the outstanding Advances ratable with any revised change in the Pro Rata Shares of the Revolving Lenders arising from any non-ratable increase in the Revolver Commitments under this Section 2.4(g).

(vi)    This Section shall supersede any provisions in Section 13.2, 14.1, or Section 15.12(b) to the contrary.

2.5        Overadvances. If, at any time or for any reason, the amount of Obligations owed by Borrowers to the Lender Group pursuant to Section 2.1 or Section 2.11 is greater than any of the limitations set forth in Section 2.1 or Section 2.11, as applicable (an “Overadvance”), Borrowers shall upon demand pay to Agent, in cash, the amount of such excess, which amount shall be used by Agent to reduce the Obligations in accordance with the priorities set forth in Section 2.4(b); provided, however, that in the case of an Overadvance that is caused solely as a result of the charging by Agent of Lender Group Expenses to the Loan Account, Borrowers shall have 3 Business Days from the date of the initial occurrence of such Overadvance to pay to Agent, in cash, the amount of such excess (which period of 3 Business Days shall in no event be duplicative of the 3 Business Days period referenced in Section 8.1(a)). Borrowers promise to pay the Obligations other than in respect of the Term Loan (including principal, interest, fees, costs, and expenses) in full on the Maturity Date or, if earlier, on the date on which the Obligations (other than in respect of the Term Loan and other than the Bank Product Obligations) become due and payable pursuant to the terms of this Agreement. Borrowers promise to pay the Obligations in respect of the Term Loan (including principal, interest, fees, costs, and expenses) in full on the Term Loan Maturity Date or, if earlier, on the date on which the Obligations in respect of the Term Loan become due and payable pursuant to the terms of this Agreement.

2.6        Interest Rates and Letter of Credit Fee: Rates, Payments, and Calculations.

(a)     Interest Rates. Except as provided in Section 2.6(c), all Obligations which are due and owing under the Loan Documents (except for undrawn Letters of Credit) that have been charged to the Loan Account pursuant to the terms hereof shall bear interest on the Daily Balance thereof as follows:

(i)    if the relevant Obligation is a LIBOR Rate Loan, at a per annum rate equal to the LIBOR Rate plus the LIBOR Rate Margin, and

(ii)    otherwise, at a per annum rate equal to the Base Rate plus the Base Rate Margin.

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(b)     Letter of Credit Fee. Borrowers shall pay Agent (for the ratable benefit of the Lenders with a Revolver Commitment), a Letter of Credit fee (the “Letter of Credit Fee”) (in addition to the charges, commissions, fees, and costs set forth in Section 2.11(k)) which shall accrue at a per annum rate equal to the LIBOR Rate Margin times the Daily Balance of the undrawn amount of all outstanding Letters of Credit.

(c )     Default Rate. Upon the occurrence and during the continuation of an Event of Default at the election of the Required Lenders,

(i)    all Obligations which are due and owing under the Loan Documents (except for undrawn Letters of Credit) that have been charged to the Loan Account pursuant to the terms hereof shall bear interest on the Daily Balance thereof at a per annum rate equal to 2 percentage points above the per annum rate otherwise applicable thereunder, and

(ii)    the Letter of Credit Fee shall be increased to 2 percentage points above the per annum rate otherwise applicable hereunder.

(d)    Payment. Except to the extent provided to the contrary in Section 2.10 or in any other term or condition of any Loan Document or Bank Product Agreement, (i) all interest and all other fees payable hereunder or under any of the other Loan Documents (other than Letter of Credit Fees), all costs and expenses then due and payable hereunder or under any of the other Loan Documents, and all Lender Group Expenses shall be due and payable, in arrears, on the first day of each month at any time that Obligations (other than indemnities and other contingent Obligations not then due and payable) or Commitments are outstanding and (ii) all Letter of Credit Fees payable hereunder, and all fronting fees and all commissions, other fees, charges and expenses provided for in Section 2.11(k) shall be due and payable, in arrears, on the first Business Day of each quarter; provided, that, in the case of any portion of the outstanding Term Loan that is a LIBOR Rate Loan, all interest thereon payable hereunder shall be due and payable, in arrears, on the last day of the Interest Period applicable thereto. Each Borrower hereby authorizes Agent, from time to time without prior notice to such Borrower, to charge all interest, Letter of Credit Fees, and all other fees payable hereunder or under any of the other Loan Documents (in each case, as and when due and payable), all costs and expenses payable hereunder or under any of the other Loan Documents (in each case, as and when accrued or incurred), and all Lender Group Expenses (as and when accrued or incurred), all charges, commissions, fees, and costs provided for in Section 2.11(k) (as and when accrued or incurred), all fees and costs provided for in Section 2.10 (as and when accrued or incurred), and all other payment obligations as and when due and payable under any Loan Document or any Bank Product Agreement (including any amounts due and payable to the Bank Product Providers in respect of Bank Products for which the Bank Product Provider has requested that Agent charge to the Loan Account) to the Loan Account, which amounts thereafter shall constitute Advances hereunder and, initially, shall accrue interest at the rate then applicable to Advances that are Base Rate Loans. Any interest, fees, costs, expenses, Lender Group Expenses, or other amounts payable hereunder or under any other Loan Document or under any Bank Product Agreement for which the Bank Product Provider has requested that Agent charge to the Loan Account that are charged to the Loan Account shall thereupon constitute Advances hereunder and shall initially accrue interest at the rate then applicable to Advances that are Base Rate Loans (unless and until converted into LIBOR Rate Loans in accordance with the terms of this Agreement).

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(e)    Computation. All interest and fees chargeable under the Loan Documents shall be computed on the basis of a 360-day year, in each case, for the actual number of days elapsed in the period during which the interest or fees accrue. In the event the Base Rate is changed from time to time hereafter, the rates of interest hereunder based upon the Base Rate automatically and immediately shall be increased or decreased by an amount equal to such change in the Base Rate.

(f)    Intent to Limit Charges to Maximum Lawful Rate. In no event shall the interest rate or rates payable under this Agreement, plus any other amounts paid in connection herewith, exceed the highest rate permissible under any law that a court of competent jurisdiction shall, in a final determination, deem applicable. Each Borrower and the Lender Group, in executing and delivering this Agreement, intend legally to agree upon the rate or rates of interest and manner of payment stated within it; provided, however, that, anything contained herein to the contrary notwithstanding, if such rate or rates of interest or manner of payment exceeds the maximum allowable under Applicable Law, then, ipso facto, as of the date of this Agreement, Borrowers are and shall be liable only for the payment of such maximum amount as is allowed by law, and payment received from Borrowers in excess of such legal maximum, whenever received, shall be applied to reduce the principal balance of the Obligations to the extent of such excess.

2.7         Crediting Payments.

(a)    The receipt of any payment item by Agent shall not be considered a payment on account unless such payment item is a wire transfer of immediately available federal funds made to Agent’s Account or unless and until such payment item is honored when presented for payment. Should any payment item not be honored when presented for payment, then Borrowers shall be deemed not to have made such payment and interest shall be calculated accordingly. Anything to the contrary contained herein notwithstanding, any payment item shall be deemed received by Agent only if it is received into Agent’s Account on a Business Day on or before 1:00 p.m. (Chicago time). If any payment item is received into Agent’s Account on a non-Business Day or after 1:00 p.m. (Chicago time) on a Business Day, it shall be deemed to have been received by Agent as of the opening of business on the immediately following Business Day.

(b)    [Intentionally Omitted].

2.8        Designated Account. Agent is authorized to make the Advances and the Term Loan, and Issuing Lender is authorized to issue the Letters of Credit, under this Agreement based upon telephonic or other instructions received from anyone purporting to be an Authorized Person or, without instructions, if pursuant to Section 2.6(d). Borrowers agree to establish and maintain the Designated Account with the Designated Account Bank for the purpose of receiving the proceeds of the Advances requested by Borrowers and made by Agent or the Lenders hereunder. Unless otherwise agreed by Agent and Borrowers, any Advance or Swing Loan requested by Borrowers and made by Agent or the Lenders hereunder shall be made to the Designated Account.

2.9        Maintenance of Loan Account; Statements of Obligations. Agent shall maintain an account on its books in the name of Borrowers (the “Loan Account”) on which Borrowers will be charged with the Term Loan, all Advances (including Protective Advances and Swing Loans) made by Agent, Swing Lender, or the Lenders to Borrowers or for any Borrower’s account, the Letters of Credit issued or arranged by Issuing Lender for any Borrower’s account, and with all other payment Obligations, in each case hereunder or under the other Loan Documents, including, accrued interest, fees and expenses, and Lender Group Expenses. In accordance with Section 2.7, the Loan Account will be credited with all

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payments received by Agent from Borrowers or for any Borrower’s account. Agent shall render monthly statements regarding the Loan Account to Borrowers, including principal, interest, fees, and including an itemization of all charges and expenses constituting Lender Group Expenses owing, and such statements, absent manifest error, shall be conclusively presumed to be correct and accurate and constitute an account stated between Borrowers and the Lender Group unless, within 30 days after receipt thereof by Borrowers, Borrowers shall deliver to Agent written objection thereto describing the error or errors contained in any such statements.

2.10    Fees. Borrowers shall pay to Agent (or, in the case of clause (d) below, directly to the Term Loan Sub-Agent),

(a)    for the account of Agent, as and when due and payable under the terms of the Fee Letter in favor of Agent, the fees set forth in such Fee Letter.

(b)    for the ratable account of those Lenders with Revolver Commitments, on the first day of each month from and after the Original Closing Date up to the first day of the month prior to the Payoff Date and on the Payoff Date, an unused line fee in an amount equal to the applicable Unused Line Fee Rate times the result of (i) the aggregate amount of the Revolver Commitments, less (ii) the average Daily Balance of the Revolver Usage during the immediately preceding month (or pro-rated portion thereof).

(c)    audit, appraisal, and valuation fees and charges, as and when incurred or chargeable, as follows (i) a fee of $1,000 per day, per auditor, plus out-of-pocket expenses for each financial audit of Borrowers performed by personnel employed by Agent, (ii) if implemented, a fee of $1,000 per day, per applicable individual, plus out of pocket expenses for the establishment of electronic collateral reporting systems (not to exceed $10,000 in the aggregate), and (iii) the actual out-of-pocket charges paid or incurred by Agent if it elects to employ the services of one or more third Persons to perform financial audits of Borrowers or their Subsidiaries, to establish electronic collateral reporting systems, to appraise the Collateral, or any portion thereof, or to assess Borrowers’ or their Subsidiaries’ business valuation; provided, however, that so long as no Event of Default shall have occurred and be continuing, Borrowers shall not be obligated to reimburse Agent (x) with respect to audits, for more than 1 audit during any calendar year, provided that if, as of any date of determination, Average Excess Availability (for the most recently ended four fiscal quarters) exceeds $200,000,000, Agent may (in its sole discretion) waive such one-time reimbursement obligation of Borrowers for such calendar year; and (y) with respect to appraisals of the Collateral, for more than 1 appraisal of each type of Collateral during any calendar year, provided that if, as of any date of determination, Average Excess Availability (for the most recently ended four fiscal quarters) exceeds $200,000,000, Agent may (in its sole discretion) waive each such one-time reimbursement obligation of Borrowers for such calendar year; provided, further, that, for the avoidance of doubt, Borrowers acknowledge and agree that Agent (or its designee(s)) will conduct not less than 1 such audit and not less than 1 such appraisal of each type of Collateral following the Sixth Amendment Effective Date and prior to January 1, 2021 in respect of each of which Borrowers shall reimburse Agent to the extent required pursuant to the terms of this Section 2.10(c).

(d)    for the account of the Term Loan Sub-Agent, as and when due and payable under the terms of the Term Loan Sub-Agent Fee Letter, the fees set forth in such Fee Letter.

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2.11    Letters of Credit.

(a)    Subject to the terms and conditions of this Agreement, upon the request of Borrowers made in accordance herewith, and prior to the Maturity Date, Issuing Lender agrees to issue, or to cause an Underlying Issuer (including, as Issuing Lender’s agent) to issue, a requested standby Letter of Credit or a sight commercial Letter of Credit for the account of Borrowers. If Issuing Lender, at its option (and, if other than WFCF, with Borrowers’ consent), elects to cause an Underlying Issuer to issue a requested Letter of Credit, then Issuing Lender agrees that it will enter into arrangements relative to the reimbursement of such Underlying Issuer (which may include, among, other means, by becoming an applicant with respect to such Letter of Credit or entering into undertakings which provide for reimbursements of such Underlying Issuer with respect to such Letter of Credit; each such obligation or undertaking, irrespective of whether in writing, a “Reimbursement Undertaking”) with respect to Letters of Credit issued by such Underlying Issuer. By submitting a request to Issuing Lender for the issuance of a Letter of Credit, Borrowers shall be deemed to have requested that Issuing Lender issue or that an Underlying Issuer issue the requested Letter of Credit and to have requested Issuing Lender to issue a Reimbursement Undertaking with respect to such requested Letter of Credit if it is to be issued by an Underlying Issuer (it being expressly acknowledged and agreed by each Borrower that Borrowers are and shall be deemed to be applicants (within the meaning of Section 5-102(a)(2) of the Code) with respect to each Underlying Letter of Credit). Each request for the issuance of a Letter of Credit, or the amendment or extension of any outstanding Letter of Credit, shall be (i) irrevocable and made in writing by an Authorized Person, (ii) delivered to Agent and Issuing Lender via telefacsimile or other electronic method of transmission reasonably acceptable to Agent and Issuing Lender and reasonably in advance of the requested date of issuance, amendment, or extension, and (iii) subject to Issuing Lender’s authentication procedures with results satisfactory to Issuing Lender. Each such request shall be in form and substance reasonably satisfactory to Agent and Issuing Lender and (i) shall specify (A) the amount of such Letter of Credit, (B) the date of issuance, amendment, or extension of such Letter of Credit, (C) the proposed expiration date of such Letter of Credit, (D) the name and address of the beneficiary of the Letter of Credit, and (E) such other information (including, the conditions to drawing, and, in the case of an amendment or extension, identification of the Letter of Credit to be so amended or extended) as shall be necessary to prepare, amend, or extend such Letter of Credit, and (ii) shall be accompanied by such Issuer Documents as Agent, Issuing Lender or Underlying Issuer may request or require, to the extent that such requests or requirements are consistent with the Issuer Documents that Issuing Lender or Underlying Issuer, as applicable, generally requests for Letters of Credit in similar circumstances. Issuing Lender’s records of the content of any such request will be conclusive. Anything contained herein to the contrary notwithstanding, Issuing Lender may, but shall not be obligated to, issue a Letter of Credit or cause the issuance of a Letter of Credit or issue a Reimbursement Undertaking in respect of an Underlying Letter of Credit, in either case, that supports the obligations of Borrowers in respect of (x) a lease of real property, or (y) an employment contract.

(b)    Issuing Lender shall have no obligation to issue, or cause to be issued, a Letter of Credit or a Reimbursement Undertaking in respect of an Underlying Letter of Credit, in either case, if any of the following would result after giving effect to the requested issuance:

(i)    the Letter of Credit Usage would exceed the Borrowing Base at such time less the outstanding principal balance of Advances (inclusive of Swing Loans) at such time, or

(ii)    the Letter of Credit Usage would exceed $75,000,000, or

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(iii)        the Letter of Credit Usage would exceed the Maximum Revolver Amount less the outstanding amount of Advances (including Swing Loans).

(c)    In the event there is a Defaulting Lender as of the date of any request for the issuance of a Letter of Credit, Issuing Lender shall not be required to issue or cause the issuance of such Letter of Credit to the extent (i) the Defaulting Lender’s Letter of Credit Exposure with respect to such Letter of Credit may not be reallocated pursuant to Section 2.3(g)(ii), or (ii) Issuing Lender has not otherwise entered into arrangements reasonably satisfactory to it and Borrowers to eliminate Issuing Lender’s risk with respect to the participation in such Letter of Credit of the Defaulting Lender, which arrangements may include Borrowers cash collateralizing such Defaulting Lender’s Letter of Credit Exposure in accordance with Section 2.3(g)(ii). Additionally, Issuing Lender shall have no obligation to issue or extend, or cause the issuance or extension of, a Letter of Credit if (A) any order, judgment, or decree of any Governmental Authority or arbitrator shall, by its terms, purport to enjoin or restrain Issuing Bank or Underlying Issuer from issuing such Letter of Credit, or any law applicable to Issuing Lender or Underlying Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over Issuing Lender or Underlying Issuer shall prohibit or request that Issuing Lender or Underlying Issuer refrain from the issuance of letters of credit generally or such Letter of Credit in particular, (B) the issuance of such Letter of Credit would violate one or more policies of Issuing Lender or Underlying Issuer applicable to letters of credit generally, or (C) if amounts demanded to be paid under any Letter of Credit will not or may not be in United States Dollars.

(d)    Any Issuing Lender (other than WFCF or any of its Affiliates) shall notify Agent in writing no later than the Business Day prior to the Business Day on which such Issuing Lender or an Underlying Issuer issues any Letter of Credit. In addition, each Issuing Lender (other than WFCF or any of its Affiliates) shall, on the first Business Day of each week, submit to Agent a report detailing the daily undrawn amount of each Letter of Credit issued by such Issuing Lender or any Underlying Issuer during the prior calendar week. Borrowers and the Lender Group hereby acknowledge and agree that all Existing Letters of Credit shall constitute Letters of Credit under this Agreement on and after the Original Closing Date with the same effect as if such Existing Letters of Credit were issued by Issuing Lender or an Underlying Issuer at the request of Borrowers on the Original Closing Date. Each Letter of Credit shall be in form and substance reasonably acceptable to Issuing Lender or Underlying Issuer, including the requirement that the amounts payable thereunder must be payable in Dollars. If Issuing Lender or an Underlying Issuer makes a payment under a Letter of Credit, Borrowers shall pay to Agent an amount equal to the applicable Letter of Credit Disbursement on the Business Day such Letter of Credit Disbursement is made and, in the absence of such payment, the amount of the Letter of Credit Disbursement immediately and automatically shall be deemed to be an Advance hereunder (notwithstanding any failure to satisfy any condition precedent set forth in Section 3) and, initially, shall bear interest at the rate then applicable to Advances that are Base Rate Loans. If a Letter of Credit Disbursement is deemed to be an Advance hereunder, Borrowers’ obligation to pay the amount of such Letter of Credit Disbursement to Issuing Lender shall be automatically converted into an obligation to pay the resulting Advance. Promptly following receipt by Agent of any payment from Borrowers pursuant to this paragraph, Agent shall distribute such payment to Issuing Lender or, to the extent that Revolving Lenders have made payments pursuant to Section 2.11(e) to reimburse Issuing Lender, then to such Revolving Lenders and Issuing Lender as their interests may appear.

(e)    Promptly following receipt of a notice of a Letter of Credit Disbursement pursuant to Section 2.11(d), each Revolving Lender agrees to fund its Pro Rata Share of any Advance deemed made pursuant to Section 2.11(d) on the same terms and conditions as if Borrowers had requested the amount thereof as an Advance and Agent shall promptly pay to Issuing Lender the amounts so

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received by it from the Revolving Lenders. By the issuance of a Letter of Credit or a Reimbursement Undertaking (or an amendment or extension of a Letter of Credit or a Reimbursement Undertaking) and without any further action on the part of Issuing Lender or the Revolving Lenders, Issuing Lender shall be deemed to have granted to each Revolving Lender, and each Revolving Lender shall be deemed to have purchased, a participation in each Letter of Credit issued by Issuing Lender and each Reimbursement Undertaking, in an amount equal to its Pro Rata Share of such Letter of Credit or Reimbursement Undertaking, and each such Revolving Lender agrees to pay to Agent, for the account of Issuing Lender, such Revolving Lender’s Pro Rata Share of any Letter of Credit Disbursement made by Issuing Lender or an Underlying Issuer under the applicable Letter of Credit. In consideration and in furtherance of the foregoing, each Revolving Lender hereby absolutely and unconditionally agrees to pay to Agent, for the account of Issuing Lender, such Revolving Lender’s Pro Rata Share of each Letter of Credit Disbursement made by Issuing Lender or an Underlying Issuer and not reimbursed by Borrowers on the date due as provided in Section 2.11(d), or of any reimbursement payment that is required to be refunded (or that Agent or Issuing Lender elects, based upon the advice of counsel, to refund) to Borrowers for any reason. Each Revolving Lender acknowledges and agrees that its obligation to deliver to Agent, for the account of Issuing Lender, an amount equal to its respective Pro Rata Share of each Letter of Credit Disbursement pursuant to this Section 2.11(e) shall be absolute and unconditional and such remittance shall be made notwithstanding the occurrence or continuation of an Event of Default or Default or the failure to satisfy any condition set forth in Section 3. If any such Revolving Lender fails to make available to Agent the amount of such Revolving Lender’s Pro Rata Share of a Letter of Credit Disbursement as provided in this Section, such Revolving Lender shall be deemed to be a Defaulting Lender and Agent (for the account of Issuing Lender) shall be entitled to recover such amount on demand from such Revolving Lender together with interest thereon at the Defaulting Lender Rate until paid in full.

(f)    Each Borrower agrees to indemnify, defend and hold harmless each member of the Lender Group (including Issuing Lender and each Underlying Issuer, and each of their respective branches, Affiliates, and correspondents) and each such Person’s respective directors, officers, employees, attorneys and agents (each, including Issuing Lender and each Underlying Issuer, a “Letter of Credit Related Person”) (to the fullest extent permitted by law) from and against any and all claims, demands, suits, actions, investigations, proceedings, loss, liabilities, fines, costs, penalties, and damages, and all reasonable fees and disbursements of attorneys, experts, or consultants and all other costs and expenses actually incurred in connection therewith or in connection with the enforcement of this indemnification (as and when they are incurred and irrespective of whether suit is brought), which may be incurred by or awarded against any Letter of Credit Related Person (other than Taxes, which shall be governed by Section 16) (the “Letter of Credit Indemnified Costs”), and which arise out of or in connection with, or as a result of this Agreement, any Letter of Credit, any Issuer Document, or any Drawing Document referred to in or related to any Letter of Credit, or any action or proceeding arising out of any of the foregoing (whether administrative, judicial or in connection with arbitration); in each case, including that resulting from the Letter of Credit Related Person’s own negligence; provided, that such indemnity shall not be available to any Letter of Credit Related Person claiming indemnification to the extent that such Letter of Credit Indemnified Costs may be finally determined in a final, non-appealable judgment of a court of competent jurisdiction to have resulted directly from the gross negligence or willful misconduct of the Letter of Credit Related Person claiming indemnity. Each Borrower agrees to be bound by any Underlying Issuer’s regulations and interpretations of any applicable Letter of Credit or by any Issuing Lender’s interpretations of any applicable Reimbursement Undertaking even though this interpretation may be different from such Borrower’s own, and each Borrower understands and agrees that no member of the Lender Group and no Underlying Issuer shall be liable for any error, negligence, or mistake, whether of omission or commission, in following any Borrower’s instructions or those contained in the Letter of Credit or any modifications, amendments, or supplements

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thereto. Each Borrower understands that the Reimbursement Undertakings may require the Issuing Lender to indemnify the Underlying Issuer for certain costs or liabilities arising out of claims by a Borrower against such Underlying Issuer, and each Borrower acknowledges that the same shall constitute Letter of Credit Indemnified Costs. This indemnification provision shall survive termination of this Agreement and all Letters of Credit.

(g)    The liability of Issuing Lender (or any other Letter of Credit Related Person) under, in connection with or arising out of any Letter of Credit or Reimbursement Undertaking (or pre-advice), regardless of the form or legal grounds of the action or proceeding, shall be limited to direct damages suffered by Borrowers that are caused directly by Issuing Lender’s or such other Letter of Credit Related Person’s gross negligence or willful misconduct in (i) honoring a presentation under a Letter of Credit that on its face does not at least substantially comply with the terms and conditions of such Letter of Credit, (ii) failing to honor a presentation under a Letter of Credit that strictly complies with the terms and conditions of such Letter of Credit, or (iii) retaining Drawing Documents presented under a Letter of Credit. Borrowers’ aggregate remedies against Issuing Lender and any Letter of Credit Related Person for wrongfully honoring a presentation under any Letter of Credit or wrongfully retaining honored Drawing Documents shall in no event exceed the aggregate amount paid by Borrowers to Issuing Lender in respect of the honored presentation in connection with such Letter of Credit under Section 2.11(d), plus interest at the rate then applicable to Base Rate Loans hereunder. Borrowers shall take action to avoid and mitigate the amount of any damages claimed against Issuing Lender or any other Letter of Credit Related Person, including by enforcing its rights against the beneficiaries of the Letters of Credit. Any claim by Borrowers under or in connection with any Letter of Credit or Reimbursement Undertaking shall be reduced by an amount equal to the sum of (x) the amount (if any) saved by Borrowers as a result of the breach or alleged wrongful conduct complained of, and (y) the amount (if any) of the loss that would have been avoided had Borrowers taken all reasonable steps to mitigate any loss, and in case of a claim of wrongful dishonor, by specifically and timely authorizing Issuing Lender to effect a cure.

(h)    Borrowers are responsible for the final text of the Letter of Credit as issued by Issuing Lender or Underlying Issuer, irrespective of any assistance Issuing Lender or Underlying Issuer may provide such as drafting or recommending text or by Issuing Lender’s or Underlying Issuer’s use or refusal to use text submitted by Borrowers. Borrowers understand that the final form of any Letter of Credit may be subject to such revisions and changes as are deemed necessary or appropriate by Issuing Lender and/or Underlying Issuer, and Borrowers hereby consent to such revisions and changes not materially different from the application executed in connection therewith. Borrowers are solely responsible for the suitability of the Letter of Credit for Borrowers’ purposes. If Borrowers request Issuing Lender to issue or cause to be issued a Letter of Credit for an affiliated or unaffiliated third party (an “Account Party”), (i) such Account Party shall have no rights against Issuing Lender and/or any Underlying Issuer; (ii) Borrowers shall be responsible for the application and obligations under this Agreement; and (iii) communications (including notices) related to the respective Letter of Credit shall be among Issuing Lender, Underlying Issuer, and Borrowers. Borrowers will examine the copy of the Letter of Credit and any other documents sent by Issuing Lender or Underlying Issuer in connection therewith and shall promptly notify Issuing Lender (not later than three (3) Business Days following Borrowers’ receipt of documents from Issuing Lender or Underlying Issuer) of any non-compliance with Borrowers’ instructions and of any discrepancy in any document under any presentment or other irregularity. Borrowers understand and agree that Issuing Lender or Underlying Issuer is not required to extend the expiration date of any Letter of Credit for any reason. With respect to any Letter of Credit containing an “automatic amendment” to extend the expiration date of such Letter of Credit, Issuing Lender or Underlying Issuer, in either case, in its sole and absolute discretion, may give notice of non-extension of such Letter of Credit and, if Borrowers do not at any time want the then current expiration date of such

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Letter of Credit to be extended, Borrowers will so notify Agent, Issuing Lender, and Underlying Issuer at least 30 calendar days before Issuing Lender or Underlying Issuer is required to notify the beneficiary of such Letter of Credit or any advising bank of such non-extension pursuant to the terms of such Letter of Credit.

(i)    Borrowers’ reimbursement and payment obligations under this Section 2.11 are absolute, unconditional and irrevocable and shall be performed strictly in accordance with the terms of this Agreement under any and all circumstances whatsoever; provided, that subject to Section 2.11(g) above, the foregoing shall not release Issuing Lender or such Underlying Issuer, as applicable, from such liability to Borrowers as may be finally determined in a final, non-appealable judgment of a court of competent jurisdiction against Issuing Lender following reimbursement or payment of the obligations and liabilities, including reimbursement and other payment obligations, of Borrowers to Issuing Lender arising under, or in connection with, this Section 2.11 or any Letter of Credit or Reimbursement Undertaking.

(j)    Without limiting any other provision of this Agreement, Issuing Lender and each other Letter of Credit Related Person (if applicable) shall not be responsible to Borrowers for, and the rights and remedies of Issuing Lender and such other Letter of Credit Related Person (if applicable) against Borrowers and the obligation of Borrowers to reimburse Issuing Lender or such other Letter of Credit Related Person (if applicable) for each drawing under each Letter of Credit shall not be impaired by:

(i)        honor of a presentation under any Letter of Credit that on its face substantially complies with the terms and conditions of such Letter of Credit, even if the Letter of Credit requires strict compliance by the beneficiary;

(ii)        honor of a presentation of any Drawing Document that appears on its face to have been signed, presented or issued (A) by any purported successor or transferee of any beneficiary or other Person required to sign, present or issue such Drawing Document or (B) under a new name of the beneficiary;

(iii)        acceptance as a draft of any written or electronic demand or request for payment under a Letter of Credit, even if nonnegotiable or not in the form of a draft or notwithstanding any requirement that such draft, demand or request bear any or adequate reference to the Letter of Credit;

(iv)        the identity or authority of any presenter or signer of any Drawing Document or the form, accuracy, genuineness or legal effect of any Drawing Document (other than Issuing Lender’s or Underlying Issuer’s determination that such Drawing Document appears on its face substantially to comply with the terms and conditions of the Letter of Credit);

(v)        acting upon any instruction or request relative to a Letter of Credit or requested Letter of Credit that Issuing Lender or Underlying Issuer in good faith believes to have been given by a Person authorized to give such instruction or request;

(vi)        any errors, omissions, interruptions or delays in transmission or delivery of any message, advice or document (regardless of how sent or transmitted) or for errors in interpretation of technical terms or in translation or any delay in giving or failing to give notice to any Borrower;

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(vii)    any acts, omissions or fraud by, or the insolvency of, any beneficiary, any nominated person or entity or any other Person or any breach of contract between any beneficiary and any Borrower or any of the parties to the underlying transaction to which the Letter of Credit relates;

(viii)    assertion or waiver of any provision of the ISP or UCP that primarily benefits an issuer of a letter of credit, including any requirement that any Drawing Document be presented to it at a particular hour or place;

(ix)        payment to any presenting bank (designated or permitted by the terms of the applicable Letter of Credit) claiming that it rightfully honored or is entitled to reimbursement or indemnity under Standard Letter of Credit Practice applicable to it;

(x)        acting or failing to act as required or permitted under Standard Letter of Credit Practice applicable to where Issuing Lender or Underlying Issuer has issued, confirmed, advised or negotiated such Letter of Credit, as the case may be;

(xi)        honor of a presentation after the expiration date of any Letter of Credit notwithstanding that a presentation was made prior to such expiration date and dishonored by Issuing Lender or Underlying Issuer if subsequently Issuing Lender or Underlying Issuer or any court or other finder of fact determines such presentation should have been honored;

(xii)    dishonor of any presentation that does not strictly comply or that is fraudulent, forged or otherwise not entitled to honor;

(xiii)    honor of a presentation that is subsequently determined by Issuing Lender or Underlying Issuer to have been made in violation of international, federal, state or local restrictions on the transaction of business with certain prohibited Persons.

(k)    Borrowers shall pay immediately upon demand to Agent for the account of Issuing Lender as non-refundable fees, commissions, and charges (it being acknowledged and agreed that any charging of such fees, commissions, and charges to the Loan Account pursuant to the provisions of Section 2.6(d) shall be deemed to constitute a demand for payment thereof for the purposes of this Section 2.11(k)): any and all other customary commissions, fees and charges then in effect imposed by, and any and all expenses incurred by, Issuing Lender or Underlying Issuer, or by any adviser, confirming institution or entity or other nominated person, relating to Letters of Credit, at the time of issuance of any Letter of Credit and upon the occurrence of any other activity with respect to any Letter of Credit (including transfers, assignments of proceeds, amendments, drawings, extensions or cancellations). Each Borrower acknowledges and agrees that any and all issuance charges, usage charges, commissions, fees, and costs incurred by the Issuing Lender or Underlying Issuer relating to Underlying Letters of Credit shall be Lender Group Expenses for purposes of this Agreement and shall be reimbursable immediately by Borrowers to Agent for the account of the Issuing Lender; it being acknowledged and agreed by Borrowers that, as of the Closing Date, the usage charge imposed by the Underlying Issuer is 0.15% per annum times the undrawn amount of each Underlying Letter of Credit, that such usage charge may be changed from time to time (as agreed to by the Issuing Lender and Borrowers), and that the Underlying Issuer also imposes a schedule of charges for amendments, extensions, drawings, and renewals.

(l)    If by reason of (x) any Change in Law, or (y) compliance by Issuing Lender, any other member of the Lender Group, or Underlying Issuer with any direction, request, or requirement

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(irrespective of whether having the force of law) of any Governmental Authority or monetary authority including, Regulation D of the Board of Governors as from time to time in effect (and any successor thereto):

(i)    any reserve, deposit, or similar requirement is or shall be imposed or modified in respect of any Letter of Credit issued or caused to be issued hereunder or hereby, or any Loans or obligations to make Loans hereunder or hereby, or

(ii)        there shall be imposed on Issuing Lender, any other member of the Lender Group, or Underlying Issuer any other condition regarding any Letter of Credit, Reimbursement Undertaking, Loans, or obligations to make Loans hereunder,

and the result of the foregoing is to increase, directly or indirectly, the cost to Issuing Lender, any other member of the Lender Group, or Underlying Issuer of issuing, making, participating in, or maintaining any Letter of Credit or Reimbursement Undertaking or to reduce the amount receivable in respect thereof, then, and in any such case, Agent may, at any time within a reasonable period after the additional cost is incurred or the amount received is reduced, notify Administrative Borrower, and Borrowers shall pay within 30 days after demand therefor, such amounts as Agent may specify to be necessary to compensate Issuing Lender, any other member of the Lender Group, or Underlying Issuer for such additional cost or reduced receipt, together with interest on such amount from the date of such demand until payment in full thereof at the rate then applicable to Base Rate Loans hereunder; provided, that (A) Borrowers shall not be required to provide any compensation pursuant to this Section 2.11(l) for any such amounts incurred more than 180 days prior to the date on which the demand for payment of such amounts is first made to Borrowers, and (B) if an event or circumstance giving rise to such amounts is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof. The determination by Agent of any amount due pursuant to this Section 2.11(l), as set forth in a certificate setting forth the calculation thereof in reasonable detail, shall, in the absence of manifest or demonstrable error, be final and conclusive and binding on all of the parties hereto.

(m)        Each standby Letter of Credit shall expire not later than the date that is 12 months after the date of the issuance of such Letter of Credit; provided, that any standby Letter of Credit may provide for the automatic extension thereof for any number of additional periods each of up to one year in duration; provided further, that with respect to any Letter of Credit which extends beyond the Maturity Date, Letter of Credit Collateralization shall be provided therefor on or before the date that is five Business Days prior to the Maturity Date. Each commercial Letter of Credit shall expire on the earlier of (i) 120 days after the date of the issuance of such commercial Letter of Credit and (ii) five Business Days prior to the Maturity Date.

(n)        If (i) any Event of Default shall occur and be continuing, or (ii) Availability shall at any time be less than zero, then on the Business Day following the date when the Administrative Borrower receives notice from Agent or the Required Lenders (or, if the maturity of the Obligations has been accelerated, Revolving Lenders with Letter of Credit Exposure representing greater than 50% of the total Letter Credit Exposure) demanding Letter of Credit Collateralization pursuant to this Section 2.11(n) upon such demand, Borrowers shall provide Letter of Credit Collateralization with respect to the then existing Letter of Credit Usage. If Borrowers fail to provide Letter of Credit Collateralization as required by this Section 2.11(n), the Revolving Lenders may (and, upon direction of Agent, shall) advance, as Advances the amount of the cash collateral required pursuant to the Letter of Credit Collateralization provision so that the then existing Letter of Credit Usage is cash collateralized in accordance with the

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Letter of Credit Collateralization provision (whether or not the Revolver Commitments have terminated, an Overadvance exists or the conditions in Section 3 are satisfied).

(o)    Unless otherwise expressly agreed by Issuing Lender, Underlying Issuer and Borrowers when a Letter of Credit is issued (including any such agreement applicable to an Existing Letter of Credit), (i) the rules of the ISP shall apply to each standby Letter of Credit, and (ii) the rules of the UCP shall apply to each commercial Letter of Credit.

(p)    Each of Issuing Lender and Underlying Issuer shall be deemed to have acted with due diligence and reasonable care if Issuing Lender’s or Underlying Issuer’s conduct is in accordance with Standard Letter of Credit Practice or in accordance with this Agreement.

(q)    In the event of a direct conflict between the provisions of this Section 2.11 and any provision contained in any Issuer Document, it is the intention of the parties hereto that such provisions be read together and construed, to the fullest extent possible, to be in concert with each other. In the event of any actual, irreconcilable conflict that cannot be resolved as aforesaid, the terms and provisions of this Section 2.11 shall control and govern.

(r)    The provisions of this Section 2.11 shall survive the termination of this Agreement and the repayment in full of the Obligations with respect to any Letters of Credit that remain outstanding.

(s)    At Borrowers’ costs and expense, Borrowers shall execute and deliver to Issuing Lender such additional certificates, instruments and/or documents and take such additional action as may be reasonably requested by Issuing Lender to enable Issuing Lender to issue, or cause to be issued, any Letter of Credit pursuant to this Agreement and related Issuer Document, to protect, exercise and/or enforce Issuing Lender’ rights and interests under this Agreement or to give effect to the terms and provisions of this Agreement or any Issuer Document. Each Borrower hereby authorizes and directs any Underlying Issuer to deliver to the Issuing Lender all instruments, documents, and other writings and property received by such Underlying Issuer pursuant to such Underlying Letter of Credit and to accept and rely upon the Issuing Lender’s instructions with respect to all matters arising in connection with such Underlying Letter of Credit and the related application. Each Borrower irrevocably appoints Issuing Lender and each Underlying Issuer as its attorney-in-fact and authorizes Issuing Lender and such Underlying Issuer, without notice to Borrowers, to execute and deliver ancillary documents and letters customary in the letter of credit business that may include but are not limited to advisements, indemnities, checks, bills of exchange and issuance documents. The power of attorney granted by the Borrowers is limited solely to such actions related to the issuance, confirmation or amendment of any Letter of Credit and to ancillary documents or letters customary in the letter of credit business. This appointment is coupled with an interest.

2.12    LIBOR Rate.

(a)    Interest and Interest Payment Dates. Except as provided in Section 2.3(d), Section 2.12(b), and Section 2.12(d)(ii), the Term Loan and all Advances shall bear interest based upon the LIBOR Rate. Interest on LIBOR Rate Loans shall be payable in accordance with Section 2.6(d).

(b)    Conversion; Prepayment.

(i)    Borrowers may (A) convert LIBOR Rate Loans to Base Rate Loans at any time, or (B) prepay LIBOR Rate Loans at any time.

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(ii)    Any written election made by a Borrower to convert a LIBOR Rate Loan to a Base Rate Loan or a Base Rate Loan to a LIBOR Rate Loan shall be irrevocable and binding upon the Borrowers.

(iii)    At any time that an Event of Default has occurred and is continuing, at the written election of the Required Lenders, all LIBOR Rate Loans shall immediately be converted to Base Rate Loans.

(iv)    Any LIBOR Rate Loan which is converted to a Base Rate Loan pursuant to clause (i) above shall continue as a Base Rate Loan until the Administrative Borrower provides written notice that such Base Rate Loan shall be converted to a LIBOR Rate Loan. Such written notice shall be provided to Agent at least 1 Business Day prior to the date of conversion of such Base Rate Loan. Any LIBOR Rate Loan which is converted to a Base Rate Loan pursuant to clause (iii) above shall continue as a Base Rate Loan until the Event of Default is no longer continuing, at which time, it shall be converted to a LIBOR Rate Loan, unless otherwise elected by a Borrower.

(c)    [Intentionally Omitted].

(d)    Special Provisions Applicable to LIBOR Rate.

(i)    The LIBOR Rate may be adjusted by Agent with respect to any Lender on a prospective basis to take into account any additional or increased costs to such Lender of maintaining or obtaining any eurodollar deposits or increased costs, in each case, due to changes in Applicable Law (other than changes in laws relative to Taxes, which shall be governed by Section 16 and such matters governed by Section 2.11(f), Section 2.11(l), and Section 2.13 of this Agreement) occurring subsequent to the Closing Date, and changes in the reserve requirements imposed by the Board of Governors, which additional or increased costs would increase the cost of funding or maintaining loans bearing interest at the LIBOR Rate. In any such event, the affected Lender shall give Borrowers and Agent notice of such a determination and adjustment and Agent promptly shall transmit the notice to each other Lender and, upon its receipt of the notice from the affected Lender, Borrowers may, by notice to such affected Lender (y) require such Lender to furnish to Borrowers a statement setting forth the basis for adjusting such LIBOR Rate and the method for determining the amount of such adjustment, or (z) repay the LIBOR Rate Loans with respect to which such adjustment is made.

(ii)    Subject to the provisions set forth in Section 2.12(d)(iii) below, in the event that any change in market conditions or any Change in Law, shall at any time after the date hereof, in the reasonable opinion of any Lender, make it unlawful or impractical for such Lender to fund or maintain LIBOR Rate Loans or to continue such funding or maintaining, or to determine or charge interest rates at the LIBOR Rate, such Lender shall give notice of such changed circumstances to Agent and Borrowers and Agent promptly shall transmit the notice to each other Lender and (y) in the case of any LIBOR Rate Loans of such Lender that are outstanding, the date specified in such Lender’s notice shall be

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deemed to be the last day of such LIBOR Rate Loans, and interest upon the LIBOR Rate Loans of such Lender thereafter shall accrue at the rate then applicable to Base Rate Loans, and (z) Borrowers shall not be entitled to have the Term Loan or Advances bear interest based upon the LIBOR Rate until such Lender determines that it would no longer be unlawful or impractical to do so.

(iii)    Effect of Benchmark Transition Event.

(1)    Benchmark Replacement. Notwithstanding anything to the contrary herein or in any other Loan Document, upon the occurrence of a Benchmark Transition Event or an Early Opt-in Election, as applicable, Agent and Administrative Borrower may amend this Agreement to replace the LIBOR Rate with a Benchmark Replacement. Any such amendment with respect to a Benchmark Transition Event will become effective at 5:00 p.m. on the fifth (5th) Business Day after Agent has posted such proposed amendment to all Lenders and Administrative Borrower so long as Agent has not received, by such time, written notice of objection to such amendment from Lenders comprising the Required Lenders. Any such amendment with respect to an Early Opt-in Election will become effective on the date that Lenders comprising the Required Lenders have delivered to Agent written notice that such Required Lenders accept such amendment. No replacement of the LIBOR Rate with a Benchmark Replacement pursuant to this Section 2.12(d)(iii) will occur prior to the applicable Benchmark Transition Start Date.

(2)    Benchmark Replacement Conforming Changes. In connection with the implementation of a Benchmark Replacement, Agent will have the right to make Benchmark Replacement Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such Benchmark Replacement Conforming Changes will become effective without any further action or consent of any other party to this Agreement.

(3)    Notices; Standards for Decisions and Determinations. Agent will promptly notify Administrative Borrower and the Lenders of (1) any occurrence of a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date and Benchmark Transition Start Date, (2) the implementation of any Benchmark Replacement, (3) the effectiveness of any Benchmark Replacement Conforming Changes and (4) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by Agent or Lenders pursuant to this Section 2.12(d)(iii) including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party hereto, except, in each case, as expressly required pursuant to this Section 2.12(d)(iii).

(4)    Benchmark Unavailability Period. Upon Administrative Borrower’s receipt of notice of the commencement of a Benchmark

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Unavailability Period, Administrative Borrower may revoke any request for a LIBOR Borrowing of, conversion to or continuation of LIBOR Rate Loans to be made, converted or continued during any Benchmark Unavailability Period and, failing that, Administrative Borrower will be deemed to have converted any such request into a request for a Borrowing of or conversion to Base Rate Loans. During any Benchmark Unavailability Period, the component of Base Rate based upon the LIBOR Rate will not be used in any determination of the Base Rate.

(e)    No Requirement of Matched Funding. Anything to the contrary contained herein notwithstanding, neither Agent, nor any Lender, nor any of their Participants, is required actually to acquire eurodollar deposits to fund or otherwise match fund any Obligation as to which interest accrues at the LIBOR Rate.

2.13    Capital Requirements.

(a)    If, after the date hereof, any Lender determines that (i) any Change in Law regarding capital or reserve requirements for banks or bank holding companies, or (ii) compliance by such Lender or its parent bank holding company with any guideline, request or directive of any such entity regarding capital adequacy (whether or not having the force of law), has the effect of reducing the return on such Lender’s or such holding company’s capital as a consequence of such Lender’s Commitments hereunder to a level below that which such Lender or such holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or such holding company’s then existing policies with respect to capital adequacy and assuming the full utilization of such entity’s capital) by any amount deemed by such Lender to be material, then such Lender may notify Administrative Borrower and Agent thereof. Following receipt of such notice, Borrowers agree to pay such Lender on demand the amount of such reduction of return of capital as and when such reduction is determined, payable within 30 days after presentation by such Lender of a statement in the amount and setting forth in reasonable detail such Lender’s calculation thereof and the assumptions upon which such calculation was based (which statement shall be deemed true and correct absent manifest error). In determining such amount, such Lender may use any reasonable averaging and attribution methods. Failure or delay on the part of any Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s right to demand such compensation; provided that no Borrower shall be required to compensate a Lender pursuant to this Section for any reductions in return incurred more than 180 days prior to the date that such Lender notifies Administrative Borrower of such Change in Law giving rise to such reductions and of such Lender’s intention to claim compensation therefor; provided further that if such claim arises by reason of the Change in Law that is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof.

(b)    If any Lender requests additional or increased costs referred to in Section 2.11(l), Section 2.12(d)(i) or amounts under Section 2.13(a) or sends a notice under Section 2.12(d)(ii) relative to changed circumstances (any such Lender, an “Affected Lender”), then such Affected Lender shall use commercially reasonable efforts to promptly designate a different one of its lending offices or to assign its rights and obligations hereunder to another of its offices or branches, if (i) in the reasonable judgment of such Affected Lender, such designation or assignment would eliminate or reduce amounts payable pursuant to Section 2.12(d)(i) or Section 2.13(a), as applicable, or would eliminate the illegality or impracticality of funding or maintaining LIBOR Rate Loans and (ii) in the reasonable judgment of such Affected Lender, such designation or assignment would not subject it to any material unreimbursed cost or expense and would not otherwise be materially disadvantageous to it. Borrowers agree to pay all reasonable out-of-pocket costs and expenses incurred by such Affected Lender in connection with any

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such designation or assignment. If, after such reasonable efforts, such Affected Lender does not so designate a different one of its lending offices or assign its rights to another of its offices or branches so as to eliminate Borrowers’ obligation to pay any future amounts to such Affected Lender pursuant to Section 2.12(d)(i) or Section 2.13(a), as applicable, or to enable Borrowers to obtain LIBOR Rate Loans, then Borrowers (without prejudice to any amounts then due to such Affected Lender under Section 2.12(d)(i) or Section 2.13(a), as applicable) may, unless prior to the effective date of any such assignment the Affected Lender withdraws its request for such additional amounts under Section 2.11(l), Section 2.12(d)(i) or Section 2.13(a), as applicable, or indicates that it is no longer unlawful or impractical to fund or maintain LIBOR Rate Loans, may seek a substitute Lender reasonably acceptable to Agent to purchase the Obligations owed to such Affected Lender and such Affected Lender’s Commitments hereunder (a “Replacement Lender”), and if such Replacement Lender agrees to such purchase, such Affected Lender shall assign to the Replacement Lender its Obligations and Commitments, pursuant to an Assignment and Acceptance Agreement, and upon such purchase by the Replacement Lender, such Replacement Lender shall be deemed to be a “Lender” for purposes of this Agreement and such Affected Lender shall cease to be a “Lender” for purposes of this Agreement.

2.14    Joint and Several Liability of Borrowers.

(a)    Each Borrower is accepting joint and several liability hereunder and under the other Loan Documents in consideration of the financial accommodations to be provided by the Lender Group under this Agreement, for the mutual benefit, directly and indirectly, of each Borrower and in consideration of the undertakings of the other Borrowers to accept joint and several liability for the Obligations; provided, however, that each Borrower shall only be liable under this Section for the maximum amount of such liability that can be hereby incurred without rendering this Section, as it relates to such Borrower, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount.

(b)    Each Borrower, jointly and severally, hereby irrevocably and unconditionally accepts, not merely as a surety but also as a co-debtor, joint and several liability with the other Borrowers, with respect to the payment and performance of all of the Obligations (including any Obligations arising under this Section 2.14), it being the intention of the parties hereto that all the Obligations shall be the joint and several obligations of each Borrower without preferences or distinction among them.

(c)    If and to the extent that any Borrower shall fail to make any payment with respect to any of the Obligations as and when due or to perform any of the Obligations in accordance with the terms thereof, then in each such event the other Borrowers will make such payment with respect to, or perform, such Obligation until such time as all of the Obligations are paid in full.

(d)    The Obligations of each Borrower under the provisions of this Section 2.14 constitute the absolute and unconditional, full recourse Obligations of each Borrower enforceable against each Borrower to the full extent of its properties and assets, irrespective of the validity, regularity or enforceability of the provisions of this Agreement (other than this Section 2.14(d)) or any other circumstances whatsoever.

(e)    Except as otherwise expressly provided in this Agreement, each Borrower hereby waives notice of acceptance of its joint and several liability, notice of any Advances or Letters of Credit issued under or pursuant to this Agreement, notice of the occurrence of any Default, Event of Default, or of any demand for any payment under this Agreement, notice of any action at any time taken or omitted by Agent or Lenders under or in respect of any of the Obligations, any requirement of diligence or to

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mitigate damages and, generally, to the extent permitted by Applicable Law, all demands, notices and other formalities of every kind in connection with this Agreement (except as otherwise provided in this Agreement). Each Borrower hereby assents to, and waives notice of, any extension or postponement of the time for the payment of any of the Obligations, the acceptance of any payment of any of the Obligations, the acceptance of any partial payment thereon, any waiver, consent or other action or acquiescence by Agent or Lenders at any time or times in respect of any default by any Borrower in the performance or satisfaction of any term, covenant, condition or provision of this Agreement, any and all other indulgences whatsoever by Agent or Lenders in respect of any of the Obligations, and the taking, addition, substitution or release, in whole or in part, at any time or times, of any security for any of the Obligations or the addition, substitution or release, in whole or in part, of any Borrower. Without limiting the generality of the foregoing, each Borrower assents to any other action or delay in acting or failure to act on the part of any Agent or Lender with respect to the failure by any Borrower to comply with any of its respective Obligations, including, without limitation, any failure strictly or diligently to assert any right or to pursue any remedy or to comply fully with Applicable Laws or regulations thereunder, which might, but for the provisions of this Section 2.14 afford grounds for terminating, discharging or relieving any Borrower, in whole or in part, from any of its Obligations under this Section 2.14, it being the intention of each Borrower that, so long as any of the Obligations hereunder remain unsatisfied, the Obligations of each Borrower under this Section 2.14 shall not be discharged except by performance and then only to the extent of such performance. The Obligations of each Borrower under this Section 2.14 shall not be diminished or rendered unenforceable by any winding up, reorganization, arrangement, liquidation, reconstruction or similar proceeding with respect to any other Borrower or any Agent or Lender.

(f)    Each Borrower represents and warrants to Agent and Lenders that such Borrower is currently informed of the financial condition of Borrowers and of all other circumstances which a diligent inquiry would reveal and which bear upon the risk of nonpayment of the Obligations. Each Borrower further represents and warrants to Agent and Lenders that such Borrower has read and understands the terms and conditions of the Loan Documents. Each Borrower hereby covenants that such Borrower will continue to keep informed of Borrowers’ financial condition and of all other circumstances which bear upon the risk of nonpayment or nonperformance of the Obligations.

(g)    The provisions of this Section 2.14 are made for the benefit of Agent, each member of the Lender Group, each Bank Product Provider, and their respective successors and permitted assigns, and may be enforced by it or them from time to time against any or all Borrowers as often as occasion therefor may arise and without requirement on the part of Agent, any member of the Lender Group, any Bank Product Provider, or any of their successors or assigns first to marshal any of its or their claims or to exercise any of its or their rights against any Borrower or to exhaust any remedies available to it or them against any Borrower or to resort to any other source or means of obtaining payment of any of the Obligations hereunder or to elect any other remedy. The provisions of this Section 2.14 shall remain in effect until all of the Obligations shall have been paid in full or otherwise fully satisfied (other than indemnities and other contingent Obligations not then due and payable). If at any time, any payment, or any part thereof, made in respect of any of the Obligations, is rescinded or must otherwise be restored or returned by Agent or any Lender upon the insolvency, bankruptcy or reorganization of any Borrower, or otherwise, the provisions of this Section 2.14 will forthwith be reinstated in effect, as though such payment had not been made.

(h)    Each Borrower hereby agrees that it will not enforce any of its rights of contribution or subrogation against any other Borrower with respect to any liability incurred by it hereunder or under any of the other Loan Documents, any payments made by it to Agent or Lenders with respect to any of the Obligations or any collateral security therefor until such time as all of the

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Obligations have been paid in full in cash (other than indemnities and other contingent Obligations not then due and payable). Any claim which any Borrower may have against any other Borrower with respect to any payments to any Agent or any member of the Lender Group hereunder or under any of the Bank Product Agreements are hereby expressly made subordinate and junior in right of payment, without limitation as to any increases in the Obligations arising hereunder or thereunder, to the prior payment in full in cash of the Obligations (other than indemnities and other contingent Obligations not then due and payable) and, in the event of any insolvency, bankruptcy, receivership, liquidation, reorganization or other similar proceeding under the laws of any jurisdiction relating to any Borrower, its debts or its assets, whether voluntary or involuntary, all such Obligations shall be paid in full in cash (other than indemnities and other contingent Obligations not then due and payable) before any payment or distribution of any character, whether in cash, securities or other property, shall be made to any other Borrower therefor (other than payment made in obligations (including securities similarly subordinated)).

(i)    Each Borrower hereby agrees that after the occurrence and during the continuance of any Event of Default and receipt of the written request of Agent, such Borrower will not demand, sue for or otherwise attempt to collect any indebtedness of any other Borrower owing to such Borrower until the Obligations shall have been paid in full in cash. If, notwithstanding the foregoing sentence, such Borrower shall collect, enforce or receive any amounts in respect of such indebtedness, such amounts shall be collected, enforced and received by such Borrower as trustee for Agent, and such Borrower shall deliver any such amounts to Agent for application to the Obligations in accordance with Section 2.4(b).

2.15    Term Loan Purchase Option.

(a)    Upon the occurrence and during the continuation of a Term Loan Purchase Option Triggering Event, then, in any such case, any one or more of the Revolving Lenders (acting in their individual capacity or through one or more Affiliates) shall have the right, but not the obligation (each Revolving Lender having a ratable right to make the purchase, with each Revolving Lender’s right to purchase being automatically proportionately increased by the amount not purchased by another Revolving Lender), upon 10 Business Days advance written notice from any or all Revolving Lenders (a “Purchase Notice”) to Agent and each Term Loan Lender to acquire from the Term Loan Lenders all (but not less than all) of the right, title, and interest of the Term Loan Lenders in and to the Obligations and the Loan Documents. The Purchase Notice, if given, shall be irrevocable.

(b)    On the date specified by the Revolving Lenders in the Purchase Notice (which shall not be more than 10 Business Days after the receipt by Agent of the Purchase Notice), the Term Loan Lenders shall sell to the purchasing Revolving Lenders and the purchasing Revolving Lenders shall purchase from the Term Loan Lenders, all (but not less than all) of the right, title, and interest of the Term Loan Lenders in and to the Obligations and the Loan Documents. During the period of up to 10 Business Days referred to in the immediately preceding sentence, the Term Loan Lenders agree to not request nor vote for any action on the part of the Required Lenders or Agent to declare the Obligations due and payable prior to the scheduled maturity thereof nor exercise any rights and remedies under the Loan Documents or under Applicable Law, to the extent such action has not been implemented prior to such period, in each case, without the prior written consent of the purchasing Revolving Lenders.

(c)    On the date of such purchase and sale, purchasing Revolving Lenders shall (i) pay to Agent, for the benefit of the Term Loan Lenders, as the purchase price therefor (the “Purchase Price”) 100% of the outstanding balance with respect to the Term Loan, including, without limitation, principal, interest accrued and unpaid thereon, and any unpaid fees (other than any prepayment or

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commitment reduction premium; any entitlement thereof being only as provided in Section 2.15(d) below), to the extent earned or due and payable in accordance with the Loan Documents, and (ii) reimburse the Term Loan Lenders for all reasonable and documented expenses to the extent earned or due and payable in accordance with the Loan Documents (including the reimbursement of extraordinary expenses, financial examination expenses, and appraisal fees). Such Purchase Price shall be remitted by wire transfer in federal funds to such bank account of Agent, for the benefit of the Term Loan Lenders, as Agent, for the benefit of the Term Loan Lenders, may designate in writing for such purpose. Interest shall be calculated to but excluding the Business Day on which such purchase and sale shall occur if the amounts so paid by purchasing Revolving Lenders to the bank account designated by Agent, for the benefit of the Term Loan Lenders, are received in such bank account prior to 1:00 p.m. (Chicago time), and interest shall be calculated to and including such Business Day if the amounts so paid by purchasing Revolving Lenders to the bank account designated by Agent, for the benefit of the Term Loan Lenders, are received in such bank account later than 1:00 p.m. (Chicago time). Upon receipt of such Purchase Price from the purchasing Revolving Lenders, Agent shall promptly disburse the same to the Term Loan Lenders in accordance with their respective Pro Rata Shares.

(d)    Anything contained in this Section 2.15 to the contrary notwithstanding, in the event that any purchasing Revolving Lender receives any prepayment or commitment reduction premium under the Loan Documents in cash in respect of the Term Loan, within 180 days following the date on which such Revolving Lender pays the Purchase Price for its share of the Term Loan pursuant to this Section 2.15, then such purchasing Revolving Lender shall pay a supplemental purchase price in respect of its purchase under this Section 2.15 in an amount equal to the portion of such prepayment or commitment reduction premium to which the applicable Term Loan Lenders would have otherwise been entitled had the purchase by such purchasing Revolving Lender under this Section 2.15 not occurred.

(e)    The Term Loan Lenders shall retain all indemnification rights under the Loan Documents for actions or other matters arising on or prior to the date of such purchase (including, without limitation, all indemnification rights under Section 10.3 hereof).

(f)    Such purchase shall be expressly made without representation or warranty of any kind by Term Loan Lenders as to the Obligations so purchased or otherwise and without recourse to any Term Loan Lender, except that each Term Loan Lender shall represent and warrant: (i) that the amount quoted, in writing, by such Term Loan Lender as its portion of the Purchase Price represents the amount shown as owing with respect to the claims transferred as reflected on its books and records, (ii) it owns, or has the right to transfer to purchasing Revolving Lenders, the rights being transferred, and (iii) such transfer will be free and clear of Liens. Such purchase shall be documented pursuant to an Assignment and Acceptance.

3.CONDITIONS; TERM OF AGREEMENT.

3.1    Conditions Precedent to the Initial Extension of Credit. The obligation of each Term Loan Lender to make its extension of credit provided for hereunder is subject to the fulfillment, to the satisfaction of Agent and each Term Loan Lender, of each of the conditions precedent set forth on Schedule 3.1.

3.2    Conditions Precedent to all Extensions of Credit. The obligation of the Lender Group (or any member thereof) to make any Advances hereunder (or to extend any other credit hereunder) at any time shall be subject to the following conditions precedent:

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(a)    the representations and warranties of each Borrower or its Subsidiaries contained in this Agreement or in the other Loan Documents shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) on and as of the date of such extension of credit, as though made on and as of such date (except to the extent that such representations and warranties relate solely to an earlier date); and

(b)    no Default or Event of Default shall have occurred and be continuing on the date of such extension of credit, nor shall either result from the making thereof.

3.3        Maturity. This Agreement shall continue in full force and effect for a term ending on the Term Loan Maturity Date. The foregoing notwithstanding, the Lender Group, upon the election of the Required Lenders, shall have the right to terminate its obligations under this Agreement immediately and without notice upon the occurrence and during the continuation of an Event of Default.

3.4        Effect of Maturity. On the Maturity Date, all commitments of the Lender Group to provide additional credit hereunder in respect of Advances shall automatically be terminated and all of the Obligations (other than in respect of the Term Loan) immediately shall become due and payable without notice or demand and Borrowers shall be required to repay all of the Obligations (other than in respect of the Term Loan) in full. On the Term Loan Maturity Date, all commitments of the Lender Group to provide additional credit hereunder in respect of the Term Loan shall automatically be terminated and all of the Obligations in respect of the Term Loan immediately shall become due and payable without notice or demand and Borrowers shall be required to repay all of the Obligations in respect of the Term Loan in full. No termination of the obligations of the Lender Group (other than payment in full of the Obligations and termination of the Commitments) shall relieve or discharge any Loan Party of its duties, obligations, or covenants hereunder or under any other Loan Document and Agent’s Liens in the Collateral shall continue to secure the Obligations and shall remain in effect until all Obligations have been paid in full and the Commitments have been terminated. When all of the Obligations have been paid in full and the Lender Group’s obligations to provide additional credit under the Loan Documents have been terminated irrevocably, Agent will, at Borrowers’ sole expense, execute and deliver any termination statements, lien releases, discharges of security interests, and other similar discharge or release documents (and, if applicable, in recordable form) as are reasonably necessary to release, as of record, Agent’s Liens and all notices of security interests and liens previously filed by Agent.

3.5        Early Termination by Borrowers. Borrowers have the option, at any time upon 10 Business Days prior written notice to Agent, to terminate this Agreement and terminate the Commitments hereunder by repaying to Agent all of the Obligations in full.

4.REPRESENTATIONS AND WARRANTIES.

In order to induce the Lender Group to enter into this Agreement, each Borrower makes the following representations and warranties to the Lender Group which shall be true, correct, and complete, in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof), as of the Closing Date, and shall be true, correct, and complete, in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof), as of the date of the making of each Advance (or other extension of credit) made thereafter, as though made on and as of the date of such Advance (or other extension of credit) (except to the extent that such representations and warranties relate solely to an earlier date) and such representations and warranties shall survive the execution and delivery of this Agreement:

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4.1        Due Organization and Qualification; Subsidiaries.

(a)    Each Loan Party (i) is duly organized and existing and in good standing under the laws of the jurisdiction of its organization, (ii) is qualified to do business in any state where the failure to be so qualified could reasonably be expected to result in a Material Adverse Change, and (iii) has all requisite power and authority to own and operate its properties, to carry on its business as now conducted and as proposed to be conducted, to enter into the Loan Documents to which it is a party and to carry out the transactions contemplated thereby.

(b)    Set forth on Schedule 4.1(b) is a complete and accurate description of the authorized capital Stock of each Borrower, by class, and, as of the Sixth Amendment Effective Date, a description of the number of shares of each such class that are issued and outstanding. Other than as described on Schedule 4.1(b), there are no subscriptions, options, warrants, or calls relating to any shares of any Borrower’s capital Stock, including any right of conversion or exchange under any outstanding security or other instrument.

(c)    Set forth on Schedule 4.1(c) (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted under this Agreement), is a complete and accurate list of the Loan Parties’ direct and indirect Subsidiaries, showing: (i) the number of shares of each class of common and preferred Stock authorized for each of such Subsidiaries, and (ii) the number and the percentage of the outstanding shares of each such class owned directly or indirectly by such Borrower. All of the outstanding capital Stock of each such Subsidiary has been validly issued and, in the case of any Subsidiary that is a corporation, is fully paid and non-assessable. None of the Loan Parties has any Material Subsidiary that is not either a Borrower or a Guarantor.

(d)    Except as set forth on Schedule 4.1(c), there are no subscriptions, options, warrants, or calls relating to any shares of Borrowers’ Subsidiaries’ capital Stock, including any right of conversion or exchange under any outstanding security or other instrument.

4.2        Due Authorization; No Conflict.

(a)    As to each Loan Party, the execution, delivery, and performance by such Loan Party of the Loan Documents to which it is a party have been duly authorized by all necessary action on the part of such Loan Party.

(b)    As to each Loan Party, the execution, delivery, and performance by such Loan Party of the Loan Documents to which it is a party do not and will not (i) violate any material provision of federal, state, or local law or regulation applicable to any Loan Party or its Subsidiaries, the Governing Documents of any Loan Party or its Subsidiaries, or any order, judgment, or decree of any court or other Governmental Authority binding on any Loan Party or its Subsidiaries, (ii) conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under any Material Contract of any Loan Party or its Subsidiaries except to the extent that any such conflict, breach or default could not individually or in the aggregate reasonably be expected to have a Material Adverse Change, (iii) result in or require the creation or imposition of any Lien of any nature whatsoever upon any assets of any Loan Party, other than Permitted Liens, or (iv) require any approval of any Loan Party’s interestholders or any approval or consent of any Person under any Material Contract of any Loan Party, other than consents or approvals that have been obtained and that are still in force and effect and except, in the case of Material Contracts, for consents or approvals, the failure to obtain could not individually or in the aggregate reasonably be expected to cause a Material Adverse Change.

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4.3        Governmental Consents. The execution, delivery, and performance by each Loan Party of the Loan Documents to which such Loan Party is a party and the consummation of the transactions contemplated by the Loan Documents do not and will not require any registration with, consent, or approval of, or notice to, or other action with or by, any Governmental Authority, other than registrations, consents, approvals, notices, or other actions that have been obtained and that are still in force and effect and except for filings and recordings with respect to the Collateral to be made, or otherwise delivered to Agent for filing or recordation, as of the Closing Date.

4.4        Binding Obligations; Perfected Liens.

(a)    Each Loan Document has been duly executed and delivered by each Loan Party that is a party thereto and is the legally valid and binding obligation of such Loan Party, enforceable against such Loan Party in accordance with its respective terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors’ rights generally.

(b)    Agent’s Liens under the Loan Documents are validly created, perfected (other than (i) Stock of certain CFCs to the extent governed by foreign law, letter of credit rights, and other investment property not held in a securities account, in each case to the extent not required to be perfected hereunder, (ii) money not in possession of Agent, (iii) certain foreign Intellectual Property, (iv) any Deposit Accounts and Securities Accounts not subject to a Control Agreement as permitted by Section 6.11, and (v) any Excluded Property, and subject only to the filing of financing statements and, if applicable, the recordation of the Copyright Security Agreement and the Patent Security Agreement, in each case, in the appropriate filing offices), and first-priority Liens, subject only to Permitted Liens.

4.5        Title to Assets; No Encumbrances. Each of the Loan Parties has (a) good, sufficient and legal title to (in the case of fee interests in Real Property), (b) valid leasehold interests in (in the case of leasehold interests in real or personal property), and (c) good and marketable title to (in the case of all other material personal property), all of their material respective assets reflected in their most recent financial statements delivered pursuant to Section 5.1, in each case except for assets disposed of since the date of such financial statements to the extent permitted hereby. All of such assets are free and clear of Liens except for Permitted Liens.

4.6        Jurisdiction of Organization; Location of Chief Executive Office; Organizational Identification Number.

(a)    The name of (within the meaning of Section 9-503 of the Code) and jurisdiction of organization of each Loan Party and each of its Subsidiaries is set forth on Schedule 4.6(a) (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted under this Agreement).

(b)    The chief executive office of each Loan Party and each of its Subsidiaries is located at the address indicated on Schedule 4.6(b) (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted under this Agreement).

(c)    Each Loan Party’s and each of its Subsidiaries’ tax identification numbers and organizational identification numbers, if any, are identified on Schedule 4.6(c) (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted under this Agreement).

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4.7        Litigation. Except as set forth on Schedule 4.7, there are no actions, suits, or proceedings pending or, to the knowledge of Borrowers, after due inquiry, threatened in writing against a Loan Party or any of its Subsidiaries for which, either individually or in the aggregate, there is a reasonable possibility of an adverse determination that, if adversely determined, could reasonably be expected to result in a Material Adverse Change.

4.8        Compliance with Laws. Each Loan Party has duly complied, and its properties and business operations are in compliance, in all material respects with all Applicable Law, except where noncompliance could not reasonably be expected to have a Material Adverse Change. To the knowledge of the Borrowers after due inquiry, no Inventory has been produced in violation in any material respect of the Fair Labor Standards Act.

4.9        No Material Adverse Change. All historical financial statements relating to the Loan Parties and their Subsidiaries that have been delivered by any of the Borrowers to Agent have been prepared in accordance with GAAP (except, in the case of unaudited financial statements, for the lack of footnotes and being subject to year-end audit adjustments) and present fairly in all material respects, the Loan Parties’ and their Subsidiaries’ consolidated financial condition as of the date thereof and results of operations for the period then ended. Since December 31, 2010, no event, circumstance, or change has occurred that has or could reasonably be expected to result in a Material Adverse Change with respect to the Loan Parties and their Subsidiaries.

4.10    Fraudulent Transfer.

(a)    Each Borrower individually is Solvent, and the Loan Parties taken as a whole are Solvent.

(b)    No transfer of property is being made by any Loan Party and no obligation is being incurred by any Loan Party in connection with the transactions contemplated by this Agreement or the other Loan Documents with the intent to hinder, delay, or defraud either present or future creditors of such Loan Party.

4.11    Employee Benefits.

(a)    Except as would not result in a Material Adverse Change: (i) each Plan is in compliance with the applicable provisions of ERISA, the IRC, and other federal and state laws; (ii) each Plan that is intended to qualify under Section 401(a) of the IRC has received a favorable determination letter from the IRS, an application for such a letter is currently being processed by the IRS with respect thereto or such Plan is still within its applicable remedial amendment period for purposes of such an application and, to the knowledge of Borrowers, nothing has occurred which would reasonably be expected to prevent, or cause the loss of, such qualification; and (iii) each Loan Party and ERISA Affiliate has made all required contributions due and payable to each Plan subject to Section 412 of the IRC for any plan year ended in 2014 or any prior calendar year by the date on which any such contribution became due and payable, and no application for a funding waiver or an extension of any amortization period pursuant to Section 412 of the IRC has been made with respect to any Plan.

(b)    There are no pending or, to the knowledge of Borrowers, threatened claims, actions or lawsuits, or action by any Governmental Authority, with respect to any Plan that would reasonably be expected to have a Material Adverse Change. There has been no prohibited transaction or violation of the fiduciary responsibility rules with respect to any Plan that has resulted in or would reasonably be expected to have a Material Adverse Change.

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(c)    Except as would not result in a Material Adverse Change: (i) no ERISA Event has occurred or is reasonably expected to occur; (ii) no Loan Party or ERISA Affiliate has incurred, or reasonably expects to incur, any liability under Title IV of ERISA with respect to any Pension Plan (other than premiums due and not delinquent under Section 4007 of ERISA); (iii) no Loan Party or ERISA Affiliate has incurred, or reasonably expects to incur, any liability (and no event has occurred which, with the giving of notice under Section 4219 of ERISA, would result in such liability) under Section 4201 or 4243 of ERISA with respect to a Multiemployer Plan; and (iv) no Loan Party or ERISA Affiliate has engaged in a transaction that could reasonably be expected to be subject to Section 4069 or 4212(c) of ERISA.

(d)    With respect to any Foreign Plan, except as would not result in a Material Adverse Change: (i) all employer and employee contributions required by law or by the terms of the Foreign Plan have been made, or, if applicable, accrued, in accordance with normal accounting practices; (ii) the fair market value of the assets of each funded Foreign Plan, the liability of each insurer for any Foreign Plan funded through insurance, or the book reserve established for any Foreign Plan, together with any accrued contributions, is sufficient to procure or provide for the accrued benefit obligations with respect to all current and former participants in such Foreign Plan according to the actuarial assumptions and valuations most recently used to account for such obligations in accordance with applicable generally accepted accounting principles; and (iii) it has been registered as required and has been maintained in good standing with applicable Governmental Authority.

4.12    Environmental Condition. Except as set forth on Schedule 4.12, (a) to Borrowers’ knowledge, no Loan Party’s nor any of its Subsidiaries’ properties or assets has ever been used by a Loan Party, its Subsidiaries, or by previous owners or operators in the disposal of, or to produce, store, handle, treat, release, or transport, any Hazardous Materials, where such disposal, production, storage, handling, treatment, release or transport was in violation, in any material respect, of any applicable Environmental Law except as would not reasonably be expected to result in a Material Adverse Change, (b) to Borrowers’ knowledge, after due inquiry, no Loan Party’s nor any of its Subsidiaries’ properties or assets has ever been designated or identified in any manner pursuant to any environmental protection statute as a Hazardous Materials disposal site, (c) no Loan Party nor any of its Subsidiaries has received notice that a Lien arising under any Environmental Law has attached to any revenues or to any Real Property owned or operated by a Loan Party or its Subsidiaries, and (d) no Loan Party nor any of its Subsidiaries nor any of their respective facilities or operations is subject to any outstanding written order, consent decree, or settlement agreement with any Person relating to any Environmental Law or Environmental Liability that, individually or in the aggregate, would reasonably be expected to result in a Material Adverse Change.

4.13    Intellectual Property. Except as would not reasonably be expected to have a Material Adverse Change, to the knowledge of such Loan Party, each Loan Party and Subsidiary owns or has the lawful right to use all Intellectual Property necessary for the conduct of its business, and such use does not conflict with, misappropriate, infringe on or violate, in any material respect, the intellectual property rights of others. All registrations of Intellectual Property owned by a Loan Party and set forth on Schedule 4.13 are and, to the Loan Parties’ knowledge, all Intellectual Property exclusively licensed to a Loan Party as of the Sixth Amendment Effective Date, are valid, enforceable, subsisting and unexpired and have not been abandoned, except for such instances that individually or in the aggregate could not reasonably be expected to have a Material Adverse Change. There is no pending or, to the knowledge of any Senior Officer of Borrowers, threatened (in writing) pending Intellectual Property Claim that has been received by, or filed against, a Borrower in within the last three years with respect to any Loan Party, any Subsidiary or any of their Property (including any Intellectual Property) which could reasonably be expected to have a Material Adverse Change. There is no holding or judgment that has been rendered on or after the date that is five years prior to the Sixth Amendment Effective Date by any Governmental Authority or arbitrator in the United States or outside the United States which would limit

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or cancel the validity or enforceability of any Intellectual Property owned by a Loan Party, or to such Loan Party’s knowledge, any Intellectual Property licensed to a Loan Party which could reasonably be expected to have a Material Adverse Change. To the knowledge of Loan Parties, there are no any unauthorized infringing uses of any item of Intellectual Property owned by any Loan Party that could reasonably be expected to (i) lead to such item becoming invalid or unenforceable and (ii) have a Material Adverse Change. As of the Sixth Amendment Effective Date, no Loan Party or Subsidiary pays or owes, pursuant to a License, any material royalty or other material compensation to any Person with respect to any Intellectual Property. All Registered Intellectual Property owned by any Loan Party or Subsidiary as of the Sixth Amendment Effective Date is shown on Schedule 4.13.

4.14    Leases. Except as would not result in a Material Adverse Change, each Loan Party enjoys peaceful and undisturbed possession under all leases material to their business and to which they are parties or under which they are operating, and, to the extent being Properly Contested, all of such material leases are valid and subsisting and no material default by the applicable Loan Party or its Subsidiaries exists under any of them.

4.15    Deposit Accounts and Securities Accounts. Set forth on Schedule 4.15 (as updated pursuant to the provisions of the Security Agreement from time to time) is a listing of all of the Loan Parties’ Deposit Accounts and Securities Accounts, including, with respect to each bank or securities intermediary (a) the name and address of such Person, (b) the account numbers of the Deposit Accounts or Securities Accounts maintained with such Person and (c) whether such Deposit Account and/or Securities Account is subject to a Control Agreement in favor of Agent.

4.16    Complete Disclosure. No Loan Document contains any untrue statement of material fact or fails to disclose any material fact necessary to make the statements contained therein not materially misleading in light of the circumstances under which such statements are made. There is no fact or circumstance that any Loan Party has failed to disclose to Agent in writing that could reasonably be expected to have a Material Adverse Change. As of the Sixth Amendment Effective Date, the information in the Beneficial Ownership Certification is true and correct in all respects.

4.17    Material Contracts. Set forth on Schedule 4.17 is a list of the Material Contracts of each Loan Party as of the Sixth Amendment Effective Date.

4.18    Patriot Act. To the extent applicable, each Loan Party is in compliance, in all material respects, with the (a) Trading with the Enemy Act, as amended, and each of the foreign assets control regulations of the United States Treasury Department (31 CFR, Subtitle B, Chapter V, as amended) and any other enabling legislation or executive order relating thereto, and (b) Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism (USA Patriot Act of 2001) (the “Patriot Act”). No part of the proceeds of the loans made hereunder will be used by any Loan Party or any of their Affiliates, directly or indirectly, for any payments to any governmental official or employee, political party, official of a political party, candidate for political office, or anyone else acting in an official capacity, in order to obtain, retain or direct business or obtain any improper advantage, in violation of the United States Foreign Corrupt Practices Act of 1977, as amended.

4.19    Indebtedness. Set forth on Schedule 4.19 is a true and complete list of all Indebtedness (other than (i) trade payables and (ii) Indebtedness not in excess of $5,000,000 in the aggregate) of each Loan Party and each of its Subsidiaries outstanding immediately prior to the Sixth Amendment Effective Date that is to remain outstanding immediately after giving effect to the closing hereunder on the Sixth

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Amendment Effective Date and such Schedule accurately sets forth the aggregate principal amount of such Indebtedness as of the Sixth Amendment Effective Date.

4.20    Payment of Taxes. Except as otherwise permitted under Section 5.5, all tax returns and reports of each Loan Party and its Subsidiaries required to be filed by any of them have been timely filed, and all taxes shown on such tax returns to be due and payable and all similar assessments, fees and other governmental charges upon a Loan Party and its Subsidiaries and upon their respective assets, income, businesses and franchises that are due and payable have been paid when due and payable, except to the extent that the failure to do so, individually or in the aggregate, could not reasonably be expected to constitute a Material Adverse Change or to the extent being Properly Contested. Each Loan Party and each of its Subsidiaries have made adequate provision in accordance with GAAP for all taxes not yet due and payable. No Borrower knows of any proposed tax assessment against a Loan Party or any of its Subsidiaries that is not being Properly Contested, except for taxes assessed but not yet due and payable.

4.21    Margin Stock. No Loan Party nor any of its Subsidiaries is engaged principally, or as one of its important activities, in the business of extending credit for the purpose of purchasing or carrying any Margin Stock. No part of the proceeds of the loans made to Borrowers will be used to purchase or carry any such Margin Stock or to extend credit to others for the purpose of purchasing or carrying any such margin stock or for any purpose that violates the provisions of Regulation T, U or X of the Board of Governors.

4.22    Governmental Regulation. No Loan Party nor any of its Subsidiaries is subject to regulation under the Federal Power Act or the Investment Company Act of 1940 or under any other federal or state statute or regulation which may limit its ability to incur Indebtedness or which may otherwise render all or any portion of the Obligations unenforceable. No Loan Party nor any of its Subsidiaries is a “registered investment company” or a company “controlled” by a “registered investment company” or a “principal underwriter” of a “registered investment company” as such terms are defined in the Investment Company Act of 1940.

4.23    OFAC; Sanctions; Anti-Corruption Laws; Anti-Money Laundering Laws. No Loan Party or any of its Subsidiaries is in violation of any Sanctions. No Loan Party nor any of its Subsidiaries nor, to the knowledge of such Loan Party, any director, officer, employee, agent or Affiliate of such Loan Party or such Subsidiary (a) is a Sanctioned Person or a Sanctioned Entity, (b) has any assets located in Sanctioned Entities, or (c) derives revenues from investments in, or transactions with Sanctioned Persons or Sanctioned Entities. Each of the Loan Parties and its Subsidiaries has implemented and maintains in effect policies and procedures reasonably designed to ensure compliance with Sanctions, Anti-Corruption Laws and Anti-Money Laundering Laws. Each of the Loan Parties and its Subsidiaries, and to the knowledge of each such Loan Party, each director, officer, employee, agent and Affiliate of each such Loan Party and each such Subsidiary, is in compliance with all Sanctions, Anti-Corruption Laws and Anti-Money Laundering Laws. No proceeds of any Loan made or Letter of Credit issued hereunder will be used to fund any operations in, finance any investments or activities in, or make any payments to, a Sanctioned Person or a Sanctioned Entity, or otherwise used in any manner that would result in a violation of any Sanction, Anti-Corruption Law or Anti-Money Laundering Law by any Person (including any Lender, Bank Product Provider, or other individual or entity participating in any transaction).

4.24    Employee and Labor Matters. There is (i) no unfair labor practice complaint pending or, to the knowledge of Borrowers, threatened in writing against any Loan Party or its Subsidiaries before any Governmental Authority and no grievance or arbitration proceeding pending or threatened against any Loan Party or its Subsidiaries which arises out of or under any collective bargaining agreement and

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that could reasonably be expected to result in a material liability, (ii) no strike, labor dispute, slowdown, stoppage or similar action or grievance pending or threatened in writing against any Loan Party or its Subsidiaries that could reasonably be expected to result in a material liability, or (iii) to the knowledge of Borrowers, after due inquiry, no union representation question existing with respect to the employees of any Loan Party or its Subsidiaries and no union organizing activity taking place with respect to any of the employees of any Loan Party or its Subsidiaries, in each case, that could reasonably be expected to result in the incurrence by any Loan Party or its Subsidiaries of any material liabilities or obligations. No Loan Party and no Subsidiary of any Loan Party has incurred any liability or obligation resulting directly or indirectly from its breach of any provision of the Worker Adjustment and Retraining Notification Act or similar state law, in an amount that exceeds $1,000,000 in the aggregate at any one time and which remains unpaid or unsatisfied. The hours worked and payments made to employees of each Loan Party or its Subsidiaries have not been in violation of the Fair Labor Standards Act or any other applicable legal requirements, except in each case to the extent such violations could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Change. All material payments due from any Loan Party or its Subsidiaries on account of wages and employee health and welfare insurance and other benefits have been paid or accrued as a liability on the books of any Loan Party, except in each case where the failure to do so could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Change.

4.25    Eligible Accounts. As to each Account that is identified by any Borrower as an Eligible Account in a Borrowing Base Certificate submitted to Agent, such Account is (a) a bona fide existing payment obligation of the applicable Account Debtor created by the sale and delivery of Inventory or the rendition of services to such Account Debtor in the Ordinary Course of Business, (b) owed to one or more of the Borrowers, and (c) not excluded as ineligible by virtue of one or more of the excluding criteria (other than Agent-discretionary criteria) set forth in the definition of Eligible Accounts.

4.26    Eligible Inventory. As to each item of Inventory that is identified by any Borrower as Eligible Inventory in a Borrowing Base Certificate submitted to Agent, such Inventory is (a) of good and merchantable quality, free from known defects, and (b) not excluded as ineligible by virtue of one or more of the excluding criteria (other than Agent-discretionary criteria) set forth in the definition of Eligible Inventory.

4.27    Locations of Inventory and Equipment. Except as disclosed on Schedule 4.27, Inventory (if, as to any location, the aggregate book value of such Inventory kept at such location exceeds $2,000,000) and material Equipment (other than vehicles or Equipment out for repair) of the Loan Parties are not stored with a bailee, warehouseman, or similar party and are located only at, or in-transit between or to, the locations identified on Schedule 4.27 (as such Schedule may be updated pursuant to Section 5.15).

4.28    Inventory Records. Each Loan Party keeps correct and accurate records itemizing and describing the type, quality, and quantity of its and its Subsidiaries’ Inventory and the book value thereof.

4.29    Surety Obligations. Except as disclosed on Schedule 4.29, as of the Sixth Amendment Effective Date, no Loan Party or Subsidiary is obligated as surety or indemnitor under any bond or other contract that assures payment or performance of any obligation of any Person.

4.30    Burdensome Contracts. No Loan Party or Subsidiary is a party or subject to any contract, agreement or charter restriction that would reasonably be expected to have a Material Adverse Change. No Loan Party or Subsidiary is party or subject to any Restrictive Agreement other than a Permitted

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Restrictive Agreement, none of which prohibit the execution or delivery of any Loan Documents by a Loan Party nor the performance by a Loan Party of any obligations thereunder.

4.31    United Kingdom; Taiwan. Boise Engineered Wood Products Limited, a private limited company organized under the laws of the United Kingdom, is a CFC, has no material operations and owns no material assets. Boise Cascade Taiwan Limited, a private limited company organized under the laws of Taiwan, is a CFC, has no material operations and owns no material assets.

4.32    Indenture Borrowing Base. As of the date of the making of each Advance, Term Loan or other extension of credit hereunder, the Borrowers are able to incur the additional Indebtedness contemplated by such Advance, Term Loan or other extension of credit without violating Section 4.03 of the Indenture, and, after giving effect to such Advance, Term Loan or other extension of credit and any use of the proceeds thereof to repay the Obligations substantially concurrently with the funding of such Advance, Term Loan or other extension of credit, the Indenture Borrowing Base exceeds the outstanding principal amount of Obligations, including the amount of such Advance, Term Loan or other extension of credit, by an amount equal to or greater than 10% of the Maximum Revolver Amount.

4.33    Hedge Agreements. On each date that any Hedge Agreement is executed by any Hedge Provider, each Borrower and each other Loan Party satisfy all eligibility, suitability and other requirements under the Commodity Exchange Act (7 U.S.C. § 1, et seq., as in effect from time to time) and the Commodity Futures Trading Commission regulations.

5.AFFIRMATIVE COVENANTS.

Each Borrower covenants and agrees that, until termination of all of the Commitments and payment in full of the Obligations (other than indemnities and other contingent Obligations not then due and payable), such Borrower shall and shall cause each of their Subsidiaries to comply with each of the following:

5.1        Financial Statements, Reports, Certificates. Deliver to Agent, with copies to each Lender, each of the financial statements, reports, and other items set forth on Schedule 5.1 no later than the times specified therein. In addition, each Borrower agrees that no Loan Party will have a fiscal year different from that of Boise Cascade. In addition, each Borrower agrees to maintain a system of accounting that enables such Borrower to produce financial statements in accordance with GAAP. Each Loan Party shall also keep a reporting system that shows all additions, sales, claims, returns, and allowances with respect to its and its Subsidiaries’ sales.

5.2        Collateral Reporting. Provide Agent with each of the reports set forth on Schedule 5.2 at the times specified therein. In addition, each Borrower agrees to use commercially reasonable efforts in cooperation with Agent to facilitate and implement a system of electronic collateral reporting in order to provide electronic reporting of each of the items set forth on such Schedule.

5.3        Existence. Except as otherwise permitted under Section 6.3 or Section 6.4, at all times maintain and preserve in full force and effect its existence (including being in good standing in its jurisdiction of organization) and except to the extent that the failure to do so would reasonably be expected to result in a Material Adverse Change, all rights and franchises, licenses and permits material to its business.

5.4        Maintenance of Properties. Maintain and preserve in all material respects all of its assets that are necessary in the proper conduct of its business in good working order and condition, ordinary wear, tear, and casualty excepted and Permitted Asset Dispositions and dispositions not prohibited herein excepted, and comply with the material provisions of all material leases to which it is a party as lessee, so as to prevent the loss or forfeiture thereof, unless such provisions are being Properly Contested, except to the extent that the failure to do so would reasonably be expected to result in a Material Adverse Change.

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5.5        Taxes. Cause all assessments and taxes imposed, levied, or assessed against any Loan Party or its Subsidiaries, or any of their respective assets or in respect of any of its income, businesses, or franchises to be paid in full, before delinquency or before the expiration of any extension period, unless such Taxes are being Properly Contested or are of a de minimis amount, except to the extent that the failure to do so, individually or in the aggregate, could not reasonably be expected to constitute a Material Adverse Change or to the extent being Properly Contested; provided that Taxes that are determined to have been due as a result of a subsequent audit notwithstanding a good faith determination by the Loan Parties that such Taxes were not payable at the time such Taxes are determined to have been due shall not be deemed to be delinquent for purposes of this Section 5.5 so long as the Loan Parties shall pay and discharge such Taxes promptly following the auditor’s determination that such Taxes were due, unless such determination is being Properly Contested.

5.6        Insurance. At Borrowers’ expense, maintain insurance respecting each of the Loan Parties’ and their Subsidiaries’ assets wherever located, covering loss or damage by fire, theft, explosion, and all other hazards and risks as ordinarily are insured against by other Persons engaged in the same or similar businesses. Borrowers also shall maintain (with respect to each of the Loan Parties and their Subsidiaries) business interruption, general liability, product liability insurance, director’s and officer’s liability insurance, and fiduciary liability insurance, as well as insurance against larceny, embezzlement, and criminal misappropriation. All such policies of insurance shall be with responsible and reputable insurance companies acceptable to Agent (and Agent acknowledges that each insurer providing insurance on the Closing Date is acceptable) and in such amounts as is carried generally in accordance with sound business practice by companies in similar businesses similarly situated and located. All property insurance policies covering the Collateral are to be made payable to Agent for the benefit of Agent and the Lenders, as their interests may appear, in case of loss, pursuant to a standard loss payable endorsement with a standard non contributory “lender” or “secured party” clause and are to contain such other provisions as Agent may reasonably require to fully protect the Lenders’ interest in the Collateral and to any payments to be made under such policies. All certificates of property and general liability insurance are to be delivered to Agent, with the loss payable (but only in respect of Collateral) and additional insured endorsements in favor of Agent and shall provide for not less than 30 days (10 days in the case of non-payment) prior written notice to Agent of the exercise of any right of cancellation. If any Borrower fails to maintain such insurance, Agent may arrange for such insurance, but at such Borrower’s expense and without any responsibility on Agent’s part for obtaining the insurance, the solvency of the insurance companies, the adequacy of the coverage, or the collection of claims. Borrowers shall give Agent prompt notice of any loss exceeding $2,000,000 covered by its casualty or business interruption insurance. Upon the occurrence and during the continuance of an Event of Default, Agent shall have the sole right to file claims under any property and general liability insurance policies in respect of the Collateral, to receive, receipt and give acquittance for any payments that may be payable thereunder, and to execute any and all endorsements, receipts, releases, assignments, reassignments or other documents that may be necessary to effect the collection, compromise or settlement of any claims under any such insurance policies. Each Loan Party shall maintain flood insurance on its real property as required by the Flood Laws or as otherwise satisfactory to all Lenders. No real property shall be taken as Collateral unless Lenders receive at least 45 days advance notice and each Lender confirms to Agent that it has completed all flood due diligence, received copies of all flood insurance documentation and confirmed flood insurance compliance as required by the Flood Laws or as otherwise satisfactory to such Lender. At any time that any real property constitutes Collateral, no modification of a Loan Document shall add, increase, renew or extend any loan, commitment or credit line hereunder until the completion of flood due diligence, documentation and coverage as required by the Flood Laws or as otherwise satisfactory to all Lenders. If at any time the area in which any Real Property that is subject to a Mortgage is located is designated a “flood hazard area” in any Flood Insurance Rate Map published by the Federal Emergency Management Agency (or any successor agency), obtain flood insurance in such total amount and on terms that are satisfactory to Agent and all Lenders from time to time, and otherwise comply with the Flood Laws or as is otherwise satisfactory to Agent and all Lenders.

5.7        Inspection. Permit Agent and each of its duly authorized representatives or agents to visit any of the properties of any Loan Party and inspect any of its assets or books and records, to conduct appraisals and valuations, to examine and make copies of its books and records, and to discuss its affairs, finances, and accounts with, and to be advised as to the same by, its officers, employees, agents, advisors, and independent accountants at such reasonable times and intervals as Agent may designate, in each case, not less than 1 time during each calendar

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year (unless waived by Agent in its sole discretion, solely if, as of any such date of determination, Average Excess Availability (for the most recently ended four fiscal quarters) exceeds $200,000,000), and, so long as no Default or Event of Default exists, with reasonable prior notice to Administrative Borrower (so long as, with respect to advisors and accountants, a representative of the Borrowers have been afforded a reasonable opportunity to be present at such discussions).

5.8        Compliance with Laws. Comply with the requirements of all Applicable Laws, rules, regulations, and orders of any Governmental Authority, other than laws, rules, regulations, and orders the non-compliance with which, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Change.

5.9        Environmental.

(a)    Keep any property either owned or operated by Borrowers or their Subsidiaries free of any Environmental Liens or post bonds or other financial assurances sufficient to satisfy the obligations or liability evidenced by such Environmental Liens,

(b)    Comply, in all material respects, with Environmental Laws, except for such noncompliance that would not reasonably be expected to result in a Material Adverse Change,

(c)    Promptly notify Agent of any release of which any Borrower has knowledge of a Hazardous Material in any reportable quantity from or onto property owned or operated by any Borrower or its Subsidiaries, if said release could reasonably be expected to have a Material Adverse Change, and take any Remedial Actions to the extent required by applicable Environmental Law to abate said release or otherwise to come into compliance, in all material respects, with applicable Environmental Law, and

(d)    Promptly, but in any event within 5 Business Days of its receipt thereof, provide Agent with written notice of any of the following: (i) notice that an Environmental Lien has been filed against any of the real or personal property of any Borrower or its Subsidiaries, (ii) commencement of any Environmental Action or written notice that an Environmental Action will be filed against any Borrower or its Subsidiaries which, if adversely determined, would reasonably be expected to result in losses in an aggregate amount of $5,000,000 or more, and (iii) written notice of a violation, citation, or other administrative order from a Governmental Authority which, if adversely determined, would reasonably be expected to result in losses in an aggregate amount of $5,000,000 or more.

5.10        Disclosure Updates. Promptly and in no event later than 5 Business Days after obtaining knowledge thereof, notify Agent if any written information, exhibit, or report furnished to Agent or the Lenders contained, at the time it was furnished, any untrue statement of a material fact or omitted to state any material fact necessary to make the statements contained therein not misleading in light of the circumstances in which made. The foregoing to the contrary notwithstanding, any notification pursuant to the foregoing provision will not cure or remedy the effect of the prior untrue statement of a material fact or omission of any material fact nor shall any such notification have the effect of amending or modifying this Agreement or any of the Schedules hereto.

5.11        Future Subsidiaries.

(a)    Promptly notify Agent upon any Person becoming a Material Subsidiary and, if such Person is or becomes a Material Subsidiary after the Closing Date, cause it to become a Guarantor under the Guaranty, and to execute and deliver such documents, instruments and agreements and to take such other actions as Agent shall reasonably require to evidence and perfect a Lien in favor of Agent (for the benefit of the Lenders and subject to the limitations set forth in Section 4.4(b)) on all assets of such Person that would constitute Collateral at such time, including delivery of such legal opinions, in form and substance reasonably satisfactory to Agent, as it shall deem appropriate (and, if applicable, such policies of title insurance, flood certification documentation or other documentation with respect to all Real Property owned in fee and subject to a mortgage as Agent shall deem appropriate). Borrowers may elect, with the written consent of the Agent (which consent shall not be unreasonably

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withheld), to cause any Material Subsidiary to become a Borrower hereunder (as opposed to a Guarantor) by executing a joinder to this Agreement in form and substance satisfactory to Agent and causing such Material Subsidiary to execute and deliver such documents, instruments and agreements and to take such other actions as Agent shall reasonably require to evidence and perfect a Lien in favor of Agent (for the benefit of Lenders and subject to the limitations set forth in Section 4.4(b)) on all assets of such Material Subsidiary that would constitute Collateral at such time, including, without limitation, delivery of such legal opinions, appraisals and filed examinations in form and substance satisfactory to Agent, as it shall deem appropriate. Within 10 days of such formation or acquisition (or such later date as permitted by Agent in its sole discretion) provide to Agent all other documentation, which, in its opinion, is appropriate with respect to the execution and delivery of the applicable documentation referred to above. It is understood and agreed that the assets of a new Borrower shall not be eligible for advances until Agent has competed its due diligence on such assets and the new Borrower with results satisfactory to the Agent and has advised the new Borrower in writing of Agent’s credit approval.

(b)    As required by Section 6(h)(i) of the Security Agreement (but subject to Section 4 of that certain Omnibus Amendment and Reaffirmation Agreement dated as of the Sixth Amendment Effective Date by and among Borrowers, Guarantors and Agent), if any Loan Party shall acquire, obtain, receive or become entitled to receive any Pledged Interests (as such term is defined in the Security Agreement) with a value in excess of $5,000,000 after the Original Closing Date, it shall promptly (and in any event within five (5) Business Days of acquiring or obtaining such Collateral) deliver to Agent (or its agent or designee) a duly executed Pledged Interests Addendum (as such term is defined in the Security Agreement) identifying such Pledged Interests (as such term is defined in the Security Agreement).

5.12        Further Assurances. At any time upon the reasonable request of Agent, execute or deliver to Agent any and all financing statements, security agreements, pledges, assignments, opinions of counsel (and, if and to the extent granted to secure any Permitted Senior Indebtedness, endorsements of certificates of title, fixture filings, mortgages, deeds of trust, commercial tort claims), and all other documents (the “Additional Documents”) that Agent may reasonably request in form and substance reasonably satisfactory to Agent, to create, perfect, and continue perfected or to better perfect Agent’s Liens in all of the assets of each Borrower constituting “Collateral” as defined in the Security Agreement (whether now owned or hereafter arising or acquired, tangible or intangible, real or personal), to create and perfect Liens in favor of Agent in any Equipment, commercial tort claims, fixtures, and/or Real Property (if and to the extent granted to secure any Permitted Senior Indebtedness), and in order to fully consummate all of the transactions contemplated hereby and under the other Loan Documents; provided that the foregoing shall not apply to any Subsidiary of Borrowers that is a CFC. Notwithstanding anything to the contrary in this Agreement or any Loan Document, in no event shall (x) the assets of any CFC (including the Stock of any second-tier CFC) constitute security for or secure, or such assets or the proceeds of such assets be required to be available for, payment of the Obligations of Borrowers and any of the Loan Parties or (y) more than 65% of the issued and outstanding voting Stock of any first-tier CFC be required to be pledged to secure the Obligations. To the maximum extent permitted by Applicable Law, if any Borrower refuses or fails to execute or deliver any reasonably requested Additional Documents within a reasonable period of time following the request to do so, such Borrower hereby authorizes Agent to execute any such Additional Documents in the applicable Loan Party’s or its Subsidiary’s name, as applicable, and authorizes Agent to file such executed Additional Documents in any appropriate filing office. In furtherance and not in limitation of the foregoing, each Loan Party shall take such actions as Agent may reasonably request from time to time to ensure that the Obligations are guarantied by the Guarantors and are secured by substantially all of the assets of Borrowers constituting “Collateral” as defined in the Security Agreement and all of the outstanding capital Stock of Borrowers (other than Boise Cascade) and their Material Subsidiaries (subject to exceptions and limitations contained in the Loan Documents with respect to CFCs). Notwithstanding anything to the contrary contained herein (including Section 5.11 hereof and this Section 5.12) or in any other Loan Document, (x) Agent shall not accept delivery of any Mortgage from any Loan Party unless each of the Lenders has received 45 days prior written notice thereof and Agent has received confirmation from each Lender that such Lender has completed its flood insurance diligence, has received copies of all flood insurance documentation and has confirmed that flood insurance compliance has been completed as required by the Flood Laws or as otherwise satisfactory to such Lender and (y) Agent shall not accept delivery of any joinder to any Loan Document with respect to any Subsidiary of any Loan Party that is not a Loan Party, if such Subsidiary that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation unless such Subsidiary has delivered a

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Beneficial Ownership Certification in relation to such Subsidiary and each Lender has completed its Patriot Act searches, OFAC/PEP searches and customary individual background checks for such Subsidiary, the results of which shall be satisfactory to each Lender.

5.13    Lender Meetings

. Within 90 days after the close of each fiscal year of Boise Cascade, at the request of Agent or of the Required Lenders and upon reasonable prior notice, hold a meeting (at a mutually agreeable location and time or, at the option of Agent, by conference call) with all Lenders who choose to attend such meeting at which meeting shall be reviewed the financial results of the previous fiscal year and the financial condition of Borrowers and their Subsidiaries and the projections presented for the current fiscal year of such Borrower.

5.14    OFAC; Sanctions; Anti-Corruption Laws; Anti-Money Laundering Laws. Each Loan Party will, and will cause each of its Subsidiaries to, comply with all applicable Sanctions, Anti-Corruption Laws and Anti-Money Laundering Laws. Each of the Loan Parties and its Subsidiaries shall implement and maintain in effect policies and procedures reasonably designed to ensure compliance by the Loan Parties and their Subsidiaries and their respective directors, officers, employees, agents and Affiliates with Sanctions, Anti-Corruption Laws and Anti-Money Laundering Laws.

5.15    Location of Inventory and Equipment; Chief Executive Office. Keep each Loan Parties’ Inventory (if, as to any location, the aggregate book value of such Inventory kept at such location exceeds $2,000,000) and material Equipment (other than vehicles and Equipment out for repair) only at the locations identified on Schedule 4.27 and their chief executive offices only at the locations identified on Schedule 4.6(b); provided, however, that any Borrower may amend Schedule 4.27 or Schedule 4.6(b) so long as (a) such amendment occurs by written notice to Agent not less than 10 days prior to the date on which such Inventory or material Equipment is moved to such new location or such chief executive office is relocated, (b) such new location is within the continental United States (or, in the case of Equipment, Canada), and (c) within 30 days (or such later date as Agent may agree in writing (including, via e-mail transmission)) of a request made by Agent to the Administrative Borrower following Agent’s receipt of such written notification described in the immediately preceding clause (a), the applicable Borrower shall have provided Agent a Collateral Access Agreement with respect to any such Inventory (but shall not be required for any Equipment) or any such new chief executive office.

5.16    Intellectual Property.

(a)    Borrowers shall, and shall cause each Loan Party to, subject to its reasonable business judgment, (i) continue to use each Trademark that is set forth on Schedule 4.13 in order to maintain such Trademark in full force free from any claim of abandonment for non-use, (ii) maintain, consistent with reasonable business judgment, the quality of products and services offered under each such Trademark and take all commercially reasonable steps to ensure that all licensed users of such Trademark maintain quality standards as established by such Loan Party, (iii) use reasonable efforts to use such Trademark with the appropriate notice of registration and all other notices and legends required by applicable law, (iv) not adopt or use any mark owned by any Loan Party which is confusingly similar or a colorable imitation of such Trademark unless Agent, for the benefit of the Lenders, shall be entitled to obtain a perfected security interest in such mark pursuant to this Agreement, the Trademark Security Agreement and any other Security Document, immediately following such adoption or use, and (v) not knowingly (and not knowingly permit any licensee or sublicensee thereof to, subject to existing Licenses) do any act or knowingly omit to do any act whereby any registration of such Trademark would be reasonably likely to become invalidated or impaired in any way; in each case with respect to clauses (i) to (v), except for such instances of non-compliance, that individually or in the aggregate, could not reasonably be expected to have Material Adverse Change.

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(b)    Borrowers shall not, and shall cause each Loan Party to not, except in accordance with its reasonable business judgment, knowingly (and not knowingly permit any licensee or sublicensee thereof to) do any act, or omit to do any act, whereby any Patent owned by a Loan Party that is set forth on Schedule 4.13 would be reasonably likely to become forfeited, abandoned or dedicated to the public, except for such instances of non-compliance, that individually or in the aggregate, could not reasonably be expected to have Material Adverse Change.

(c)    Borrowers shall not, and shall cause each Loan Party to not, except in accordance with its reasonable business judgment, knowingly (and will not knowingly permit any licensee thereof to, subject to existing Licenses) (i) do any act or knowingly omit to do any act whereby any material portion of such Copyrights owned by a Loan Party would be reasonably likely to become invalidated or otherwise impaired, or (ii) do any act which would be reasonably likely to cause any material portion of the Copyrights owned by a Loan Party to fall into the public domain, except, in each case, for such instances of non-compliance, that individually or in the aggregate, could not reasonably be expected to have Material Adverse Change.

(d)    Borrowers shall not, and shall cause each Loan Party to not, except in accordance with its reasonable business judgment, (a) do any act that uses any Intellectual Property to infringe, misappropriate or violate the intellectual property rights of any other Person if such act is (i) done knowingly in violation of such other person’s rights and (ii) could reasonably be expected to have a Material Adverse Change, except, in each case, for such instances of non-compliance, that individually or in the aggregate, could not reasonably be expected to have Material Adverse Change.

(e)    Concurrently with the delivery each Compliance Certificate required by Section 5.1, Borrowers shall notify Agent (i) if it or any other Loan Party has obtained additional ownership interests in any Registered Intellectual Property during the period then ended that has not become a part of the Collateral as of such date and (ii) if it knows that any application or registration included in the Registered Intellectual Property owned or exclusively licensed by a Loan Party has become forfeited, abandoned or dedicated to the public, or of any materially adverse determination of any Governmental Authority regarding any Loan Party’s ownership of or right to use, or the validity of, any such Intellectual Property or such Loan Party’s right to register the same, to own and maintain the same or use the same, except for (x) office actions issued by the United States Patent and Trademark Office, the United States Copyright Office or any similar office, agency or Governmental Authority in any other country or any political subdivision thereof during the ordinary course of prosecution of any applications for any Intellectual Property, and (y) such instances of non-compliance, forfeit, dedication to the public, or abandonment, and such determinations, that, individually or in the aggregate, could not reasonably be expected to have Material Adverse Change.

(f)    Subject to such Loan Party’s reasonable business judgment, Borrowers shall, and shall cause each other Loan Party to, take all reasonable and necessary steps, including in any proceeding before the United States Patent and Trademark Office, the United States Copyright Office or any similar office, agency or Governmental Authority in any other country or any political subdivision thereof, to maintain and pursue each pending application (and to obtain the relevant registration) and to maintain each registration of Intellectual Property owned by a Loan Party including the payment of required fees and taxes, the filing of responses to office actions issued by the United States Patent and Trademark Office and the United States Copyright Office, the filing of applications for renewal or extension, the filing of affidavits of use and affidavits of incontestability, the filing of divisional, continuation, continuation-in-part, reissue, and renewal applications or extensions, the payment of maintenance fees, and the participation in interference, reexamination, opposition, cancellation, infringement and

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misappropriation proceedings, except for such instances of non-compliance, that individually or in the aggregate, could not reasonably be expected to have a Material Adverse Change.

(g)    Notwithstanding anything to the contrary set forth in this Section 5.16, Borrower shall not, and shall cause each other Loan Party to not, without the prior written consent of Agent, abandon any registration of its material Intellectual Property, unless (i) such Loan Party shall have determined, in its discretion, reasonably exercised, that the use or the pursuit or maintenance of such registration of Intellectual Property is no longer commercially reasonable or desirable in the conduct of such Loan Party’s business or (ii) the loss thereof, individually or in the aggregate with other Intellectual Property abandoned pursuant to this Section 5.16(g), could not reasonably be expected to have a Material Adverse Change. Upon the request of Agent, such Loan Party shall prepare and deliver to Agent a summary of any registrations of material Intellectual Property so abandoned.

(h)    In the event that any Borrower or other Loan Party becomes aware that any material Intellectual Property owned by a Loan Party has been infringed, misappropriated or diluted in any material respect by another party, Borrowers shall, and shall cause the relevant Loan Party to, take such actions and cause its Subsidiaries to take such actions, as such Loan Party shall reasonably deem appropriate under the circumstances (to the extent such infringement, misappropriation, or dilution could reasonably be expected to have a Material Adverse Change, as Agent may reasonably request) to protect, maintain, enforce and preserve the full value of such Intellectual Property.

(i)    Borrower shall, and shall cause each other Loan Party to, take all reasonably necessary steps reasonable under the circumstances to protect the secrecy of all material Trade Secrets of such Loan Party, except for such instances of non-compliance that, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Change.

5.17    Administration of Deposit Accounts; Controlled Accounts.

(a)    Each Borrower shall, and shall cause each other Loan Party to, (i) establish and maintain cash management services of a type and on terms reasonably satisfactory to Agent at one or more of the banks set forth on Schedule 4.15 (each a “Controlled Account Bank”), and shall take reasonable steps to ensure that all of its and each other Loan Party’s Account Debtors forward payment of the amounts owed by them directly to a Controlled Deposit Account maintained at one of the Controlled Account Bank, and (ii) deposit or cause to be deposited promptly, and in any event no later than the first Business Day after the date of receipt thereof, all of their Collections (including those sent directly by their Account Debtors to a Borrower or other Loan Party) into a Controlled Deposit Account maintained at one of the Controlled Account Banks.

(b)    Each Borrower shall, and shall cause each other Loan Party to, establish and maintain Control Agreements with Agent and the applicable Controlled Account Bank or the applicable bank at which a Controlled Deposit Account is maintained. Each such Control Agreement shall provide (unless otherwise agreed to by Agent in its discretion), among other things, that (i) the applicable bank will comply with any instructions originated by Agent directing the disposition of the funds in such Controlled Deposit Account without further consent by the applicable Borrower or other Loan Party, (ii) the applicable bank waives, subordinates, or agrees not to exercise any rights of setoff or recoupment or any other claim against the applicable Controlled Deposit Account other than for payment of its service fees and other charges directly related to the administration of such Controlled Deposit Account and for returned checks or other items of payment, and (iii) upon the instruction of Agent (an “Activation Instruction”), the applicable bank will forward by daily sweep all amounts in the applicable Controlled

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Deposit Account to the Agent’s Account. Agent agrees not to issue an Activation Instruction with respect to the Controlled Deposit Accounts except during a Cash Dominion Trigger Period. Agent agrees to use commercially reasonable efforts to rescind an Activation Instruction (the “Rescission”) if (x) a Cash Dominion Trigger Period during which such Activation Instruction was issued is no longer in effect, and (y) no other Cash Dominion Trigger Period has commenced and is continuing prior to the date of the Rescission or is reasonably expected to occur on or immediately after the date of the Rescission.

(c)    Each Loan Party shall be the sole account holder of each of its Deposit Accounts and Borrowers shall not (and shall not permit any other Loan Party to) allow any other Person (other than Agent) to have control over any such Deposit Account or any property deposited therein. Borrowers shall promptly notify Agent of any opening or closing of a Deposit Account by any Loan Party. The Borrowers shall not permit the balance of funds contained in any Deposit Account of any Loan Party that is not subject to a Control Agreement (other than Deposit Accounts used solely for the purpose of making tax, payroll, or employee benefit payments) to exceed $250,000 at any time, and shall not permit the balance of funds contained in all Deposit Accounts of the Loan Parties that are not subject to Control Agreements (other than Deposit Accounts used solely for the purpose of making tax, payroll, or employee benefit payments) to exceed $500,000 at any time.

(d)    So long as no Default or Event of Default has occurred and is continuing, Borrowers may amend Schedule 4.15 to add, delete or replace a Controlled Account Bank or a Controlled Deposit Account; provided, however, that (i) any such prospective Controlled Account Bank shall be reasonably satisfactory to Agent, and (ii) prior to the time of the opening of such Controlled Deposit Account, the applicable Loan Party and such prospective Controlled Account Bank shall have executed and delivered to Agent a Control Agreement. Each Borrower shall (and shall cause each other Loan Party to) close any of its Controlled Deposit Accounts (and establish replacement Controlled Deposit Accounts in accordance with the foregoing sentence) as promptly as practicable and in any event within 60 days of notice from Agent that the operating performance, funds transfer, or availability procedures or performance of the Controlled Account Bank with respect to Controlled Deposit Accounts or Agent’s liability under any Control Agreement with such Controlled Account Bank is no longer acceptable in Agent’s reasonable judgment.

(e)    Each Loan Party shall be the sole account holders of each of its Securities Accounts and Borrowers shall not (and shall not permit any other Loan Party to) allow any other Person (other than Agent) to have control over any such Securities Account or any property deposited therein. Borrowers shall promptly notify Agent of any opening or closing of a Securities Account by any Loan Party. The Borrowers shall not permit the balance of assets contained in any Securities Account of any Loan Party that is not subject to a Control Agreement to exceed $250,000 at any time, and shall not permit the balance of funds and other assets contained in all Securities Accounts of the Loan Parties that are not subject to Securities Account Control Agreements to exceed $500,000 at any time.

5.18    Farm Credit Equities.

(a)    So long as (i) a Farm Credit Lender is a Lender or Voting Participant hereunder and (ii) such Farm Credit Lender has notified the Administrative Borrower that it is eligible to receive patronage distributions directly from such Farm Credit Lender or one of its Affiliates on account of the Term Loans made (or participated in) by such Farm Credit Lender hereunder, the Administrative Borrower will, as a condition to its eligibility to receive such patronage distributions, acquire equity in such Farm Credit Lender or one of its Affiliates in such amounts and at such times as such Farm Credit Lender may require in accordance with such Farm Credit Lender’s or its Affiliate’s bylaws and capital

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plan or similar documents (as each may be amended from time to time); provided, however, that, notwithstanding anything to the contrary contained herein, the maximum amount of equity that the Administrative Borrower may be required to purchase in such Farm Credit Lender or one of its Affiliates in connection with the Loans made by such Farm Credit Lender hereunder shall not exceed the maximum amount required by the applicable bylaws, capital plan and related documents, in each case, (x) as in effect (and in the form provided to the Administrative Borrower) on the Closing Date or (y) in the case of a Farm Credit Lender that becomes a Lender or Voting Participant as a result of an assignment or sale of a participation or sub-participation, as in effect (and in the form provided to the Administrative Borrower) at the time of the closing of the related assignment or sale of participation or sub-participation. The Administrative Borrower acknowledges receipt of the bylaws and capital plan or similar documents from each Farm Credit Lender or its Affiliate (together with any similar documents delivered to the Administrative Borrower in connection with a Farm Credit Lender that becomes a Lender or Voting Participant as a result of an assignment or sale of a participation or sub-participation after the Closing Date, the “Farm Credit Equity Documents”), which describe the nature of the stock and/or other equities in such Farm Credit Lender or its Affiliate required to be acquired by the Administrative Borrower in connection with the Term Loans made (or participated in) by such Farm Credit Lender (the “Farm Credit Equities”), as well as applicable capitalization requirements, and the Administrative Borrower agrees to be bound by the terms thereof.

(b)    Each party hereto acknowledges that (i) the applicable Farm Credit Equity Documents shall govern (x) the rights and obligations of the parties with respect to the Farm Credit Equities of a Farm Credit Lender (or its Affiliate) and any patronage refunds or other distributions made on account thereof or on account of the Administrative Borrower’s patronage with the respective Farm Credit Lenders, (y) the Administrative Borrower’s eligibility for patronage distributions from the respective Farm Credit Lenders or their Affiliates (in the form of Farm Credit Equities and/or cash) and (z) patronage distributions, if any, in the event of a sale by a Farm Credit Lender of participations or sub-participations in the Term Loans made (or participated in) by such Farm Credit Lender, (ii) patronage refunds or other distributions by each Farm Credit Lender or one of its Affiliates are subject to various conditions, including approval by the applicable board of directors of such Farm Credit Lender or Affiliate with respect to each such refund or other distribution and (iii) the Administrative Borrower (and not an Affiliate of the Administrative Borrower) will be the owner of the Farm Credit Equities issued by the applicable Farm Credit Lender or an Affiliate thereof. Each Farm Credit Lender reserves the right to assign or sell participations or sub-participations in all or any part of its Term Loan Commitments or outstanding Term Loan hereunder on a non-patronage basis (and/or to a Lender that pays no patronage or pays patronage that is lower than the patronage paid by the transferring Farm Credit Lender) in accordance with Section 13.1.

(c)    Each party hereto acknowledges that each Farm Credit Lender (or its Affiliate) has a statutory first lien pursuant to the Farm Credit Act on all Farm Credit Equities of such Farm Credit Lender (or its Affiliate) that the Administrative Borrower may now own or hereafter acquire, which statutory lien shall be for such Farm Credit Lender’s (or its Affiliate’s) sole and exclusive benefit. The Farm Credit Equities of a particular Farm Credit Lender (or its Affiliate) shall not constitute security for the Obligations due to any other Lender. To the extent that any of the Loan Documents create a Lien on the Farm Credit Equities of a Farm Credit Lender (or its Affiliate) or on patronage accrued by such Farm Credit Lender (or its Affiliate) for the account of the Administrative Borrower (including, in each case, proceeds thereof), such Lien shall be for such Farm Credit Lender’s sole and exclusive benefit and shall not be subject to pro rata sharing hereunder. Neither the Farm Credit Equities nor any accrued patronage shall be offset against the Obligations except that, in the event of an Event of Default, a Farm Credit Lender may elect, solely at its discretion, to apply the cash portion of any patronage distribution or

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retirement of equity made with respect to the Farm Credit Equities of such Farm Credit Lender or its Affiliate to amounts owed to such Farm Credit Lender under this Agreement, whether or not such amounts are currently due and payable. The Administrative Borrower acknowledges that any corresponding tax liability associated with such application is the sole responsibility of the Administrative Borrower. No Farm Credit Lender shall have an obligation to retire the Farm Credit Equities of such Farm Credit Lender upon any Event of Default, Default or any other default by the Administrative Borrower, or at any other time, either for application to the Obligations or otherwise.

6.NEGATIVE COVENANTS.

Each Borrower covenants and agrees that, until termination of all of the Commitments and payment in full of the Obligations (other than indemnities and other contingent Obligations not then due and payable), such Borrower will not do (except as expressly set forth below) and will not permit any of its Subsidiaries (except as expressly set forth below) to do any of the following:

6.1        Indebtedness. Create, incur, guarantee or suffer to exist any Indebtedness, except for the following (collectively, “Permitted Indebtedness”):

(a)    the Obligations (including Bank Product Obligations);

(b)    Subordinated Indebtedness;

(c)    Permitted Purchase Money Indebtedness;

(d)    Indebtedness (other than the Obligations, Subordinated Indebtedness, and Permitted Purchase Money Indebtedness) described on Schedule P-1, but only to the extent outstanding on the Sixth Amendment Effective Date;

(e)    [Intentionally Omitted];

(f)    Indebtedness that is in existence when a Person becomes a Subsidiary or that is secured by an asset when such asset is acquired by a Borrower or Subsidiary, as long as such Indebtedness (i) was not incurred in contemplation of such Person becoming a Subsidiary or such acquisition, (ii) is unsecured or secured by assets other than Accounts and Inventory, and (iii) does not exceed in the aggregate at any time the greater of (A) $25,000,000 and (B) 30% of the value of the Person being acquired (if the transaction involves the acquisition of a Person);

(g)    Permitted Contingent Obligations;

(h)    Refinancing Indebtedness;

(i)    other Indebtedness that is not included in any of the preceding clauses of this Section, is not secured by a Lien, and does not exceed $2,000,000 in the aggregate at any time;

(j)    Indebtedness of (i) any Loan Party owing to any other Loan Party, (ii) any Subsidiary that is not a Loan Party owing to any other Subsidiary that is not a Loan Party, (iii) any Loan Party owing to any Subsidiary that is not a Loan Party (so long as such Indebtedness is subordinated to the Obligations on customary terms and conditions) or (iv) any Subsidiary that is not a Loan Party owing to any Loan Party so long as such Indebtedness constitutes a Permitted Investment;

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(k)    purchase price adjustment and similar obligations incurred by the Borrowers or any Subsidiary in connection with a Permitted Investment, to the extent such obligations constitute Indebtedness;

(l)    other unsecured Indebtedness in an aggregate principal amount not to exceed $100,000,000 (the “Add-On Debt”), so long as (i) after giving effect to the incurrence of such Indebtedness, and any use of the proceeds thereof to repay Indebtedness substantially concurrently with the funding of such Indebtedness (to the extent such repayment is permitted by this Agreement), in each case on a pro forma basis, (x) the Borrowers would be in compliance with the financial covenants set forth in Section 7 and (y) no Default or Event of Default shall have occurred and be continuing and (ii) any such Indebtedness shall have a final maturity date no earlier than 90 days after the Term Loan Maturity Date;

(m)    any (but not greater than one; provided that a combination of the following up to an aggregate principal amount not in excess of $350,000,000400,000,000 plus capitalized interest, fees, and expenses, incurred in connection therewith shall be permitted) of the following: (i) the Existing Senior Notes, (ii) Permitted Senior Indebtedness in respect of the Existing Senior Notes (or any permitted Refinancing Indebtedness in respect thereof) or (iii) Refinancing Indebtedness of the Existing Senior Notes (or any permitted Refinancing Indebtedness in respect thereof);

(n)    any other Indebtedness (which may be secured by Liens on assets that do not constitute Collateral); provided that (i) the Payment Conditions are satisfied both immediately before and immediately after giving effect to the incurrence of such Indebtedness and any use of the proceeds thereof to repay Indebtedness substantially concurrently with the funding of such Indebtedness (to the extent such repayment is permitted by this Agreement) and (ii) if secured by Liens (other than in respect of Purchase Money Indebtedness or Finance Lease Obligations), such Indebtedness shall be subject to an intercreditor agreement acceptable to Agent and the Required Lenders addressing, among other things, the provision to Agent of customary access rights regarding any Equipment and/or Real Property securing such Indebtedness; and provided, further, that any such Indebtedness in excess of $5,000,000 in the aggregate shall have (x) a final maturity date no earlier than 90 days after the Term Loan Maturity Date and (y) other than in the case of Indebtedness incurred by the Borrowers under that certain Term Loan Agreement dated as of March 30, 2016 (as amended by that certain First Amendment to Term Loan Agreement dated as of December 8, 2016) by and among the Borrowers, the lenders that are signatories thereto and American AgCredit, PCA as the administrative agent thereunder, a weighted average life to maturity of not less than seven years;

(o)    Indebtedness in respect of Hedge Agreements not entered into for speculative purposes;

(p)    Indebtedness in respect of customs, stay, performance, bid, appeal and surety bonds and completion guarantees and similar obligations not in connection with Indebtedness for borrowed money, in each case provided in the Ordinary Course of Business, including those incurred to secure health, safety and environmental obligations;

(q)    Indebtedness consisting of (i) financing of insurance premiums or (ii) take or pay obligations contained in supply agreements, in each case arising in the Ordinary Course of Business and not in connection with Indebtedness for borrowed money;

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(r)    Indebtedness representing deferred compensation to employees of the Borrowers (or any direct or indirect parent thereof) and the Subsidiaries incurred in the Ordinary Course of Business;

(s)    Indebtedness of foreign Subsidiaries under local working capital lines in an aggregate principal amount not exceeding $25,000,000 at any time outstanding;

(t)    Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the Ordinary Course of Business; provided that such Indebtedness is extinguished within five Business Days of its incurrence;

(u)    cash management obligations and Indebtedness in respect of netting services, overdraft facilities, employee credit card programs, cash pooling arrangements or similar arrangements in connection with cash management and deposit accounts; provided that, with respect to any cash pooling arrangements, the total amount of all deposits subject to any such cash pooling arrangement at all times equals or exceeds the total amount of overdrafts that may be subject to such cash pooling arrangements;

(v)    Indebtedness in respect of bid, performance, or surety bonds, workers’ compensation claims, self-insurance obligations, and bankers acceptances issued for the account of any Borrower in the Ordinary Course of Business;

(w)    Indebtedness arising in connection with endorsement of instruments for deposit in the Ordinary Course of Business;

(x)    Indebtedness consisting of customer deposits and advance payments received in the Ordinary Course of Business from customers for goods purchased; and

(y)    Indebtedness owing for the acquisition of the Farm Credit Equities and any other stock or securities of, or investments in, the Farm Credit Lenders in accordance with Section 5.18 to the extent the Borrowers did not acquire the same for cash on the Closing Date, and which Indebtedness shall not exceed $10,000 in the aggregate at any time outstanding; and

(z) any permitted Upsized Refinancing Indebtedness of the Existing Senior Notes (or any permitted Refinancing Indebtedness or permitted Upsized Refinancing Indebtedness in respect thereof).

The accrual of interest or dividends, the accretion of accreted value, the accretion or amortization of original issue discount, and the payment of interest or dividends solely in the form of additional Indebtedness shall not be deemed to be an incurrence of Indebtedness of purposes of this Section 6.1.

6.2        Liens. Create or suffer to exist any Lien upon any of its property, except the following (collectively, “Permitted Liens”):

(a)    Liens in favor of Agent;

(b)    Purchase Money Liens securing Permitted Purchase Money Indebtedness;

(c)    Liens for Taxes being Properly Contested or not yet delinquent;

(d)    statutory Liens (other than Liens for Taxes or imposed under ERISA) arising in the Ordinary Course of Business, but only if (i) payment of the obligations secured thereby is not yet due or is being Properly Contested, and (ii) such Liens do not materially impair the value or use of the property or materially impair operation of the business of the Loan Parties taken as a whole;

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(e)    Liens incurred or deposits made in the Ordinary Course of Business to secure the performance of tenders, bids, leases, contracts (except those relating to Indebtedness for borrowed money), statutory obligations and other similar obligations, or arising as a result of progress payments under government contracts, as long as such Liens are at all times junior to Agent’s Liens (if Agent has a Lien on the property subject to such Lien);

(f)    Liens arising in the Ordinary Course of Business in respect of property subject to Collateral Access Agreements;

(g)    Liens arising by virtue of a judgment or judicial order against any Loan Party or Subsidiary, or any property of a Loan Party or Subsidiary, as long as such Liens are (i) in existence for less than 20 consecutive days or being Properly Contested, and (ii) at all times junior to Agent’s Liens (if Agent has a Lien on the property subject to such Lien);

(h)    easements, rights-of-way, restrictions, covenants or other agreements of record, and other similar charges or encumbrances on Real Estate, that do not secure any monetary obligation and do not in the aggregate materially interfere with the Ordinary Course of Business;

(i)    existing Liens shown on Schedule P-2;

(j)    carriers’, warehousemen’s, mechanics’, loggers’, materialmen’s, repairmen’s and other like Liens imposed by law, arising in the Ordinary Course of Business and securing obligations that are not overdue by more than 60 days or are being Properly Contested;

(k)    pledges and deposits made in the Ordinary Course of Business in compliance with workers’ compensation, unemployment insurance and other social security laws or regulations or in connection with the purchase or harvest of timber and logs;

(l)    any Lien on any property or asset acquired after the Closing Date and existing prior to the acquisition thereof by the Borrowers or any Subsidiary or existing on any property or asset of any Person that becomes a Subsidiary after the Closing Date that exists prior to the time such Person becomes a Subsidiary; provided that (i) such Lien is not created in contemplation of or in connection with such acquisition or such Person becoming a Subsidiary, as the case may be, (ii) such Lien shall not apply to any other property or assets of the Borrowers or any Subsidiary, (iii) such Liens does not extend to any property arising or acquired after the date of acquisition and (iv) such Lien shall secure only those obligations which it secures on the date of such acquisition or the date such Person becomes a Subsidiary, as the case may be, and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof (other than with respect to (A) the capitalization of interest and (B) the capitalization of any prepayment premiums payable in respect of the obligations so extended, renewed or replaced);

(m)    Liens arising from precautionary financing statements filed with respect to any lease or consignment transaction;

(n)    Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods;

(o)    Liens on insurance policies and the proceeds thereof securing the financing of the premiums with respect thereto;

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(p)    licenses, sublicenses, leases and subleases entered into in the ordinary course of business and any landlords’ liens arising under any such leases;

(q)    Liens arising solely under Article 4 of the Code relating to collection on items in collection and documents and proceeds related thereto and normal and customary rights of setoff or Liens upon deposits in favor of depository banks and other intermediary or depository institutions or as otherwise agreed to by Agent;

(r)    Liens securing Permitted Senior Indebtedness on (i) assets not exceeding the scope of the Notes Priority Collateral Assets, if such Lien is a first-priority Lien, and (ii) on other assets, if such Lien is subordinated to Agent’s Lien on those assets, in each case under clause (i) or (ii), subject to an intercreditor agreement on terms and conditions reasonably acceptable to Agent and the Required Lenders;

(s)    other Liens on assets not constituting Collateral securing Indebtedness permitted under Section 6.1(n);

(t)    ground leases in respect of Real Property on which facilities owned or leased by the Borrowers or any of their Subsidiaries are located;

(u)    licenses of intellectual property (including Intellectual Property) granted by any Borrower in the Ordinary Course of Business and not interfering in any material respect with the Ordinary Course of Business of Borrowers or with the ability of Agent to enforce its Liens or exercise remedies against any Collateral;

(v)    Liens (i) on cash advances in favor of the seller of any property to be acquired as part of a Permitted Acquisition or (ii) consisting of an agreement to dispose of any property in an Asset Disposition permitted under the terms of this Agreement, in each case solely to the extent necessary to accomplish such Permitted Acquisition or Asset Disposition; and

(w)    statutory liens in favor of a Farm Credit Lender or its Affiliate pursuant to the Farm Credit Act on all Farm Credit Equities of such Farm Credit Lender or its Affiliate that a Borrower may now own or hereafter acquire, which statutory lien shall be for such Farm Credit Lender’s (or its Affiliate’s) sole and exclusive benefit.

6.3        Restrictions on Fundamental Changes. Merge, combine or consolidate with any Person, or liquidate, wind up its affairs or dissolve itself, in each case whether in a single transaction or in a series of related transactions, except that (i) any Subsidiary may merge into a Borrower in a transaction in which such Borrower is the surviving entity, (ii) any Subsidiary may merge into any other Subsidiary in a transaction in which the surviving entity is a Subsidiary and if any party to such merger is a Loan Party, such surviving entity is a Loan Party, (iii) any Subsidiary may liquidate or dissolve if Boise Cascade determines in good faith that such liquidation or dissolution is in the best interests of the Borrowers and is not materially disadvantageous to the Lenders, (iv) any Borrower may permit another Person to merge or consolidate with such Borrower or a Subsidiary in order to effect a Permitted Investment (provided that the surviving entity is a Borrower or a wholly-owned Subsidiary) and (v) a Subsidiary may merge into and consolidate with another Person in order to effect a transaction in which all the Stock of such Subsidiary owned directly or indirectly by the Borrowers would be disposed of pursuant to a Permitted Asset Disposition.

6.4        Disposal of Assets. Make any Asset Disposition (including by an allocation of assets among newly divided limited liability companies pursuant to a “plan of division”) except (a) a Permitted Asset Disposition, and (b) any other Asset Disposition approved in writing by Agent and Required Lenders; provided that the Net Cash

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Proceeds from any Asset Disposition made during a Borrowing Base Reporting Trigger Period shall be remitted to Agent for application against outstanding Obligations in accordance with the priorities set forth in Section 2.4(b); and provided, further, that (i) any Asset Disposition shall in any event be for fair value and (ii) in no event shall the Loan Parties be permitted to sell, lease, transfer, or otherwise dispose of all or substantially all of the assets of any Borrower, whether in a single transaction or a series of related transactions, except to another Borrower or as permitted by Section 6.3.

6.5        Change Name. Change its name, change its tax, charter or other organizational identification number, or change its form or state of organization, in each case except on 10 Business Days’ prior notice and so long as the Borrowers provide Agent with all appropriate documentation (and confirmation of filing thereof) that Agent reasonably requests to confirm the continued perfection of its security interests in the Collateral; provided, however, that this Section 6.5 shall only apply to the Loan Parties.

6.6        Nature of Business. Engage in any business, other than its business as conducted on the Closing Date and any activities incidental thereto.

6.7        Prepayments and Amendments.

(a)    Make any payments (whether voluntary or mandatory, or a prepayment, redemption, retirement, defeasance or acquisition) with respect to any Specified Indebtedness or the Add-On Debt, except (a) regularly scheduled payments of principal, interest and fees (but only, with respect to Specified Indebtedness that is Subordinated Indebtedness and/or any permitted Refinancing Indebtedness in respect thereof, to the extent not otherwise prohibited under any subordination agreement or intercreditor agreement relating to such Indebtedness), and (b) any prepayment, redemption, retirement, defeasance or acquisition of Specified Indebtedness or the Add-On Debt (together with, in each case, any accrued interest and premiums thereon); provided that in the case of clause (b), the Payment Conditions are satisfied both immediately before and immediately after giving effect to the prepayment, redemption, retirement, defeasance or acquisition of such Specified Indebtedness or Add-On Debt (as the case may be).

(b)    Amend, modify, or otherwise change any of its Governing Documents as in effect on the Closing Date in any material respect, except for (i) changes required by or reasonably related to any transaction permitted under Section 6.3 or 6.5 and (ii) changes that are not materially adverse to the interests of the Lenders in their capacity as such.

(c)    Amend, supplement or otherwise modify any Subordinated Indebtedness Documents or any Existing Senior Notes Documents, if such modification (i) increases the principal balance of such Indebtedness, or increases any required payment of principal or interest; (ii) accelerates the date on which any installment of principal or any interest is due, or adds any additional redemption, put or prepayment provisions; (iii) shortens the final maturity date or otherwise accelerates amortization; (iv) increases the interest rate; (v) increases or adds any fees or charges; (vi) modifies any covenant in a manner or adds any representation, covenant or default that is more onerous or restrictive in any material respect for any Borrower or Subsidiary, or that is otherwise materially adverse to any Borrower, any Subsidiary or Lenders; (vii) in the case of the Existing Senior Notes (or any Permitted Senior Indebtedness or permitted Refinancing Indebtedness or permitted Upsized Refinancing Indebtedness in respect thereof) results in the Obligations not constituting “Senior Indebtedness” (or the equivalent) under the Indenture (or any indenture evidencing or governing any Permitted Senior Indebtedness or permitted Refinancing Indebtedness or permitted Upsized Refinancing Indebtedness in respect thereof); or (viii) in the case of Subordinated Indebtedness results in the Obligations not constituting “senior indebtedness” (or any functionally equivalent term) under the applicable Subordinated Indebtedness Documents or

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otherwise not being fully benefited by the subordination provisions of such Subordinated Indebtedness; provided that the Loan Parties shall be permitted to make any such amendment, supplement, or other modification solely to the extent that on the effective date thereof the Loan Parties would have been permitted to incur new Indebtedness under clauses (l), (m), or (n) or (z) of Section 6.1 in the full amount of the outstanding Specified Indebtedness to which such amendment, supplement, or other modification relates.

(d)    Amend, supplement or otherwise modify any documents evidencing any Permitted Senior Indebtedness in any manner which would violate the terms of any intercreditor or subordination agreement with Agent relating to such Indebtedness.

(e)    [Intentionally Omitted]

6.8        Hedge Agreements. Enter into any Hedge Agreement, except to hedge risks arising in the Ordinary Course of Business and not for speculative purposes.

6.9        Restricted Junior Payments.

(a)    Declare or make any Restricted Junior Payments, except:

(i)    [Intentionally Omitted]

(1)    [Intentionally Omitted]

(2)    [Intentionally Omitted]

(3)    [Intentionally Omitted]

(ii)    provided that no Application Event has occurred and is continuing immediately prior to such Restricted Junior Payments, each Subsidiary of a Borrower may make dividends or distributions to that Borrower;

(iii)    provided that the Payment Conditions are satisfied both immediately before and immediately after giving effect to such dividends or distributions and Administrative Borrower shall have delivered to Agent a certificate of a financial officer of Administrative Borrower certifying as to compliance with clauses (a) and (b) of the Payment Conditions and demonstrating (in reasonable detail) the calculations required by clause (b) thereof, Boise Cascade may make the following dividends and distributions to the extent not otherwise prohibited under this Agreement:

(1)    following an IPO, Boise Cascade may pay any dividends or distributions within 60 days after the date of declaration thereof if (1) at the date of declaration such dividend or distribution would have complied with this Section 6.9(a), (2) at the time of such dividend or distribution no other Default or Event of Default shall have occurred and be continuing (or result therefrom), and (3) Boise Cascade has public shareholders on the date of declaration of such dividends or distributions;

(2)    [Intentionally Omitted]

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(3)    repurchases of Stock deemed to occur upon exercise of stock options if such Stock represent a portion of the exercise price of such options; and

(4)    cash payments in lieu of the issuance of fractional shares in connection with the exercise of warrants, options or other securities convertible into or exchangeable for Stock of Boise Cascade or in connection with a merger, consolidation, amalgamation or other combination involving Boise Cascade; provided, however, that any such cash payment shall not be for the purpose of evading the limitation of this Section 6.9 (as determined in good faith by the board of directors or equivalent governing body of Boise Cascade); and

(iv)    provided that the Payment Conditions are satisfied both immediately before and immediately after giving effect to such dividends or distributions and Administrative Borrower shall have delivered to Agent a certificate of a financial officer of Administrative Borrower certifying as to compliance with clauses (a) and (b) of the Payment Conditions and demonstrating (in reasonable detail) the calculations required by clause (b) thereof, Boise Cascade may make any other additional dividends or distributions to the extent not otherwise prohibited under this Agreement.

(v)    [Intentionally Omitted]

(vi)     [Intentionally Omitted]

(vii) [Intentionally Omitted]

(b)    Create or suffer to exist any encumbrance or restriction on the ability of a Subsidiary of any Borrower to make any dividends or distributions to that Borrower, except for restrictions under the Loan Documents, under Applicable Law, or pursuant to a Permitted Restricted Agreement.

6.10    Accounting Methods. Make any material change in accounting treatment or reporting practices, except for (i) changes as required by GAAP, (ii) in accordance with Section 1.2, or (iii) changes that are not materially adverse to the interests of the Lenders in their capacity as such; or change its fiscal year.

6.11    Restricted Investments. Make any Restricted Investment.

6.12    Transactions with Affiliates. Enter into or be party to any transaction with an Affiliate, except (a) transactions contemplated by the Loan Documents; (b) payment of reasonable compensation to officers and employees and loans and advances permitted by Section 6.11; (c) payment of customary directors’ fees and indemnities; (d) transactions solely among Loan Parties or solely among Subsidiaries that are not Loan Parties; (e) transactions with Affiliates that were entered into prior to the Sixth Amendment Effective Date, as shown on Schedule P-3; (f) transactions with Affiliates, upon fair and reasonable terms no less favorable to Loan Parties than would be obtained in a comparable arm’s-length transaction with a non-Affiliate; (g) transactions between or among the Loan Parties not involving any other Affiliate; (h) transactions with Louisiana Timber Procurement (“LTP”) carried out in the Ordinary Course of Business with LTP in connection with its management of Boise Wood Products’ fiber procurement and disposition activities in Louisiana and adjacent states; (i) any Restricted Junior Payment permitted by Section 6.9 and Investments other than Restricted Investments; and (j) the issuance of Stock of any foreign Subsidiary to any Loan Party so long as such issuance is otherwise permitted hereunder.

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6.13        Use of Proceeds. Use the proceeds of any loan made hereunder for any purpose other than (a) on the Closing Date, to pay transactional fees, costs, and expenses incurred in connection with this Agreement, the other Loan Documents, and the transactions contemplated hereby and thereby, and (b) thereafter, for working capital and general corporate and any other lawful corporate purposes of Borrowers (including any transaction permitted by this Agreement); provided that (x) no part of the proceeds of the loans made to Borrowers will be used to purchase or carry any Margin Stock or to extend credit to others for the purpose of purchasing or carrying any such Margin Stock or for any purpose that violates the provisions of Regulation T, U or X of the Board of Governors, (y) no part of the proceeds of any Loan or Letter of Credit will be used, directly or, to Borrowers’ reasonable knowledge, indirectly, to make any payments to a Sanctioned Entity or a Sanctioned Person, to fund any investments, loans or contributions in, or otherwise make such proceeds available to, a Sanctioned Entity or a Sanctioned Person, to fund any operations, activities or business of a Sanctioned Entity or a Sanctioned Person, or in any other manner that would result in a violation of Sanctions by any Person, and (z) no part of the proceeds of any Loan or Letter of Credit will be used, directly or, to Borrowers’ reasonable knowledge, indirectly, in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any Person in violation of any Sanctions, Anti-Corruption Laws, or Anti-Money Laundering Laws.

6.14        Subsidiaries; BMD Delanco. (a) Form or acquire any Subsidiary after the Closing Date, except in accordance with Sections 5.11, 6.3, and/or 6.11; (b) permit any existing Subsidiary to issue any additional Stock except director’s qualifying interests and Stock issued to Loan Parties constituting Collateral hereunder; or (c) permit BMD Delanco to become a Material Subsidiary.

6.15        Restrictive Agreements. Become a party to any Restrictive Agreement, except (each of the following a “Permitted Restrictive Agreement”): (a) a Restrictive Agreement as in effect on the Sixth Amendment Effective Date and shown on Schedule 4.30; (b) a Restrictive Agreement relating to secured Indebtedness permitted hereunder, if such restrictions apply only to the collateral for such Indebtedness; (c) customary provisions in leases, licenses, and other contracts restricting assignment thereof; (d) any Loan Document, the Subordinated Indebtedness Documents, the Existing Senior Notes Documents or any other document evidencing Indebtedness otherwise permitted to be incurred hereunder so long as such provision do not prohibit the Borrowers from granting Liens on any of the Collateral or amend the Loan Documents or make dividends or distributions among Loan Parties; and (e) customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary pending such sale, provided such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunder.

6.16        Plans. Become party to any Multiemployer Plan or Foreign Plan that is a defined benefit plan without providing advance notice to Agent, other than any in existence on the Closing Date.

7.FINANCIAL COVENANTS.

Each Borrower covenants and agrees that, until termination of all of the Commitments and payment in full of the Obligations (other than indemnities and other contingent Obligations not then due and payable), such Borrower will:

(a)    Fixed Charge Coverage Ratio. During any Financial Covenant Trigger Period, have a Fixed Charge Coverage Ratio, measured on a month-end basis, of at least 1.0 to 1.0, determined for the applicable Rolling Period as of (i) the last day of the month most recently ended before the commencement of such Financial Covenant Trigger Period and (ii) the last day of each month thereafter until the end of such Financial Covenant Trigger Period.

8.EVENTS OF DEFAULT.

Any one or more of the following events shall constitute an event of default (each, an “Event of Default”) under this Agreement:

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8.1        If Borrowers fail to pay when due and payable, or when declared due and payable, (a) all or any portion of the Obligations consisting of interest, fees, or charges due the Lender Group, reimbursement of Lender Group Expenses, or other amounts (other than any portion thereof constituting principal) constituting Obligations (including any portion thereof that accrues after the commencement of an Insolvency Proceeding, regardless of whether allowed or allowable in whole or in part as a claim in any such Insolvency Proceeding), and such failure continues for a period of 3 Business Days, or (b) all or any portion of the principal of the Obligations;

8.2        If any Loan Party

(a)    fails to perform or observe any covenant or other agreement contained in any of (i) Sections 5.1, 5.2, 5.3 (solely if any Loan Party is not in good standing in its jurisdiction of organization), 5.6, 5.7 (solely if any Borrower refuses to allow Agent or its representatives or agents to visit such Borrower’s properties, inspect its assets or books or records, examine and make copies of its books and records, or discuss such Borrower’s affairs, finances, and accounts with officers and employees of such Borrower), or 5.17 of this Agreement, (ii) Section 6 of this Agreement, or (iii) Section 7 of this Agreement; or

(b)    fails to perform or observe any covenant or other agreement contained in this Agreement, or in any of the other Loan Documents, in each case, other than any such covenant or agreement that is the subject of another provision of this Section 8 (in which event such other provision of this Section 8 shall govern), and such failure continues for a period of 30 days after the earlier of (i) the date on which such failure shall first become known to any Senior Officer of any Borrower or (ii) the date on which written notice thereof is given to Administrative Borrower by Agent;

8.3        If one or more judgments, orders, or awards for the payment of money involving an aggregate amount of $7,500,000, or more (except to the extent fully covered (other than to the extent of customary deductibles) by insurance pursuant to which the insurer has not denied coverage) is entered or filed against a Loan Party, or with respect to any of their respective assets, and either (a) there is a period of 30 consecutive days at any time after the entry of any such judgment, order, or award during which (1) the same is not discharged, satisfied, vacated, or bonded pending appeal, or (2) a stay of enforcement thereof is not in effect, or (b) enforcement proceedings are commenced upon such judgment, order, or award;

8.4        If an Insolvency Proceeding is commenced by a Loan Party;

8.5        If an Insolvency Proceeding is commenced against a Loan Party and any of the following events occur: (a) such Loan Party consents to the institution of such Insolvency Proceeding against it, (b) the petition commencing the Insolvency Proceeding is not timely controverted, (c) the petition commencing the Insolvency Proceeding is not dismissed within 60 calendar days of the date of the filing thereof, (d) an interim trustee is appointed to take possession of all or any substantial portion of the properties or assets of, or to operate all or any substantial portion of the business of, such Loan Party, or (e) an order for relief shall have been issued or entered therein;

8.6        If a Loan Party is enjoined, restrained, or in any way prevented by court order from continuing to conduct all or any material part of the business affairs of Loan Parties, taken as a whole;

8.7        If there is a default in one or more agreements to which a Loan Party is a party with one or more third Persons relative to a Loan Party’s Indebtedness (and/or any early termination event or other similar event shall be incurred by any Loan Party in respect of any Hedge Obligation) involving an

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aggregate amount of $20,000,000 or more, and (i) in the case of Indebtedness other than a Hedge Obligation, such default (a) occurs at the final maturity of the obligations thereunder, or (b) results in a right by such third Person, irrespective of whether exercised, to accelerate the maturity of such Loan Party’s obligations thereunder or (ii) in the case of any Hedge Obligation, such event shall extend beyond any applicable cure periods or grace periods and not be waived in writing by the holder of such Hedge Obligation; provided that, in respect of Hedge Obligations of such Loan Party owed to the applicable counterparty at such time, the amount for purposes of this Section 8.7 shall be an amount equal to the Hedge Termination Value of the corresponding Hedge Agreements between such Loan Party and the applicable counterparty;

8.8        If any warranty, representation, certificate, or written statement made herein or in any other Loan Document or delivered in writing to Agent or any Lender in connection with this Agreement or any other Loan Document, in each case, by a Loan Party, proves to be untrue in any material respect (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) as of the date of issuance or making or deemed making thereof;

8.9        If the obligation of any Guarantor under a Guaranty is limited or terminated by operation of law or by such Guarantor (other than in accordance with the terms of this Agreement or any other Loan Document);

8.10    If the Security Agreement or any other Loan Document that purports to create a Lien, shall, for any reason, fail or cease to create a valid and perfected and, except to the extent of Permitted Liens, first-priority Lien on the Collateral covered thereby, except (a) as a result of a disposition of the applicable Collateral (or any Loan Party) in a transaction permitted under this Agreement, or (b) as the result of an action or failure to act on the part of Agent;

8.11    The validity or enforceability of any Loan Document shall at any time for any reason (other than solely as the result of an action or failure to act on the part of Agent) be declared to be null and void, or a proceeding shall be commenced by a Loan Party, or by any Governmental Authority having jurisdiction over a Loan Party, seeking to establish the invalidity or unenforceability thereof, or a Loan Party shall deny that such Loan Party has any liability or obligation purported to be created under any Loan Document;

8.12    An ERISA Event occurs with respect to a Pension Plan or Multiemployer Plan that has resulted or could reasonably be expected to result in liability of a Loan Party to a Pension Plan, Multiemployer Plan or PBGC, or that constitutes grounds for appointment of a trustee for or termination by the PBGC of any Pension Plan or Multiemployer Plan, and in each case a Material Adverse Change would result; a Loan Party or ERISA Affiliate fails to pay when due any installment payment with respect to its withdrawal liability under Section 4201 of ERISA and a Material Adverse Change would result; or any event similar to the foregoing occurs or exists with respect to a Foreign Plan and a Material Adverse Change would result; or

8.13    A Change of Control occurs.

9.RIGHTS AND REMEDIES.

9.1        Rights and Remedies. Upon the occurrence and during the continuation of an Event of Default, Agent may, and, at the instruction of the Required Lenders, shall (in each case under clauses (a) or (b) by written

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notice to Administrative Borrower), in addition to any other rights or remedies provided for hereunder or under any other Loan Document or by Applicable Law, do any one or more of the following:

(a)    declare the Obligations (other than the Bank Product Obligations), whether evidenced by this Agreement or by any of the other Loan Documents immediately due and payable, whereupon the same shall become and be immediately due and payable and Borrowers shall be obligated to repay all of such Obligations in full, without presentment, demand, protest, or further notice or other requirements of any kind, all of which are hereby expressly waived by each Borrower;

(b)    declare the Commitments terminated, whereupon the Commitments shall immediately be terminated together with (i) any obligation of any Lender with a Revolver Commitment hereunder to make Advances, (ii) the obligation of the Swing Lender to make Swing Loans, and (iii) the obligation of the Issuing Lender to issue Letters of Credit; and

(c)    exercise all other rights and remedies available to Agent or the Lenders under the Loan Documents or Applicable Law.

The foregoing to the contrary notwithstanding, upon the occurrence of any Event of Default described in Section 8.4 or Section 8.5, in addition to the remedies set forth above, without any notice to any Borrower or any other Person or any act by the Lender Group, the Commitments shall automatically terminate and the Obligations (other than the Bank Product Obligations), inclusive of all accrued and unpaid interest thereon and all fees and all other amounts owing under this Agreement or under any of the other Loan Documents, shall automatically and immediately become due and payable and Borrowers shall be obligated to repay all of such Obligations in full, without presentment, demand, protest, or notice of any kind, all of which are expressly waived by each Borrower.

9.2        Remedies Cumulative. The rights and remedies of the Lender Group under this Agreement, the other Loan Documents, and all other agreements shall be cumulative. The Lender Group shall have all other rights and remedies not inconsistent herewith as provided under the Code, by law, or in equity. No exercise by the Lender Group of one right or remedy shall be deemed an election, and no waiver by the Lender Group of any Event of Default shall be deemed a continuing waiver. No delay by the Lender Group shall constitute a waiver, election, or acquiescence by it.

10.WAIVERS; INDEMNIFICATION.

10.1    Demand; Protest; etc. Each Borrower waives demand, protest, notice of protest, notice of default or dishonor, notice of payment and nonpayment, nonpayment at maturity, release, compromise, settlement, extension, or renewal of documents, instruments, chattel paper, and guarantees at any time held by the Lender Group on which such Borrower may in any way be liable.

10.2    The Lender Group’s Liability for Collateral. Each Borrower hereby agrees that: (a) so long as Agent complies with its obligations, if any, under the Code, the Lender Group shall not in any way or manner be liable or responsible for: (i) the safekeeping of the Collateral, (ii) any loss or damage thereto occurring or arising in any manner or fashion from any cause, (iii) any diminution in the value thereof, or (iv) any act or default of any carrier, warehouseman, bailee, forwarding agency, or other Person, and (b) all risk of loss, damage, or destruction of the Collateral shall be borne by Borrowers.

10.3    Indemnification. Borrowers shall pay, indemnify, defend, and hold the Agent-Related Persons and the Lender-Related Persons (each, an “Indemnified Person”) harmless (to the fullest extent permitted by law) from and against any and all claims, demands, suits, actions, investigations, proceedings, liabilities, fines, costs, penalties, and damages, and all reasonable out-of-pocket fees and disbursements of attorneys, experts, or consultants and all other costs and expenses actually incurred in connection therewith or in connection with the enforcement of this indemnification (as and when they are incurred and irrespective of whether suit is brought), at any time asserted

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against, imposed upon, or incurred by any of them (a) in connection with or as a result of or related to the execution and delivery (provided that Borrowers shall not be liable for costs and expenses (including attorneys’ fees) of any Lender (other than WFCF) incurred in advising, structuring, drafting, reviewing, administering or syndicating the Loan Documents), enforcement, performance, or administration (including any restructuring or workout with respect hereto) of this Agreement, any of the other Loan Documents, or the transactions contemplated hereby or thereby or the monitoring of Borrowers’ and their Subsidiaries’ compliance with the terms of the Loan Documents (provided, however, that the indemnification in this clause (a) shall not extend to (i) disputes solely between or among the Indemnified Persons, (ii) disputes solely between or among the Lenders and their respective Affiliates; it being understood and agreed that the indemnification in this clause (a) shall extend (A) to disputes among Indemnified Persons, Lenders, and/or their Affiliates relating to any act or omission or a Loan Party and (B) to Agent (but not the Lenders) relative to disputes between or among Agent on the one hand, and one or more Lenders, or one or more of their Affiliates, on the other hand, or (iii) any Taxes or any costs attributable to Taxes, which shall be governed by Section 16 and any other matters governed by Section 2.11(l) and Section 2.13 of this Agreement), (b) with respect to any investigation, litigation, or proceeding related to this Agreement, any other Loan Document, or the use of the proceeds of the credit provided hereunder (irrespective of whether any Indemnified Person is a party thereto), or any act, omission, event, or circumstance in any manner related thereto, and (c) in connection with or arising out of any presence or release of Hazardous Materials at, on, under, to or from any assets or properties owned, leased or operated by any Borrower or any of its Subsidiaries or any Environmental Actions, Environmental Liabilities or Remedial Actions related in any way to any such assets or properties of any Borrower or any of its Subsidiaries (each and all of the foregoing, the “Indemnified Liabilities”). The foregoing to the contrary notwithstanding, no Borrower shall have any obligation to any Indemnified Person under this Section 10.3 with respect to any Indemnified Liability that a court of competent jurisdiction finally determines to have resulted from the gross negligence or willful misconduct of such Indemnified Person or its officers, directors, employees, attorneys, or agents. This provision shall survive the termination of this Agreement and the repayment of the Obligations. If any Indemnified Person makes any payment to any other Indemnified Person with respect to an Indemnified Liability as to which any Borrower was required to indemnify the Indemnified Person receiving such payment, the Indemnified Person making such payment is entitled to be indemnified and reimbursed by Borrowers with respect thereto. WITHOUT LIMITATION, THE FOREGOING INDEMNITY SHALL APPLY TO EACH INDEMNIFIED PERSON WITH RESPECT TO INDEMNIFIED LIABILITIES WHICH IN WHOLE OR IN PART ARE CAUSED BY OR ARISE OUT OF ANY NEGLIGENT ACT OR OMISSION OF SUCH INDEMNIFIED PERSON OR OF ANY OTHER PERSON.

11.NOTICES.

Unless otherwise provided in this Agreement, all notices or demands relating to this Agreement or any other Loan Document shall be in writing and (except for financial statements and other informational documents which may be sent by first-class mail, postage prepaid) shall be personally delivered or sent by registered or certified mail (postage prepaid, return receipt requested), overnight courier, electronic mail (at such email addresses as a party may designate in accordance herewith), or telefacsimile. In the case of notices or demands to Borrowers or Agent, as the case may be, they shall be sent to the respective address set forth below:

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If to Borrowers: c/o Boise Cascade Company<br>1111 West Jefferson Street, Suite 300<br>Boise, Idaho 83702<br>Attention: Chief Financial Officer<br>Fax No.: (208) 384-6566
with copies to: c/o Boise Cascade Company<br>1111 West Jefferson Street, Suite 300<br>Boise, Idaho 83702<br>Attention: Vice President and General Counsel<br>Fax No.: (208) 384-6566
If to Agent: Wells Fargo Capital Finance, LLC<br><br>2450 Colorado Avenue, Suite 3000 West<br><br>Santa Monica, CA 90404<br><br>Attention: Portfolio Manager—Boise Cascade<br><br>Fax No.: (877) 823-6809
with copies to: McGuireWoods LLP<br>77 West Wacker Drive, Suite 4100<br>Chicago, Illinois 60601<br>Attention: Philip J. Perzek<br>Fax No.: (312) 698-4555

Any party hereto may change the address at which they are to receive notices hereunder, by notice in writing in the foregoing manner given to the other party. All notices or demands sent in accordance with this Section 11, shall be deemed received on the earlier of the date of actual receipt or 3 Business Days after the deposit thereof in the mail; provided, that (a) notices sent by overnight courier service shall be deemed to have been given when received, (b) notices by facsimile shall be deemed to have been given when sent (except that, if not given during normal business hours for the recipient, shall be deemed to have been given at the opening of business on the next Business Day for the recipient) and (c) notices by electronic mail shall be deemed received upon the sender’s receipt of an acknowledgment from the intended recipient (such as by the “return receipt requested” function, as available, return email or other written acknowledgment).

12.CHOICE OF LAW AND VENUE; JURY TRIAL WAIVER.

(a)    THE VALIDITY OF THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS (UNLESS EXPRESSLY PROVIDED TO THE CONTRARY IN ANOTHER LOAN DOCUMENT IN RESPECT OF SUCH OTHER LOAN DOCUMENT), THE CONSTRUCTION, INTERPRETATION, AND ENFORCEMENT HEREOF AND THEREOF, AND THE RIGHTS OF THE PARTIES HERETO AND THERETO WITH RESPECT TO ALL MATTERS ARISING HEREUNDER OR THEREUNDER OR RELATED HERETO OR THERETO SHALL BE DETERMINED UNDER, GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

(b)    THE PARTIES AGREE THAT ALL ACTIONS OR PROCEEDINGS ARISING IN CONNECTION WITH THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS SHALL BE TRIED AND LITIGATED ONLY IN THE STATE AND, TO THE EXTENT PERMITTED BY APPLICABLE LAW, FEDERAL COURTS LOCATED IN THE

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COUNTY OF NEW YORK, STATE OF NEW YORK; PROVIDED, HOWEVER, THAT ANY SUIT SEEKING ENFORCEMENT AGAINST ANY COLLATERAL OR OTHER PROPERTY MAY BE BROUGHT, AT AGENT’S OPTION, IN THE COURTS OF ANY JURISDICTION WHERE AGENT ELECTS TO BRING SUCH ACTION OR WHERE SUCH COLLATERAL OR OTHER PROPERTY MAY BE FOUND. EACH BORROWER AND EACH MEMBER OF THE LENDER GROUP WAIVE, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, ANY RIGHT EACH MAY HAVE TO ASSERT THE DOCTRINE OF FORUM NON CONVENIENS OR TO OBJECT TO VENUE TO THE EXTENT ANY PROCEEDING IS BROUGHT IN ACCORDANCE WITH THIS SECTION 12(b).

(c)    TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EACH BORROWER AND EACH MEMBER OF THE LENDER GROUP HEREBY WAIVE THEIR RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF ANY OF THE LOAN DOCUMENTS OR ANY OF THE TRANSACTIONS CONTEMPLATED THEREIN, INCLUDING CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW OR STATUTORY CLAIMS. EACH BORROWER AND EACH MEMBER OF THE LENDER GROUP REPRESENT THAT EACH HAS REVIEWED THIS WAIVER AND EACH KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL. IN THE EVENT OF LITIGATION, A COPY OF THIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT.

(d)    EACH BORROWER HEREBY IRREVOCABLY AND UNCONDITIONALLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE STATE AND FEDERAL COURTS LOCATED IN THE COUNTY OF NEW YORK AND THE STATE OF NEW YORK, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO ANY LOAN DOCUMENTS, OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT. EACH OF THE PARTIES HERETO AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. NOTHING IN THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT AGENT MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AGAINST ANY LOAN PARTY OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTION.

(e)    NO CLAIM MAY BE MADE BY ANY LOAN PARTY AGAINST THE AGENT, THE SWING LENDER, ANY OTHER LENDER, ISSUING LENDER, ANY UNDERLYING ISSUER, OR ANY AFFILIATE, DIRECTOR, OFFICER, EMPLOYEE, COUNSEL, REPRESENTATIVE, AGENT, OR ATTORNEY-IN-FACT OF ANY OF THEM FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES OR LOSSES IN RESPECT OF ANY CLAIM FOR BREACH OF CONTRACT OR ANY OTHER THEORY OF LIABILITY ARISING OUT OF OR RELATED TO THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, OR ANY ACT, OMISSION, OR EVENT OCCURRING IN CONNECTION THEREWITH, AND EACH LOAN PARTY HEREBY WAIVES, RELEASES, AND AGREES NOT TO SUE UPON ANY CLAIM FOR SUCH DAMAGES, WHETHER OR NOT ACCRUED AND WHETHER OR NOT KNOWN OR SUSPECTED TO EXIST IN ITS FAVOR.

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13.ASSIGNMENTS AND PARTICIPATIONS; SUCCESSORS.

13.1    Assignments and Participations.

(a)    With the prior written consent of Administrative Borrower, which consent of Administrative Borrower shall not be unreasonably withheld, delayed, or conditioned and shall not be required (1) if an Event of Default has occurred and is continuing or (2) in connection with an assignment to a Person that is a Lender or an Affiliate (other than individuals) of a Lender; provided that Administrative Borrower shall be deemed to have consented to a proposed assignment unless it objects thereto by written notice to Agent within 5 Business Days after having received notice thereof, and with the prior written consent of Agent, which consent of Agent shall not be unreasonably withheld, delayed or conditioned, and shall not be required in connection with an assignment to a Person that is a Lender or an Affiliate (other than individuals) of a Lender, any Lender may assign and delegate to one or more assignees so long as such prospective assignee is an Eligible Transferee (each, an “Assignee”; provided, however, that no Loan Party or Affiliate of a Loan Party shall be permitted to become an Assignee) all or any portion of the Obligations, the Commitments and the other rights and obligations of such Lender hereunder and under the other Loan Documents, in a minimum amount (unless waived by Agent) of $5,000,000 and integral multiples of $1,000,000 (except such minimum amount shall not apply to (x) an assignment or delegation by any Lender to any other Lender or an Affiliate of any Lender or (y) a group of new Lenders, each of which is an Affiliate of each other or a Related Fund of such new Lender to the extent that the aggregate amount to be assigned to all such new Lenders is at least $5,000,000); provided, however, that (A) no Term Loan Lender shall make any such assignment if such assignment would result in more than four (4) Term Loan Lenders existing at any one time under this Agreement, unless prior to or in connection with such assignment, one or more of the Revolving Lenders shall have exercised their Term Loan purchase rights under Section 2.15 and (B) Borrowers and Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (i) written notice of such assignment, together with payment instructions, addresses, and related information with respect to the Assignee, have been given to Administrative Borrower and Agent by such Lender and the Assignee, (ii) such Lender and its Assignee have delivered to Administrative Borrower and Agent an Assignment and Acceptance and Agent has notified the assigning Lender of its receipt thereof in accordance with Section 13.1(b), and (iii) unless waived by Agent, the assigning Lender or Assignee has paid to Agent for Agent’s separate account a processing fee in the amount of $3,500.

(b)    From and after the date that Agent notifies the assigning Lender (with a copy to Administrative Borrower) that it has received an executed Assignment and Acceptance and, if applicable, payment of the required processing fee, (i) the Assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, shall be a “Lender” and shall have the rights and obligations of a Lender under the Loan Documents, and (ii) the assigning Lender shall, to the extent that rights and obligations hereunder and under the other Loan Documents have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights (except with respect to Section 10.3) and be released from any future obligations under this Agreement (and in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement and the other Loan Documents, such Lender shall cease to be a party hereto and thereto); provided, however, that nothing contained herein shall release any assigning Lender from obligations that survive the termination of this Agreement, including such assigning Lender’s obligations under Section 15 and Section 17.9(a).

(c)    By executing and delivering an Assignment and Acceptance, the assigning Lender thereunder and the Assignee thereunder confirm to and agree with each other and the other parties

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hereto as follows: (i) other than as provided in such Assignment and Acceptance, such assigning Lender makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other Loan Document furnished pursuant hereto, (ii) such assigning Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition of any Borrower or the performance or observance by any Borrower of any of its obligations under this Agreement or any other Loan Document furnished pursuant hereto, (iii) such Assignee confirms that it has received a copy of this Agreement, together with such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Acceptance, (iv) such Assignee will, independently and without reliance upon Agent, such assigning Lender or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement, (v) such Assignee appoints and authorizes Agent to take such actions and to exercise such powers under this Agreement and the other Loan Documents as are delegated to Agent, by the terms hereof and thereof, together with such powers as are reasonably incidental thereto, and (vi) such Assignee agrees that it will perform all of the obligations which by the terms of this Agreement and the other Loan Documents are required to be performed by it as a Lender.

(d)    Immediately upon Agent’s receipt of the required processing fee, if applicable, and delivery of notice to the assigning Lender pursuant to Section 13.1(b), this Agreement shall be deemed to be amended to the extent, but only to the extent, necessary to reflect the addition of the Assignee and the resulting adjustment of the Commitments arising therefrom. The Commitment allocated to each Assignee shall reduce such Commitments of the assigning Lender pro tanto.

(e)    Any Lender may at any time sell to one or more commercial banks, financial institutions, or other Persons (a “Participant”) participating interests in all or any portion of its Obligations, its Commitment, and the other rights and interests of that Lender (the “Originating Lender”) hereunder and under the other Loan Documents; provided, however, that (i) the Originating Lender shall remain a “Lender” for all purposes of this Agreement and the other Loan Documents and the Participant receiving the participating interest in the Obligations, the Commitments, and the other rights and interests of the Originating Lender hereunder shall not constitute a “Lender” hereunder or under the other Loan Documents and the Originating Lender’s obligations under this Agreement shall remain unchanged, (ii) the Originating Lender shall remain solely responsible for the performance of such obligations, (iii) Borrowers, Agent, and the Lenders shall continue to deal solely and directly with the Originating Lender in connection with the Originating Lender’s rights and obligations under this Agreement and the other Loan Documents, (iv) no Lender shall transfer or grant any participating interest under which the Participant has the right to approve any amendment to, or any consent or waiver with respect to, this Agreement or any other Loan Document, except to the extent such amendment to, or consent or waiver with respect to this Agreement or of any other Loan Document would (A) extend the final maturity date of the Obligations hereunder in which such Participant is participating, (B) reduce the interest rate applicable to the Obligations hereunder in which such Participant is participating, (C) release all or substantially all of the Collateral or guaranties (except to the extent expressly provided herein or in any of the Loan Documents) supporting the Obligations hereunder in which such Participant is participating, (D) postpone the payment of, or reduce the amount of, the interest or fees payable to such Participant through such Lender (other than a waiver of default interest), or (E) decreases the amount or postpones the due dates of scheduled principal repayments or prepayments or premiums payable to such Participant through such Lender, and (v) all amounts payable by Borrowers hereunder shall be determined as if such Lender had not sold such participation, except that, if amounts outstanding under this Agreement are due and unpaid, or shall have been declared or shall have become due and payable upon the occurrence of an

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Event of Default, each Participant shall be deemed to have the right of set off in respect of its participating interest in amounts owing under this Agreement to the same extent as if the amount of its participating interest were owing directly to it as a Lender under this Agreement. The rights of any Participant only shall be derivative through the Originating Lender with whom such Participant participates and no Participant shall have any rights under this Agreement or the other Loan Documents or any direct rights as to the other Lenders, Agent, Borrowers, the Collections of Borrowers or their Subsidiaries, the Collateral, or otherwise in respect of the Obligations. No Participant shall have the right to participate directly in the making of decisions by the Lenders among themselves.

(f)    In connection with any such assignment or participation or proposed assignment or participation or any grant of a security interest in, or pledge of, its rights under and interest in this Agreement, a Lender may, subject to the provisions of Section 17.9, disclose all documents and information which it now or hereafter may have relating to any Borrower and its Subsidiaries and their respective businesses.

(g)    Any other provision in this Agreement notwithstanding, any Lender may at any time create a security interest in, or pledge, all or any portion of its rights under and interest in this Agreement in favor of any Federal Reserve Bank in accordance with Regulation A of the Federal Reserve Bank or U.S. Treasury Regulation 31 CFR §203.24, and such Federal Reserve Bank may enforce such pledge or security interest in any manner permitted under Applicable Law.

(h)    Agent (as a non-fiduciary agent on behalf of Borrowers) shall maintain, or cause to be maintained, a register (the “Register”) on which it enters the name and address of each Lender as the registered owner of the Term Loan, the Advances and/or other Obligations (and the principal amount thereof and stated interest thereon) held by such Lender (each, a “Registered Loan”). Other than in connection with an assignment by a Lender of all or any portion of its portion of the Term Loan, the Advances and/or other Obligations to an Affiliate of such Lender or a Related Fund of such Lender (i) a Registered Loan (and the registered note, if any, evidencing the same) may be assigned or sold in whole or in part only by registration of such assignment or sale on the Register (and each registered note shall expressly so provide) and (ii) any assignment or sale of all or part of such Registered Loan (and the registered note, if any, evidencing the same) may be effected only by registration of such assignment or sale on the Register, together with the surrender of the registered note, if any, evidencing the same duly endorsed by (or accompanied by a written instrument of assignment or sale duly executed by) the holder of such registered note, whereupon, at the request of the designated assignee(s) or transferee(s), one or more new registered notes in the same aggregate principal amount shall be issued to the designated assignee(s) or transferee(s). Prior to the registration of assignment or sale of any Registered Loan (and the registered note, if any evidencing the same), Borrowers shall treat the Person in whose name such Registered Loan (and the registered note, if any, evidencing the same) is registered as the owner thereof for the purpose of receiving all payments thereon and for all other purposes, notwithstanding notice to the contrary. This Section 13.1(h) shall be construed so that the Term Loan, the Advances and other Obligations are at all times maintained in “registered form” within the meaning of Sections 163(f), 871(h)(2) and 881(c)(2) of the IRC. In the case of any assignment by a Lender of all or any portion of the Term Loan, the Advances and/or other Obligations to an Affiliate of such Lender or a Related Fund of such Lender, and which assignment is not recorded in the Register, the assigning Lender, on behalf of Borrowers, shall maintain a register comparable to the Register.

(i)    In the event that a Lender sells participations in the Registered Loan, such Lender, as a non-fiduciary agent on behalf of Borrowers, shall maintain (or cause to be maintained) a register meeting the requirements of Treasury Regulation Section 5f.103-1(c) on which it enters the name

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of all participants in the Registered Loans held by it (and the principal amount (and stated interest thereon) of the portion of such Registered Loans that is subject to such participations) (the “Participant Register”). A Registered Loan (and the Registered Note, if any, evidencing the same) may be participated in whole or in part only by registration of such participation on the Participant Register (and each registered note shall expressly so provide). Any participation of such Registered Loan (and the registered note, if any, evidencing the same) may be effected only by the registration of such participation on the Participant Register. For the avoidance of doubt, Agent (in its capacity as Agent) shall have no responsibility for maintaining a Participant Register.

(j)    Agent shall make a copy of the Register (and each Lender shall make a copy of its Participant Register in the extent it has one) available for review by Borrowers from time to time as Borrowers may reasonably request.

(k)    Notwithstanding anything in Section 13.1 to the contrary, any Farm Credit Lender that (a) has purchased a participation or sub-participation in the Term Loans in the minimum amount of $5,000,000 on or after the Closing Date, (b) is, by written notice to the Administrative Borrower and Agent (“Voting Participant Notification”), designated by the selling Lender as being entitled to be accorded the rights of a Voting Participant hereunder (any bank that is a member of the Farm Credit System so designated being called a “Voting Participant”) and (c) receives the prior written consent of the Administrative Borrower and Agent to become a Voting Participant (to the extent such consent would be required pursuant to Section 13.1(a) if such transfer were an assignment rather than a sale of a participation or sub-participation), shall be entitled to vote (and the voting rights of the selling Lender shall be correspondingly reduced), on a dollar for dollar basis, as if such participant were a Term Loan Lender, on any matter requiring or allowing a Term Loan Lender to provide or withhold its consent, or to otherwise vote on any proposed action. To be effective, each Voting Participant Notification shall, with respect to any Voting Participant, (i) state the full name, as well as all contact information required of an assignee as set forth in Exhibit A-1 hereto and (ii) state the dollar amount of the participation or sub-participation purchased. The Administrative Borrower and Agent shall be entitled to conclusively rely on information contained in notices delivered pursuant to this paragraph. Notwithstanding the foregoing, each bank or other lending institution that is a member of the Farm Credit System designated as a Voting Participant in Schedule 13.1(k) hereto shall be a Voting Participant without delivery of a Voting Participant Notification and without the prior written consent of the Administrative Borrower and Agent. The voting rights of each Voting Participant are solely for the benefit of such Voting Participant and shall not inure to any assignee or participant of such Voting Participant that is not otherwise a Voting Participant.

13.2    Successors. This Agreement shall bind and inure to the benefit of the respective successors and assigns of each of the parties; provided, however, that no Borrower may assign this Agreement or any rights or duties hereunder without the Lenders’ prior written consent and any prohibited assignment shall be absolutely void ab initio. No consent to assignment by the Lenders shall release any Borrower from its Obligations. A Lender may assign this Agreement and the other Loan Documents and its rights and duties hereunder and thereunder pursuant to Section 13.1 and, except as expressly required pursuant to Section 13.1, no consent or approval by any Borrower is required in connection with any such assignment.

14.AMENDMENTS; WAIVERS.

14.1    Amendments and Waivers

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(a)    No amendment, waiver or other modification of any provision of this Agreement or any other Loan Document (other than Bank Product Agreements or the Fee Letters), and no consent with respect to any departure by any Borrower therefrom, shall be effective unless the same shall be in writing and signed by the Required Lenders (or by Agent at the written request of the Required Lenders) and the Loan Parties that are party thereto and then any such waiver or consent shall be effective, but only in the specific instance and for the specific purpose for which given; provided, however, that no such waiver, amendment, or consent shall, unless in writing and signed by all of the Lenders directly affected thereby and all of the Loan Parties that are party thereto, do any of the following:

(i)    increase the amount of or extend the expiration date of any Commitment of any such directly affected Lender or amend, modify, or eliminate the last sentence of Section 2.4(c),

(ii)    postpone or delay any date fixed by this Agreement or any other Loan Document for any payment of principal, interest, fees, or other amounts due hereunder or under any other Loan Document,

(iii)    reduce the principal of, or the rate of interest on, any loan or other extension of credit hereunder, or reduce any fees or other amounts payable hereunder or under any other Loan Document (except (y) in connection with the waiver of applicability of Section 2.6(c) (which waiver shall be effective with the written consent of the Required Lenders), and (z) that any amendment or modification of defined terms used in the financial covenants in this Agreement shall not constitute a reduction in the rate of interest or a reduction of fees for purposes of this clause (iii)) (provided, however, that neither the amendment or waiver of any provision relevant to the calculation of Average Excess Availability nor the amendment or waiver of any Default or Event of Default shall constitute a reduction of any interest or fee hereunder and that the imposition and/or waiver of the application of interest at the Default Rate shall be subject to Required Lenders only),

(iv)    amend, modify, or eliminate this Section or any provision of this Agreement providing for consent or other action by all Lenders,

(v)    amend, modify, or eliminate Section 15.11,

(vi)    other than as permitted by Section 15.11, release Agent’s Lien in and to any of the Collateral,

(vii)    amend, modify, or eliminate the definition of “Permitted Cash Collateral Usage”, “Permitted DIP Financing”, “Required Lenders”, or “Pro Rata Share”,

(viii)    other than as permitted by Section 15.11(a), contractually subordinate or otherwise consent to any subordination of any of Agent’s Liens (other than (x) Liens upon any Notes Priority Collateral Assets in connection with the incurrence of any Permitted Senior Indebtedness, (y) for the benefit of depository or intermediary institutions as agreed to by Agent in a Control Agreement, and (z) Liens upon any Collateral in connection with the incurrence of Indebtedness in respect of or under any Permitted DIP Financing, any Permitted Cash Collateral Usage and/or any ordinary and customary carve-outs for fees and expenses of the U.S. Trustee and debtor and creditor committee professionals in connection with any of the foregoing),

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(ix)    other than in connection with a merger, liquidation, dissolution or sale of such Person expressly permitted by the terms hereof or the other Loan Documents, release any Borrower or any Guarantor from any obligation for the payment of money or consent to the assignment or transfer by any Borrower or any Guarantor of any of its rights or duties under this Agreement or the other Loan Documents,

(x)    amend, modify, or eliminate any of the provisions of Section 2.4(b)(i) or (ii) or Section 2.4(e) or (f),

(xi)    at any time that any Real Property is included in the Collateral, add, increase, renew or extend any Loan, Letter of Credit or Commitment hereunder until the completion of flood due diligence, documentation and coverage as required by the Flood Laws or as otherwise satisfactory to all Lenders, or

(xii)    amend, modify, or eliminate any of the provisions of Section 13.1(a) to permit a Loan Party or an Affiliate of a Loan Party to be permitted to become an Assignee, or

(xiii)    amend, modify, or eliminate the definition of Borrowing Base or any of the defined terms (including the definitions of Eligible Accounts and Eligible Inventory) that are used in such definition to the extent that any such change results in more credit being made available to Borrowers based upon the Borrowing Base, but not otherwise, or the definition of Maximum Revolver Amount;

(b)    No amendment, waiver, modification, elimination, or consent shall amend, modify, or waive (i) the definition of, or any of the terms or provisions of, any Fee Letter, without the written consent of each of the parties thereto (and shall not require the written consent of any of the Lenders), and (ii) any provision of Section 15 pertaining to Agent, or any other rights or duties of Agent under this Agreement or the other Loan Documents, without the written consent of Agent, Borrowers, and the Required Lenders;

(c)    No amendment, waiver, modification, elimination, or consent shall amend, modify, or waive any provision of this Agreement or the other Loan Documents pertaining to Issuing Lender, or any other rights or duties of Issuing Lender under this Agreement or the other Loan Documents, without the written consent of Issuing Lender, Agent, Borrowers, and the Required Lenders;

(d)    No amendment, waiver, modification, elimination, or consent shall amend, modify, or waive any provision of this Agreement or the other Loan Documents pertaining to Swing Lender, or any other rights or duties of Swing Lender under this Agreement or the other Loan Documents, without the written consent of Swing Lender, Agent, Borrowers, and the Required Lenders;

(e)    Anything in this Section 14.1 to the contrary notwithstanding, (i) any amendment, modification, elimination, waiver, consent, termination, or release of, or with respect to, any provision of this Agreement or any other Loan Document that relates only to the relationship of the Lender Group among themselves, and that does not affect the rights or obligations of any Borrower, shall not require consent by or the agreement of any Loan Party, (ii) any amendment, modification, elimination, waiver, consent, termination, or release of, or with respect to, any provision of this Agreement or any other Loan Document that relates only to the subordination of any of Agent’s Liens or the consent of Agent and the Lender Group with respect to the provision of any Permitted DIP Financing, any Permitted Cash Collateral Usage and/or any ordinary and customary carve-outs for fees and expenses

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of the U.S. Trustee and debtor and creditor committee professionals in connection with any of the foregoing shall only require the written consent of the Required Lenders, (iii) any amendment, waiver, modification, elimination, or consent of or with respect to any provision of this Agreement or any other Loan Document may be entered into without the consent of, or over the objection of, any Defaulting Lender other than any of the matters governed by Section 14.1(a)(i) through (iii) and (iv) any amendment contemplated by Section 2.12(d)(iii) of this Agreement in connection with a Benchmark Transition Event or an Early Opt-in Election shall be effective as contemplated by such Section 2.12(d)(iii) hereof; and

(f)    With respect to any matter requiring the approval of each Lender, each Lender directly and adversely affected thereby or other specified Lenders, it is understood that Voting Participants shall have the voting rights specified in Section 13.1(k) as to such matter.

14.2    Replacement of Certain Lenders.

(a)    If (i) any action to be taken by the Lender Group or Agent hereunder requires the consent, authorization, or agreement of all Lenders or all Lenders affected thereby and if such action has received the consent, authorization, or agreement of the Required Lenders but not of all Lenders or all Lenders affected thereby, or (ii) any Lender makes a claim for compensation under Section 16, then Borrowers or Agent, upon at least 5 Business Days prior irrevocable notice, may permanently replace any Lender that failed to give its consent, authorization, or agreement (a “Holdout Lender”) or any Lender that made a claim for compensation (a “Tax Lender”) with one or more Replacement Lenders, and the Holdout Lender or Tax Lender, as applicable, shall have no right to refuse to be replaced hereunder. Such notice to replace the Holdout Lender or Tax Lender, as applicable, shall specify an effective date for such replacement, which date shall not be later than 15 Business Days after the date such notice is given.

(b)    Prior to the effective date of such replacement, the Holdout Lender or Tax Lender, as applicable, and each Replacement Lender shall execute and deliver an Assignment and Acceptance, subject only to the Holdout Lender or Tax Lender, as applicable, being repaid in full its share of the outstanding Obligations (without any premium or penalty of any kind whatsoever, but including (i) all interest, fees and other amounts that may be due in payable in respect thereof, and (ii) an assumption of its Pro Rata Share of participations in the Letters of Credit). If the Holdout Lender or Tax Lender, as applicable, shall refuse or fail to execute and deliver any such Assignment and Acceptance prior to the effective date of such replacement, Agent may, but shall not be required to, execute and deliver such Assignment and Acceptance in the name or and on behalf of the Holdout Lender or Tax Lender, as applicable, and irrespective of whether Agent executes and delivers such Assignment and Acceptance, the Holdout Lender or Tax Lender, as applicable, shall be deemed to have executed and delivered such Assignment and Acceptance. The replacement of any Holdout Lender or Tax Lender, as applicable, shall be made in accordance with the terms of Section 13.1. Until such time as one or more Replacement Lenders shall have acquired all of the Obligations, the Commitments, and the other rights and obligations of the Holdout Lender or Tax Lender, as applicable, hereunder and under the other Loan Documents, the Holdout Lender or Tax Lender, as applicable, shall remain obligated to make the Holdout Lender’s or Tax Lender’s, as applicable, Pro Rata Share of Advances and to purchase a participation in each Letter of Credit, in an amount equal to its Pro Rata Share of such Letters of Credit.

14.3    No Waivers; Cumulative Remedies. No failure by Agent or any Lender to exercise any right, remedy, or option under this Agreement or any other Loan Document, or delay by Agent or any Lender in exercising the same, will operate as a waiver thereof. No waiver by Agent or any Lender will be effective unless it is in writing, and then only to the extent specifically stated. No waiver by Agent or any Lender on any occasion shall affect or diminish Agent’s and each Lender’s rights thereafter to require strict performance by each Borrower of any

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provision of this Agreement. Agent’s and each Lender’s rights under this Agreement and the other Loan Documents will be cumulative and not exclusive of any other right or remedy that Agent or any Lender may have.

15.AGENT; THE LENDER GROUP.

15.1    Appointment and Authorization of Agent. Subject to Section 15.9, each Lender hereby designates and appoints WFCF as its agent under this Agreement and the other Loan Documents and each Lender hereby irrevocably authorizes (and by entering into a Bank Product Agreement, each Bank Product Provider shall be deemed to designate, appoint, and authorize) Agent to execute and deliver each of the other Loan Documents on its behalf and to take such other action on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers and perform such duties as are expressly delegated to Agent by the terms of this Agreement or any other Loan Document, together with such powers as are reasonably incidental thereto. Agent agrees to act as agent for and on behalf of the Lenders (and the Bank Product Providers) on the conditions contained in this Section 15. Any provision to the contrary contained elsewhere in this Agreement or in any other Loan Document notwithstanding, Agent shall not have any duties or responsibilities, except those expressly set forth herein or in the other Loan Documents, nor shall Agent have or be deemed to have any fiduciary relationship with any Lender (or Bank Product Provider), and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against Agent. Without limiting the generality of the foregoing, the use of the term “agent” in this Agreement or the other Loan Documents with reference to Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any Applicable Law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only a representative relationship between independent contracting parties. Each Lender hereby further authorizes (and by entering into a Bank Product Agreement, each Bank Product Provider shall be deemed to authorize) Agent to act as the secured party under each of the Loan Documents that create a Lien on any item of Collateral. Except as expressly otherwise provided in this Agreement, Agent shall have and may use its sole discretion with respect to exercising or refraining from exercising any discretionary rights or taking or refraining from taking any actions that Agent expressly is entitled to take or assert under or pursuant to this Agreement and the other Loan Documents. Without limiting the generality of the foregoing, or of any other provision of the Loan Documents that provides rights or powers to Agent, Lenders agree that Agent shall have the right to exercise the following powers as long as this Agreement remains in effect: (a) maintain, in accordance with its customary business practices, ledgers and records reflecting the status of the Obligations, the Collateral, the Collections of Borrowers and their Subsidiaries, and related matters, (b) execute or file any and all financing or similar statements or notices, amendments, renewals, supplements, documents, instruments, proofs of claim, notices and other written agreements with respect to the Loan Documents, (c) make Advances, for itself or on behalf of Lenders, as provided in the Loan Documents, (d) exclusively receive, apply, and distribute the Collections of Borrowers and their Subsidiaries as provided in the Loan Documents, (e) open and maintain such bank accounts and cash management arrangements as Agent deems necessary and appropriate in accordance with the Loan Documents for the foregoing purposes with respect to the Collateral and the Collections of Borrowers and their Subsidiaries, (f) perform, exercise, and enforce any and all other rights and remedies of the Lender Group with respect to Borrowers or their Subsidiaries, the Obligations, the Collateral, the Collections of Borrowers and their Subsidiaries, or otherwise related to any of same as provided in the Loan Documents, and (g) incur and pay such Lender Group Expenses as Agent may deem necessary or appropriate for the performance and fulfillment of its functions and powers pursuant to the Loan Documents.

15.2    Delegation of Duties. Agent may execute any of its duties under this Agreement or any other Loan Document by or through agents, employees or attorneys in fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. Agent shall not be responsible for the negligence or misconduct of any agent or attorney in fact that it selects as long as such selection was made without gross negligence or willful misconduct.

15.3    Liability of Agent. None of the Agent-Related Persons shall (a) be liable for any action taken or omitted to be taken by any of them under or in connection with this Agreement or any other Loan Document or the transactions contemplated hereby (except for its own gross negligence or willful misconduct), or (b) be responsible

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in any manner to any of the Lenders (or Bank Product Providers) for any recital, statement, representation or warranty made by any Borrower or any of its Subsidiaries or Affiliates, or any officer or director thereof, contained in this Agreement or in any other Loan Document, or in any certificate, report, statement or other document referred to or provided for in, or received by Agent under or in connection with, this Agreement or any other Loan Document, or the validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document, or for any failure of any Borrower or its Subsidiaries or any other party to any Loan Document to perform its obligations hereunder or thereunder. No Agent-Related Person shall be under any obligation to any Lenders (or Bank Product Providers) to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document, or to inspect the books and records or properties of any Borrower or its Subsidiaries.

15.4    Reliance by Agent. Agent shall be entitled to rely, and shall be fully protected in relying, upon any writing, resolution, notice, consent, certificate, affidavit, letter, telegram, telefacsimile or other electronic method of transmission, telex or telephone message, statement or other document or conversation believed by it to be genuine and correct and to have been signed, sent, or made by the proper Person or Persons, and upon advice and statements of legal counsel (including counsel to Borrowers or counsel to any Lender), independent accountants and other experts selected by Agent. Agent shall be fully justified in failing or refusing to take any action under this Agreement or any other Loan Document unless Agent shall first receive such advice or concurrence of the Lenders as it deems appropriate and until such instructions are received, Agent shall act, or refrain from acting, as it deems advisable. If Agent so requests, it shall first be indemnified to its reasonable satisfaction by the Lenders (and, if it so elects, the Bank Product Providers) against any and all liability and expense that may be incurred by it by reason of taking or continuing to take any such action. Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or any other Loan Document in accordance with a request or consent of the Required Lenders and such request and any action taken or failure to act pursuant thereto shall be binding upon all of the Lenders (and Bank Product Providers).

15.5    Notice of Default or Event of Default. Agent shall not be deemed to have knowledge or notice of the occurrence of any Default or Event of Default, except with respect to defaults in the payment of principal, interest, fees, and expenses required to be paid to Agent for the account of the Lenders and, except with respect to Events of Default of which Agent has actual knowledge, unless Agent shall have received written notice from a Lender or any Borrower referring to this Agreement, describing such Default or Event of Default, and stating that such notice is a “notice of default.” Agent promptly will notify the Lenders of its receipt of any such notice or of any Event of Default of which Agent has actual knowledge. If any Lender obtains actual knowledge of any Event of Default, such Lender promptly shall notify the other Lenders and Agent of such Event of Default. Each Lender shall be solely responsible for giving any notices to its Participants, if any. Subject to Section 15.4, Agent shall take such action with respect to such Default or Event of Default as may be requested by the Required Lenders in accordance with Section 9; provided, however, that unless and until Agent has received any such request, Agent may (but shall not be obligated to) take such action, or refrain from taking such action, with respect to such Default or Event of Default as it shall deem advisable.

15.6    Credit Decision. Each Lender (and Bank Product Provider) acknowledges that none of the Agent-Related Persons has made any representation or warranty to it, and that no act by Agent hereinafter taken, including any review of the affairs of any Borrower and its Subsidiaries or Affiliates, shall be deemed to constitute any representation or warranty by any Agent-Related Person to any Lender (or Bank Product Provider). Each Lender represents (and by entering into a Bank Product Agreement, each Bank Product Provider shall be deemed to represent) to Agent that it has, independently and without reliance upon any Agent-Related Person and based on such due diligence, documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of any Borrower or any other Person party to a Loan Document, and all applicable bank regulatory laws relating to the transactions contemplated hereby, and made its own decision to enter into this Agreement and to extend credit to Borrowers. Each Lender also represents (and by entering into a Bank Product Agreement, each Bank Product Provider shall be deemed to represent) that it will, independently and without reliance upon any Agent-Related Person and based on such documents and information as it shall deem appropriate at the time, continue to make its

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own credit analysis, appraisals and decisions in taking or not taking action under this Agreement and the other Loan Documents, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of any Borrower or any other Person party to a Loan Document. Except for notices, reports, and other documents expressly herein required to be furnished to the Lenders by Agent, Agent shall not have any duty or responsibility to provide any Lender (or Bank Product Provider) with any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of any Borrower or any other Person party to a Loan Document that may come into the possession of any of the Agent-Related Persons. Each Lender acknowledges (and by entering into a Bank Product Agreement, each Bank Product Provider shall be deemed to acknowledge) that Agent does not have any duty or responsibility, either initially or on a continuing basis (except to the extent, if any, that is expressly specified herein) to provide such Lender (or Bank Product Provider) with any credit or other information with respect to any Borrower, its Affiliates or any of their respective business, legal, financial or other affairs, and irrespective of whether such information came into Agent’s or its Affiliates’ or representatives’ possession before or after the date on which such Lender became a party to this Agreement (or such Bank Product Provider entered into a Bank Product Agreement).

15.7    Costs and Expenses; Indemnification. Agent may incur and pay Lender Group Expenses to the extent Agent reasonably deems necessary or appropriate for the performance and fulfillment of its functions, powers, and obligations pursuant to the Loan Documents, including court costs, attorneys’ fees and expenses, fees and expenses of financial accountants, advisors, consultants, and appraisers, costs of collection by outside collection agencies, auctioneer fees and expenses, and costs of security guards or insurance premiums paid to maintain the Collateral, whether or not Borrowers are obligated to reimburse Agent or Lenders for such expenses pursuant to this Agreement or otherwise. Agent is authorized and directed to deduct and retain sufficient amounts from the Collections of Borrowers and their Subsidiaries received by Agent to reimburse Agent for such out-of-pocket costs and expenses prior to the distribution of any amounts to Lenders (or Bank Product Providers). In the event Agent is not reimbursed for such costs and expenses by Borrowers or their Subsidiaries, each Lender hereby agrees that it is and shall be obligated to pay to Agent such Lender’s ratable share thereof. Whether or not the transactions contemplated hereby are consummated, each of the Lenders, on a ratable basis, shall indemnify and defend the Agent-Related Persons (to the extent not reimbursed by or on behalf of Borrowers and without limiting the obligation of Borrowers to do so) from and against any and all Indemnified Liabilities; provided, however, that no Lender shall be liable for the payment to any Agent-Related Person of any portion of such Indemnified Liabilities resulting solely from such Person’s gross negligence or willful misconduct nor shall any Lender be liable for the obligations of any Defaulting Lender in failing to make an Advance or other extension of credit hereunder. Without limitation of the foregoing, each Lender shall reimburse Agent upon demand for such Lender’s ratable share of any costs or out of pocket expenses (including attorneys, accountants, advisors, and consultants fees and expenses) incurred by Agent in connection with the preparation, execution, delivery, administration, modification, amendment, or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement or any other Loan Document to the extent that Agent is not reimbursed for such expenses by or on behalf of Borrowers. Notwithstanding anything in this Agreement to the contrary, Lenders shall be liable to Agent-Related Persons for, and shall indemnify Agent-Related Persons for, only Indemnified Liabilities and other costs or expenses that relate to or arise from an Agent-Related Person’s acting as or for Agent (in its capacity as Agent). The undertaking in this Section shall survive the payment of all Obligations hereunder and the resignation or replacement of Agent.

15.8    Agent in Individual Capacity. WFCF, any successor Agent and their respective Affiliates may make loans to, issue letters of credit for the account of, accept deposits from, provide Bank Products to, acquire equity interests in, and generally engage in any kind of banking, trust, financial advisory, underwriting, or other business with Borrowers and their Subsidiaries and Affiliates and any other Person party to any Loan Document as though WFCF or such successor Agent, as applicable, were not Agent hereunder, and, in each case, without notice to or consent of the other members of the Lender Group. The other members of the Lender Group acknowledge (and by entering into a Bank Product Agreement, each Bank Product Provider shall be deemed to acknowledge) that, pursuant to such activities, WFCF, any successor Agent or their respective Affiliates may receive information regarding Borrowers or their Affiliates or any other Person party to any Loan Documents that is subject to confidentiality obligations in favor of Borrowers or such other Person and that prohibit the disclosure of such

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information to the Lenders (or Bank Product Providers), and the Lenders acknowledge (and by entering into a Bank Product Agreement, each Bank Product Provider shall be deemed to acknowledge) that, in such circumstances (and in the absence of a waiver of such confidentiality obligations, which waiver WFCF or such successor Agent, as applicable, will use its reasonable best efforts to obtain), WFCF or such successor Agent, as applicable, shall not be under any obligation to provide such information to them. The terms “Lender” and “Lenders” include WFCF or any successor Agent, as applicable, in its individual capacity.

15.9    Successor Agent. Agent may resign as Agent upon 30 days (10 days if an Event of Default has occurred and is continuing) prior written notice to the Lenders (unless such notice is waived by the Required Lenders) and Administrative Borrower (unless such notice is waived by Borrowers) and without any notice to the Bank Product Providers; provided, that notwithstanding anything to the contrary contained in this Agreement, WFCF may resign as Agent effective upon the satisfaction, repayment, or payment in full of the Obligations (other than those in respect of the Term Loan and to the Term Loan Lenders) by providing written notice to the Term Loan Lenders and the Administrative Borrower, whereupon the Required Lenders (determined as though the Term Loan Lenders constitute all the Lenders) may appoint any one of the Term Loan Lenders as a successor Agent by providing written notice to the retiring Agent and the Administrative Borrower. Subject to the foregoing, if Agent resigns under this Agreement, the Required Lenders shall be entitled, with (so long as no Event of Default has occurred and is continuing) the consent of Administrative Borrower (such consent not to be unreasonably withheld, delayed, or conditioned), to appoint a successor Agent for the Lenders (and the Bank Product Providers). If, at the time that Agent’s resignation is effective, it is acting as the Issuing Lender or the Swing Lender, such resignation shall also operate to effectuate its resignation as the Issuing Lender or the Swing Lender, as applicable, and it shall automatically be relieved of any further obligation to issue Letters of Credit, to cause the Underlying Issuer to issue Letters of Credit, or to make Swing Loans. If no successor Agent is appointed prior to the effective date of the resignation of Agent, Agent may appoint, after consulting with the Lenders and Administrative Borrower, a successor Agent from among the Lenders or, if no Lender is willing to accept such appointment, a successor agent that is not from among the Lenders. If Agent has materially breached or failed to perform any material provision of this Agreement or of Applicable Law, the Required Lenders may agree in writing to remove and replace Agent with a successor Agent from among the Lenders with (so long as no Event of Default has occurred and is continuing) the consent of Borrowers (such consent not to be unreasonably withheld, delayed, or conditioned). In any such event, upon the acceptance of its appointment as successor Agent hereunder, such successor Agent shall succeed to all the rights, powers, and duties of the retiring Agent and the term “Agent” shall mean such successor Agent and the retiring Agent’s appointment, powers, and duties as Agent shall be terminated. After any retiring Agent’s resignation hereunder as Agent, the provisions of this Section 15 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement. If no successor Agent has accepted appointment as Agent prior to or concurrent with the effective date of such retiring Agent’s resignation , the retiring Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of Agent hereunder until such time, if any, as the Lenders appoint a successor Agent as provided for above.

15.10    Lender in Individual Capacity. Any Lender and its respective Affiliates may make loans to, issue letters of credit for the account of, accept deposits from, provide Bank Products to, acquire equity interests in and generally engage in any kind of banking, trust, financial advisory, underwriting, or other business with any Borrower and its Subsidiaries and Affiliates and any other Person party to any Loan Documents as though such Lender were not a Lender hereunder without notice to or consent of the other members of the Lender Group (or the Bank Product Providers). The other members of the Lender Group acknowledge (and by entering into a Bank Product Agreement, each Bank Product Provider shall be deemed to acknowledge) that, pursuant to such activities, such Lender and its respective Affiliates may receive information regarding Borrowers or their Affiliates or any other Person party to any Loan Documents that is subject to confidentiality obligations in favor of Borrowers or such other Person and that prohibit the disclosure of such information to the Lenders, and the Lenders acknowledge (and by entering into a Bank Product Agreement, each Bank Product Provider shall be deemed to acknowledge) that, in such circumstances (and in the absence of a waiver of such confidentiality obligations, which waiver such Lender will use its reasonable best efforts to obtain), such Lender shall not be under any obligation to provide such information to them.

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15.11    Collateral Matters.

(a)    The Lenders hereby irrevocably authorize (and by entering into a Bank Product Agreement, each Bank Product Provider shall be deemed to authorize) Agent to release any Lien on any Collateral (i) upon the termination of the Commitments and payment and satisfaction in full by Borrowers of all of the Obligations (other than indemnities and other contingent Obligations not then due and payable), (ii) constituting property being sold or disposed of if a release is required or desirable in connection therewith and if Borrowers certify to Agent that the sale or disposition is permitted under Section 6.3, Section 6.4, or otherwise under this Agreement or any other Loan Document (and Agent may rely conclusively on any such certificate, without further inquiry), (iii) constituting property in which no Borrower and no Subsidiary of Borrowers owned any interest at the time Agent’s Lien was granted nor at any time thereafter, (iv) constituting property leased to any Borrower or its Subsidiaries under a lease that has expired or is terminated in a transaction permitted under this Agreement, or (v) in connection with a credit bid or purchase authorized under this Section 15.11. The Loan Parties and the Lenders hereby irrevocably authorize (and by entering into a Bank Product Agreement, each Bank Product Provider shall be deemed to authorize) Agent, based upon the instruction of the Required Lenders, to (a) consent to, credit bid or purchase (either directly or through one or more acquisition vehicles) all or any portion of the Collateral at any sale thereof conducted under the provisions of the Bankruptcy Code, including under Section 363 of the Bankruptcy Code, (b) credit bid or purchase (either directly or through one or more acquisition vehicles) all or any portion of the Collateral at any sale or other disposition thereof conducted under the provisions of the Code, including pursuant to Sections 9-610 or 9-620 of the Code, or (c) credit bid or purchase (either directly or through one or more acquisition vehicles) all or any portion of the Collateral at any other sale or foreclosure conducted by Agent (whether by judicial action or otherwise) in accordance with Applicable Law. In connection with any such credit bid or purchase, the Obligations owed to the Lenders and the Bank Product Providers shall be entitled to be, and shall be, credit bid on a ratable basis (with Obligations with respect to contingent or unliquidated claims being estimated for such purpose if the fixing or liquidation thereof would not unduly delay the ability of Agent to credit bid or purchase at such sale or other disposition of the Collateral and, if such claims cannot be estimated without unduly delaying the ability of Agent to credit bid, then such claims shall be disregarded, not credit bid, and not entitled to any interest in the asset or assets purchased by means of such credit bid) and the Lenders and the Bank Product Providers whose Obligations are credit bid shall be entitled to receive interests (ratably based upon the proportion of their Obligations credit bid in relation to the aggregate amount of Obligations so credit bid) in the asset or assets so purchased (or in the Stock of the acquisition vehicle or vehicles that are used to consummate such purchase). Except as provided above, Agent will not execute and deliver a release of any Lien on any Collateral without the prior written authorization of (y) if the release is of all or substantially all of the Collateral, all of the Lenders (without requiring the authorization of the Bank Product Providers), or (z) otherwise, the Required Lenders (without requiring the authorization of the Bank Product Providers). Upon request by Agent or any Borrower at any time, the Lenders will (and if so requested, the Bank Product Providers will) confirm in writing Agent’s authority to release any such Liens on particular types or items of Collateral pursuant to this Section 15.11; provided, however, that (1) Agent shall not be required to execute any document necessary to evidence such release on terms that, in Agent’s opinion, would expose Agent to liability or create any obligation or entail any consequence other than the release of such Lien without recourse, representation, or warranty, (2) such release shall not in any manner discharge, affect, or impair the Obligations or any Liens (other than those expressly being released) upon (or obligations of any Borrower in respect of) all interests retained by any Borrower, including, the proceeds of any sale, all of which shall continue to constitute part of the Collateral, and (3) Agent may, with the prior written consent of Required Lenders, release Collateral with a book value not greater than (A) $25,000,000 or (B) 10% of the of the aggregate Revolver Commitments, in each case, during any calendar year, in addition to any other releases of

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Collateral expressly permitted by the Loan Documents. The Lenders further hereby irrevocably authorize (and by entering into a Bank Product Agreement, each Bank Product Provider shall be deemed to authorize) Agent, at its option and in its sole discretion, to subordinate any Lien granted to or held by Agent under any Loan Document to the holder of any Permitted Lien on such property if such Permitted Lien secures Permitted Purchase Money Indebtedness. Notwithstanding the provisions of this Section 15.11, the Agent shall be authorized, without the consent of any Lender and without the requirement that an asset sale consisting of the sale, transfer or other disposition having occurred, to release any security interest in any building, structure or improvement located in an area determined by the Federal Emergency Management Agency to have special flood hazards.

(b)    Agent shall have no obligation whatsoever to any of the Lenders (or the Bank Product Providers) to assure that the Collateral exists or is owned by a Borrower or its Subsidiaries or is cared for, protected, or insured or has been encumbered, or that Agent’s Liens have been properly or sufficiently or lawfully created, perfected, protected, or enforced or are entitled to any particular priority, or that any particular items of Collateral meet the eligibility criteria applicable in respect thereof or whether to impose, maintain, reduce, or eliminate any particular reserve hereunder or whether the amount of any such reserve is appropriate or not, or to exercise at all or in any particular manner or under any duty of care, disclosure or fidelity, or to continue exercising, any of the rights, authorities and powers granted or available to Agent pursuant to any of the Loan Documents, it being understood and agreed that in respect of the Collateral, or any act, omission, or event related thereto, subject to the terms and conditions contained herein, Agent may act in any manner it may deem appropriate, in its sole discretion given Agent’s own interest in the Collateral in its capacity as one of the Lenders and that Agent shall have no other duty or liability whatsoever to any Lender (or Bank Product Provider) as to any of the foregoing, except as otherwise provided herein.

15.12    Restrictions on Actions by Lenders; Sharing of Payments.

(a)    Each of the Lenders agrees that it shall not, without the express written consent of Agent, set off against the Obligations, any amounts owing by such Lender to any Borrower or its Subsidiaries or any deposit accounts of any Borrower or its Subsidiaries now or hereafter maintained with such Lender. Each of the Lenders further agrees that it shall not, unless specifically requested to do so in writing by Agent, take or cause to be taken any action, including, the commencement of any legal or equitable proceedings to enforce any Loan Document against any Borrower or any Guarantor or to foreclose any Lien on, or otherwise enforce any security interest in, any of the Collateral.

(b)    If, at any time or times any Lender shall receive (i) by payment, foreclosure, setoff, or otherwise, any proceeds of Collateral or any payments with respect to the Obligations, except for any such proceeds or payments received by such Lender from Agent pursuant to the terms of this Agreement, or (ii) payments from Agent in excess of such Lender’s Pro Rata Share of all such distributions by Agent, such Lender promptly shall (A) turn the same over to Agent, in kind, and with such endorsements as may be required to negotiate the same to Agent, or in immediately available funds, as applicable, for the account of all of the Lenders and for application to the Obligations in accordance with the applicable provisions of this Agreement, or (B) purchase, without recourse or warranty, an undivided interest and participation in the Obligations owed to the other Lenders so that such excess payment received shall be applied ratably as among the Lenders in accordance with their Pro Rata Shares; provided, however, that to the extent that such excess payment received by the purchasing party is thereafter recovered from it, those purchases of participations shall be rescinded in whole or in part, as applicable, and the applicable portion of the purchase price paid therefor shall be returned to such purchasing party, but without interest except to the extent that such purchasing party is required to pay

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interest in connection with the recovery of the excess payment. For the avoidance of doubt, the parties acknowledge that this Section 15.12(b) shall not apply to any action taken or proceeds received by any Farm Credit Lender with respect to any of its Farm Credit Equities held by any Borrower.

15.13    Agency for Perfection. Agent hereby appoints each other Lender (and each Bank Product Provider) as its agent (and each Lender hereby accepts (and by entering into a Bank Product Agreement, each Bank Product Provider shall be deemed to accept) such appointment) for the purpose of perfecting Agent’s Liens in assets which, in accordance with Article 8 or Article 9, as applicable, of the Code can be perfected by possession or control. Should any Lender obtain possession or control of any such Collateral, such Lender shall notify Agent thereof, and, promptly upon Agent’s request therefor shall deliver possession or control of such Collateral to Agent or in accordance with Agent’s instructions.

15.14    Payments by Agent to the Lenders. All payments to be made by Agent to the Lenders (or Bank Product Providers) shall be made by bank wire transfer of immediately available funds pursuant to such wire transfer instructions as each party may designate for itself by written notice to Agent. Concurrently with each such payment, Agent shall identify whether such payment (or any portion thereof) represents principal, premium, fees, or interest of the Obligations.

15.15    Concerning the Collateral and Related Loan Documents. Each member of the Lender Group authorizes and directs Agent to enter into this Agreement and the other Loan Documents. Each member of the Lender Group agrees (and by entering into a Bank Product Agreement, each Bank Product Provider shall be deemed to agree) that any action taken by Agent in accordance with the terms of this Agreement or the other Loan Documents relating to the Collateral and the exercise by Agent of its powers set forth therein or herein, together with such other powers that are reasonably incidental thereto, shall be binding upon all of the Lenders (and such Bank Product Provider).

15.16    Audits and Examination Reports; Confidentiality; Disclaimers by Lenders; Other Reports and Information. By becoming a party to this Agreement, each Lender:

(a)    is deemed to have requested that Agent furnish such Lender, promptly after it becomes available, a copy of each field audit or examination report respecting any Borrower or its Subsidiaries (each, a “Report”) prepared by or at the request of Agent, and Agent shall so furnish each Lender with such Reports,

(b)    expressly agrees and acknowledges that Agent does not (i) make any representation or warranty as to the accuracy of any Report, and (ii) shall not be liable for any information contained in any Report,

(c)    expressly agrees and acknowledges that the Reports are not comprehensive audits or examinations, that Agent or other party performing any audit or examination will inspect only specific information regarding a Borrower and its Subsidiaries and will rely significantly upon each Borrower’s and its Subsidiaries’ books and records, as well as on representations of each Borrower’s personnel,

(d)    agrees to keep all Reports and other material, non-public information regarding each Borrower and its Subsidiaries and their operations, assets, and existing and contemplated business plans in a confidential manner in accordance with Section 17.9, and

(e)    without limiting the generality of any other indemnification provision contained in this Agreement, agrees: (i) to hold Agent and any other Lender preparing a Report harmless from any action the indemnifying Lender may take or fail to take or any conclusion the indemnifying Lender may reach or draw from any Report in connection with any loans or other credit accommodations that the

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indemnifying Lender has made or may make to Borrowers, or the indemnifying Lender’s participation in, or the indemnifying Lender’s purchase of, a loan or loans of Borrowers, and (ii) to pay and protect, and indemnify, defend and hold Agent, and any such other Lender preparing a Report harmless from and against, the claims, actions, proceedings, damages, costs, expenses, and other amounts (including, attorneys’ fees and costs) incurred by Agent and any such other Lender preparing a Report as the direct or indirect result of any third parties who obtains all or part of any Report through the indemnifying Lender.

In addition to the foregoing: (x) any Lender may from time to time request of Agent in writing that Agent provide to such Lender a copy of any report or document provided by any Borrower or its Subsidiaries to Agent that has not been contemporaneously provided by any Borrower or such Subsidiary to such Lender, and, upon receipt of such request, Agent promptly shall provide a copy of same to such Lender, (y) to the extent that Agent is entitled, under any provision of the Loan Documents, to request additional reports or information from any Borrower or such Subsidiary, any Lender may, from time to time, reasonably request Agent to exercise such right as specified in such Lender’s notice to Agent, whereupon Agent promptly shall request of such Borrower the additional reports or information reasonably specified by such Lender, and, upon receipt thereof from such Borrower or its Subsidiaries, Agent promptly shall provide a copy of same to such Lender, and (z) any time that Agent renders to any Borrower a statement regarding the Loan Account, Agent shall send a copy of such statement to each Lender.

15.17    Several Obligations; No Liability. Notwithstanding that certain of the Loan Documents now or hereafter may have been or will be executed only by or in favor of Agent in its capacity as such, and not by or in favor of the Lenders, any and all obligations on the part of Agent (if any) to make any credit available hereunder shall constitute the several (and not joint) obligations of the respective Lenders on a ratable basis, according to their respective Commitments, to make an amount of such credit not to exceed, in principal amount, at any one time outstanding, the amount of their respective Commitments. Nothing contained herein shall confer upon any Lender any interest in, or subject any Lender to any liability for, or in respect of, the business, assets, profits, losses, or liabilities of any other Lender. Each Lender shall be solely responsible for notifying its Participants of any matters relating to the Loan Documents to the extent any such notice may be required, and no Lender shall have any obligation, duty, or liability to any Participant of any other Lender. Except as provided in Section 15.7, no member of the Lender Group shall have any liability for the acts of any other member of the Lender Group. No Lender shall be responsible to any Borrower or any other Person for any failure by any other Lender (or Bank Product Provider) to fulfill its obligations to make credit available hereunder, nor to advance for such Lender (or Bank Product Provider) or on its behalf, nor to take any other action on behalf of such Lender (or Bank Product Provider) hereunder or in connection with the financing contemplated herein.

16.WITHHOLDING TAXES.

(a)    All payments made by any Borrower hereunder or under any Loan Document will be made without setoff, counterclaim, or other defense. In addition, all such payments will be made free and clear of, and without deduction or withholding for, any present or future Taxes, and in the event any deduction or withholding of Taxes is required, Borrowers shall comply with the next sentence of this Section 16(a). If any Taxes are so levied or imposed, Borrowers agree to pay the full amount of such Taxes and such additional amounts as may be necessary so that every payment of all amounts due under this Agreement or any other Loan Document, including any amount paid pursuant to this Section 16(a) after withholding or deduction for or on account of any Taxes, will not be less than the amount provided for herein; provided, however, that Borrowers shall not be required to increase any such amounts if the increase in such amount payable results from Agent’s or such Lender’s own willful misconduct or gross negligence. Borrowers will furnish to Agent as promptly as possible after the date the payment of any Tax is due pursuant to Applicable Law, certified copies of tax receipts evidencing such payment by Borrowers.

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(b)    Borrowers agree to pay any present or future stamp, value added or documentary taxes or any other excise or property taxes, charges, or similar levies that arise from any payment made hereunder or from any payment made under, from the execution, delivery, performance, enforcement or registration of, from the receipt or perfection of a security interest under, or otherwise with respect to, any Loan Document.

(c)    If a Lender or Participant is entitled to claim an exemption or reduction from United States withholding tax, such Lender or Participant agrees with and in favor of Agent, to deliver to Boise Cascade and Agent (or, in the case of a Participant, to the Lender granting the participation only) a correct and complete original copy of one of the following before receiving its first payment under this Agreement:

(i)    if such Lender or Participant is entitled to claim an exemption from United States withholding tax pursuant to the portfolio interest exception, (A) a statement of the Lender or Participant, signed under penalty of perjury, that it is not a (I) a “bank” as described in Section 881(c)(3)(A) of the IRC, (II) a 10% shareholder of any Borrower (within the meaning of Section 871(h)(3)(B) of the IRC), or (III) a controlled foreign corporation related to any Borrower within the meaning of Section 864(d)(4) of the IRC, and (B) a properly completed and executed IRS Form W-8BEN or Form W-8IMY (with proper attachments);

(ii)    if such Lender or Participant is entitled to claim an exemption from, or a reduction of, withholding tax under a United States tax treaty, a properly completed and executed copy of IRS Form W-8BEN;

(iii)    if such Lender or Participant is entitled to claim that interest paid under this Agreement is exempt from United States withholding tax because it is effectively connected with a United States trade or business of such Lender, a properly completed and executed copy of IRS Form W-8ECI;

(iv)    if such Lender or Participant is entitled to claim that interest paid under this Agreement is exempt from United States withholding tax because such Lender or Participant serves as an intermediary, a properly completed and executed copy of IRS Form W-8IMY (with proper attachments);

(v)    a properly completed and executed copy of any other form or forms, including IRS Form W-9, as may be required under the IRC or other laws of the United States as a condition to exemption from, or reduction of, United States withholding or backup withholding tax; or

(vi)    if a payment made to a Lender or Participant would be subject to United States federal withholding tax imposed by FATCA if such Lender or Participant fails to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the IRC, as applicable), such Lender or Participant shall deliver to Agent and Borrowers documentation, at the time or times prescribed by law and at such time or times reasonably requested by the Borrowers or the Agent, prescribed by the Internal Revenue Service (including as prescribed by Section 1471(b)(3)(C)(i) of the IRC) and such additional documentation reasonably requested by the Borrowers as may be necessary to demonstrate that such Lender or Participant has

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complied with applicable reporting requirements of FATCA so that payments made to such Lender or Participant hereunder would not be subject to U.S. federal withholding taxes under FATCA, or, if necessary, to determine the amount to deduct and withhold from such payment.

Each Lender or Participant shall provide new forms (or successor forms) upon the expiration or obsolescence of any previously delivered forms and promptly notify Agent (or, in the case of a Participant, the Lender granting the participation only) of any change in circumstances which would modify or render invalid any claimed exemption or reduction.

(d)    If a Lender or Participant claims an exemption from withholding tax in a jurisdiction other than the United States, such Lender or such Participant agrees with and in favor of Agent, to deliver to Agent (or, in the case of a Participant, to the Lender granting the participation only) any such form or forms, as may be required under the laws of such jurisdiction as a condition to exemption from, or reduction of, foreign withholding or backup withholding tax before receiving its first payment under this Agreement, but only if such Lender or such Participant is legally able to deliver such forms, provided, however, that nothing in this Section 16(d) shall require a Lender or Participant to disclose any information that it deems to be confidential (including without limitation, its tax returns). Each Lender and each Participant shall provide new forms (or successor forms) upon the expiration or obsolescence of any previously delivered forms and promptly notify Agent (or, in the case of a Participant, to the Lender granting the participation only) of any change in circumstances which would modify or render invalid any claimed exemption or reduction.

(e)    If a Lender or Participant claims exemption from, or reduction of, withholding tax and such Lender or Participant sells, assigns, grants a participation in, or otherwise transfers all or part of the Obligations of Borrowers to such Lender or Participant, such Lender or Participant agrees to notify Agent (or, in the case of a sale of a participation interest, to the Lender granting the participation only) of the percentage amount in which it is no longer the beneficial owner of Obligations of Borrowers to such Lender or Participant. To the extent of such percentage amount, Agent will treat such Lender’s or such Participant’s documentation provided pursuant to Section 16(c) or 16(d) as no longer valid. With respect to such percentage amount, such Participant or Assignee may provide new documentation, pursuant to Section 16(c) or 16(d), if applicable. Each Borrower agrees that each Participant shall be entitled to the benefits of this Section 16 with respect to its participation in any portion of the Commitments and the Obligations so long as such Participant complies with the obligations set forth in this Section 16 with respect thereto.

(f)    If a Lender or a Participant is entitled to a reduction in the applicable withholding tax, Agent (or, in the case of a Participant, to the Lender granting the participation) may withhold from any interest payment to such Lender or such Participant an amount equivalent to the applicable withholding tax after taking into account such reduction. If the forms or other documentation required by Section 16(c) or 16(d) are not delivered to Agent (or, in the case of a Participant, to the Lender granting the participation), then Agent (or, in the case of a Participant, to the Lender granting the participation) may withhold from any interest payment to such Lender or such Participant not providing such forms or other documentation an amount equivalent to the applicable withholding tax.

(g)    If the IRS or any other Governmental Authority of the United States or other jurisdiction asserts a claim that Agent (or, in the case of a Participant, to the Lender granting the participation) did not properly withhold tax from amounts paid to or for the account of any Lender or any Participant due to a failure on the part of the Lender or any Participant (because the appropriate form was not delivered, was not properly executed, or because such Lender failed to notify Agent (or such

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(h)    If Agent or a Lender determines, in its sole discretion, that it has received a refund of any Taxes as to which it has been indemnified by Borrowers or with respect to which Borrowers have paid additional amounts pursuant to this Section 16, so long as no Default or Event of Default has occurred and is continuing, it shall pay over such refund to Borrowers (but only to the extent of payments made, or additional amounts paid, by Borrowers under this Section 16 with respect to Taxes giving rise to such a refund), net of all out-of-pocket expenses of Agent or such Lender and without interest (other than any interest paid by the relevant Governmental Authority with respect to such a refund); provided, that Borrowers, upon the request of Agent or such Lender, agree to repay the amount paid over to Borrowers (plus any penalties, interest or other charges, imposed by the relevant Governmental Authority, other than such penalties, interest or other charges imposed as a result of the willful misconduct or gross negligence of Agent hereunder) to Agent or such Lender in the event Agent or such Lender is required to repay such refund to such Governmental Authority. Notwithstanding anything in this Agreement to the contrary, this Section 16 shall not be construed to require Agent or any Lender to make available its tax returns (or any other information which it deems confidential) to any Borrower or any other Person.

17.GENERAL PROVISIONS.

17.1    Effectiveness. This Agreement shall be binding and deemed effective when executed by each Borrower, Agent, and each Lender whose signature is provided for on the signature pages hereof.

17.2    Section Headings. Headings and numbers have been set forth herein for convenience only. Unless the contrary is compelled by the context, everything contained in each Section applies equally to this entire Agreement.

17.3    Interpretation. Neither this Agreement nor any uncertainty or ambiguity herein shall be construed against the Lender Group or any Borrower, whether under any rule of construction or otherwise. On the contrary, this Agreement has been reviewed by all parties and shall be construed and interpreted according to the ordinary meaning of the words used so as to accomplish fairly the purposes and intentions of all parties hereto.

17.4    Severability of Provisions. Each provision of this Agreement shall be severable from every other provision of this Agreement for the purpose of determining the legal enforceability of any specific provision.

17.5    Bank Product Providers. Each Bank Product Provider shall be deemed a third party beneficiary hereof and of the provisions of the other Loan Documents for purposes of any reference in a Loan Document to the parties for whom Agent is acting. Agent hereby agrees to act as agent for such Bank Product Providers and, by virtue of entering into a Bank Product Agreement, the applicable Bank Product Provider shall be automatically deemed to have appointed Agent as its agent and to have accepted the benefits of the Loan Documents; it being understood and agreed that the rights and benefits of each Bank Product Provider under the Loan Documents consist exclusively of such Bank Product Provider’s being a beneficiary of the Liens and security interests (and, if applicable, guarantees) granted to Agent and the right to share in payments and collections out of the Collateral as

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more fully set forth herein. In addition, each Bank Product Provider, by virtue of entering into a Bank Product Agreement, shall be automatically deemed to have agreed that Agent shall have the right, but shall have no obligation, to establish, maintain, relax, or release reserves in respect of the Bank Product Obligations and that if reserves are established there is no obligation on the part of Agent to determine or insure whether the amount of any such reserve is appropriate or not. In connection with any such distribution of payments or proceeds of Collateral, Agent shall be entitled to assume no amounts are due or owing to any Bank Product Provider unless such Bank Product Provider has provided a written certification (setting forth a reasonably detailed calculation) to Agent as to the amounts that are due and owing to it and such written certification is received by Agent a reasonable period of time prior to the making of such distribution. Agent shall have no obligation to calculate the amount due and payable with respect to any Bank Products, but may rely upon the written certification of the amount due and payable from the relevant Bank Product Provider. In the absence of an updated certification, Agent shall be entitled to assume that the amount due and payable to the relevant Bank Product Provider is the amount last certified to Agent by such Bank Product Provider as being due and payable (less any distributions made to such Bank Product Provider on account thereof). Any Borrower may obtain Bank Products from any Bank Product Provider, although no Borrower is required to do so. Each Borrower acknowledges and agrees that no Bank Product Provider has committed to provide any Bank Products and that the providing of Bank Products by any Bank Product Provider is in the sole and absolute discretion of such Bank Product Provider. Notwithstanding anything to the contrary in this Agreement or any other Loan Document, no provider or holder of any Bank Product shall have any voting or approval rights hereunder (or be deemed a Lender) solely by virtue of its status as the provider or holder of such agreements or products or the Obligations owing thereunder, nor shall the consent of any such provider or holder be required (other than in their capacities as Lenders, to the extent applicable) for any matter hereunder or under any of the other Loan Documents, including as to any matter relating to the Collateral or the release of Collateral or Guarantors.

17.6    Debtor-Creditor Relationship. The relationship between the Lenders and Agent, on the one hand, and the Loan Parties, on the other hand, is solely that of creditor and debtor. No member of the Lender Group has (or shall be deemed to have) any fiduciary relationship or duty to any Loan Party arising out of or in connection with the Loan Documents or the transactions contemplated thereby, and there is no agency or joint venture relationship between the members of the Lender Group, on the one hand, and the Loan Parties, on the other hand, by virtue of any Loan Document or any transaction contemplated therein.

17.7    Counterparts; Electronic Execution. This Agreement may be executed in any number of counterparts and by different parties on separate counterparts, each of which, when executed and delivered, shall be deemed to be an original, and all of which, when taken together, shall constitute but one and the same Agreement. Delivery of an executed counterpart of this Agreement by telefacsimile or other electronic method of transmission shall be equally as effective as delivery of an original executed counterpart of this Agreement. Any party delivering an executed counterpart of this Agreement by telefacsimile or other electronic method of transmission also shall deliver an original executed counterpart of this Agreement but the failure to deliver an original executed counterpart shall not affect the validity, enforceability, and binding effect of this Agreement. The foregoing shall apply to each other Loan Document mutatis mutandis.

17.8    Revival and Reinstatement of Obligations. If the incurrence or payment of any Obligation or any other obligation of any Borrower or Guarantor under any Loan Document or any Bank Product Agreement by any Borrower or Guarantor or the transfer to any member of the Lender Group or any Bank Product Provider of any property should for any reason subsequently be asserted, or declared, to be void or voidable under any state or federal law relating to creditors’ rights, including provisions of the Bankruptcy Code relating to fraudulent conveyances, preferences, or other voidable or recoverable payments of money or transfers of property (each, a “Voidable Transfer”), and if any member of the Lender Group or any Bank Product Provider is required to repay or restore, in whole or in part, any such Voidable Transfer, or elects to do so upon the advice of counsel, then, as to any such Voidable Transfer, or the amount thereof that such member of the Lender Group or such Bank Product Provider is required or elects to repay or restore, and as to all reasonable costs, expenses, and attorneys’ fees of such member of the Lender Group or such Bank Product Provider related thereto, the liability of the Loan Parties

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automatically shall be revived, reinstated, and restored and shall exist as though such Voidable Transfer had never been made.

17.9    Confidentiality.

(a)    Agent and Lenders each individually (and not jointly or jointly and severally) agree that material, non-public information regarding Borrowers and their Subsidiaries, their operations, assets, and existing and contemplated business plans and including, without limitation, information included in any Borrowing Base Certificate or other certificate delivered pursuant to Section 5.2 (“Confidential Information”) shall be treated by Agent and the Lenders in a confidential manner and with a reasonable degree of care, and shall not be disclosed by Agent and the Lenders to Persons who are not parties to this Agreement, except: (i) to attorneys for and other advisors, accountants, auditors, and consultants to any member of the Lender Group and to employees, directors and officers of any member of the Lender Group (the Persons in this clause (i), “Lender Group Representatives”) on a “need to know” basis in connection with this Agreement and the transactions contemplated hereby and on a confidential basis; (ii) to Subsidiaries and Affiliates of any member of the Lender Group (including the Bank Product Providers), provided that any such Subsidiary or Affiliate shall have agreed to receive such information hereunder subject to the terms of this Section 17.9; (iii) as may be required by regulatory authorities so long as such authorities are informed of the confidential nature of such information; (iv) as may be required by statute, decision, or judicial or administrative order, rule, or regulation; provided that (x) prior to any disclosure under this clause (iv), the disclosing party agrees to provide Administrative Borrower with prior notice thereof, to the extent that it is practicable to do so and to the extent that the disclosing party is permitted to provide such prior notice to Borrowers pursuant to the terms of the applicable statute, decision, or judicial or administrative order, rule, or regulation and (y) any disclosure under this clause (iv) shall be limited to the portion of the Confidential Information as may be required by such statute, decision, or judicial or administrative order, rule, or regulation; (v) as may be agreed to in advance in writing by Borrowers; (vi) as requested or required by any Governmental Authority pursuant to any subpoena or other legal process, provided, that, (x) prior to any disclosure under this clause (vi) the disclosing party agrees to provide Borrowers with prior written notice thereof, to the extent that it is practicable to do so and to the extent that the disclosing party is permitted to provide such prior written notice to Borrowers pursuant to the terms of the subpoena or other legal process and (y) any disclosure under this clause (vi) shall be limited to the portion of the Confidential Information as may be required by such Governmental Authority pursuant to such subpoena or other legal process; (vii) as to any such information that is or becomes generally available to the public (other than as a result of prohibited disclosure by Agent or the Lenders or the Lender Group Representatives); (viii) in connection with any assignment, participation or pledge of any Lender’s interest under this Agreement, provided that prior to receipt of Confidential Information any such assignee, participant, or pledgee shall have agreed in writing to receive such Confidential Information hereunder subject to the terms of this Section; (ix) to the extent reasonably necessary in connection with any litigation or other adversary proceeding involving parties hereto which such litigation or adversary proceeding involves claims related to the rights or duties of such parties under this Agreement or the other Loan Documents; provided, that, prior to any disclosure to any Person (other than any Loan Party, Agent, any Lender, any of their respective Affiliates, or their respective counsel) under this clause (ix) with respect to litigation involving any Person (other than any Borrower, Agent, any Lender, any of their respective Affiliates, or their respective counsel), the disclosing party agrees to provide Borrowers with prior written notice thereof; and (x) in connection with, and to the extent reasonably necessary for, the exercise of any secured creditor remedy under this Agreement or under any other Loan Document.

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(b)    Anything in this Agreement to the contrary notwithstanding, Agent may (i) provide information concerning the terms and conditions of this Agreement and the other Loan Documents to loan syndication and pricing reporting services or in its marketing or promotional materials, with such information to consist of deal terms and other information customarily found in such publications or marketing or promotional materials, and (ii) use the name, logos, and other insignia of Borrowers and Loan Parties and the Total Commitments provided hereunder in any “tombstone” or comparable advertising, on its website or in other marketing materials of the Agent.

(c)    The Loan Parties hereby acknowledge that Agent or its Affiliates may make available to the Lenders materials or information provided by or on behalf of Borrowers hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on IntraLinks, SyndTrak or another similar electronic system (the “Platform”) and certain of the Lenders may be “public-side” Lenders (i.e., Lenders that do not wish to receive material non-public information with respect to the Loan Parties or their securities) (each, a “Public Lender”). The Loan Parties shall be deemed to have authorized Agent and its Affiliates and the Lenders to treat Borrower Materials marked “PUBLIC” or otherwise at any time filed with the SEC as not containing any material non-public information with respect to the Loan Parties or their securities for purposes of United States federal and state securities laws. All Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated as “Public Investor” (or another similar term). Agent and its Affiliates and the Lenders shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” or that are not at any time filed with the SEC as being suitable only for posting on a portion of the Platform not marked as “Public Investor” (or such other similar term).

17.10    Lender Group Expenses. Borrowers agree to pay the Lender Group Expenses (as invoiced to Borrowers) on the earlier of (a) the first day of the month following the date on which such Lender Group Expenses were first incurred or (b) the date on which demand therefor is made by Agent. Borrowers agree that their respective obligations contained in this Section 17.10 shall survive payment or satisfaction in full of all other Obligations.

17.11    Survival. All representations and warranties made by the Loan Parties in the Loan Documents and in the certificates or other instruments delivered in connection with or pursuant to this Agreement or any other Loan Document shall be considered to have been relied upon by the other parties hereto and shall survive the execution and delivery of the Loan Documents and the making of any loans and issuance of any Letters of Credit, regardless of any investigation made by any such other party or on its behalf and notwithstanding that Agent, the Issuing Lender, or any Lender may have had notice or knowledge of any Default or Event of Default or incorrect representation or warranty at the time any credit is extended hereunder, and shall continue in full force and effect as long as the principal of or any accrued interest on any loan or any fee or any other amount payable under this Agreement is outstanding and unpaid or any Letter of Credit is outstanding and so long as the Commitments have not expired or terminated.

17.12    Patriot Act; Due Diligence. Each Lender that is subject to the requirements of the Patriot Act hereby notifies the Loan Parties that pursuant to the requirements of the Patriot Act, it is required to obtain, verify and record information that identifies each Loan Party, which information includes the name and address of each Loan Party and other information that will allow such Lender to identify each Loan Party in accordance with the Patriot Act. In addition, Agent and each Lender shall have the right to periodically conduct due diligence on all Loan Parties, their senior management and key principals and legal and beneficial owners. Each Loan Party agrees to cooperate in respect of the conduct of such due diligence and further agrees that the reasonable costs and charges for any such due diligence by Agent shall constitute Lender Group Expenses hereunder and be for the account of Borrowers.

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17.13    Integration. This Agreement, together with the other Loan Documents, the Farm Credit Equity Documents and the waiver letter executed by the Borrowers on or about the Closing Date with respect to certain borrower rights under Farm Credit System regulations, reflects the entire understanding of the parties with respect to the transactions contemplated hereby and shall not be contradicted or qualified by any other agreement, oral or written, before the date hereof. The foregoing to the contrary notwithstanding, all Bank Product Agreements, if any, are independent agreements governed by the written provisions of such Bank Product Agreements, which will remain in full force and effect, unaffected by any repayment, prepayments, acceleration, reduction, increase, or change in the terms of any credit extended hereunder, except as otherwise expressly provided in such Bank Product Agreement.

17.14    Boise Cascade as Agent for Borrowers. Each Borrower hereby irrevocably appoints Boise Cascade as the borrowing agent and attorney-in-fact for all Borrowers (the “Administrative Borrower”) which appointment shall remain in full force and effect unless and until Agent shall have received prior written notice signed by each Borrower that such appointment has been revoked and that another Borrower has been appointed Administrative Borrower. Each Borrower hereby irrevocably appoints and authorizes the Administrative Borrower (a) to provide Agent with all notices with respect to Advances and Letters of Credit obtained for the benefit of any Borrower and all other notices and instructions under this Agreement, and (b) to take such action as the Administrative Borrower deems appropriate on its behalf to obtain Advances and Letters of Credit and to exercise such other powers as are reasonably incidental thereto to carry out the purposes of this Agreement. It is understood that the handling of the Loan Account and Collateral in a combined fashion, as more fully set forth herein, is done solely as an accommodation to Borrowers in order to utilize the collective borrowing powers of Borrowers in the most efficient and economical manner and at their request, and that Lender Group shall not incur liability to any Borrower as a result hereof. Each Borrower expects to derive benefit, directly or indirectly, from the handling of the Loan Account and the Collateral in a combined fashion since the successful operation of each Borrower is dependent on the continued successful performance of the integrated group. To induce the Lender Group to do so, and in consideration thereof, each Borrower hereby jointly and severally agrees to indemnify each member of the Lender Group and hold each member of the Lender Group harmless against any and all liability, expense, loss or claim of damage or injury, made against the Lender Group by any Borrower or by any third party whosoever, arising from or incurred by reason of (a) the handling of the Loan Account and Collateral of Borrowers as herein provided, or (b) the Lender Group’s relying on any instructions of the Administrative Borrower, except that Borrowers will have no liability to the relevant Agent-Related Person or Lender-Related Person under this Section 17.14 with respect to any liability that has been finally determined by a court of competent jurisdiction to have resulted solely from the gross negligence or willful misconduct of such Agent-Related Person or Lender-Related Person, as the case may be.

17.15    Certifications Regarding Indenture. Borrowers certify to Agent and Lenders that neither the execution or performance of the Loan Documents nor the incurrence of any Obligations by Borrowers violates any provision of the Indenture. Borrowers further certify that the Commitments and Obligations constitute “Senior Indebtedness” under the Indenture. Agent may condition Borrowings, Letters of Credit and other credit accommodations under the Loan Documents from time to time upon Agent’s receipt of evidence that the Commitments and Obligations continue to constitute “Senior Indebtedness” at such time.

17.16    Acknowledgement and Consent to Bail-In of EEA Financial Institutions. Notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any EEA Financial Institution arising under any Loan Document, to the extent such liability is unsecured, may be subject to the write-down and conversion powers of an EEA Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by:

(a)    the application of any Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities arising hereunder which may be payable to it by any party hereto that is an EEA Financial Institution; and

(b)    the effects of any Bail-in Action on any such liability, including, if applicable:

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(i)    a reduction in full or in part or cancellation of any such liability;

(ii)    a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such EEA Financial Institution, its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Loan Document; or

(iii)    the variation of the terms of such liability in connection with the exercise of the write-down and conversion powers of any EEA Resolution Authority.

17.17    Acknowledgement Regarding Any Supported QFCs. To the extent that the Loan Documents provide support, through a guarantee or otherwise, for Hedge Agreements or any other agreement or instrument that is a QFC (such support, “QFC Credit Support” and each such QFC a “Supported QFC”), the parties acknowledge and agree as follows with respect to the resolution power of the Federal Deposit Insurance Corporation under the Federal Deposit Insurance Act and Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act (together with the regulations promulgated thereunder, the “U.S. Special Resolution Regimes”) in respect of such Supported QFC and QFC Credit Support (with the provisions below applicable notwithstanding that the Loan Documents and any Supported QFC may in fact be stated to be governed by the laws of the State of New York and/or of the United States or any other state of the United States): In the event a Covered Entity that is party to a Supported QFC (each, a “Covered Party”) becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer of such Supported QFC and the benefit of such QFC Credit Support (and any interest and obligation in or under such Supported QFC and such QFC Credit Support, and any rights in property securing such Supported QFC or such QFC Credit Support) from such Covered Party will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if the Supported QFC and such QFC Credit Support (and any such interest, obligation and rights in property) were governed by the laws of the United States or a state of the United States. In the event a Covered Party or a BHC Act Affiliate of a Covered Party becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights under the Loan Documents that might otherwise apply to such Supported QFC or any QFC Credit Support that may be exercised against such Covered Party are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if the Supported QFC and the Loan Documents were governed by the laws of the United States or a state of the United States. Without limitation of the foregoing, it is understood and agreed that rights and remedies of the parties with respect to a Defaulting Lender shall in no event affect the rights of any Covered Party with respect to a Supported QFC or any QFC Credit Support.

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[Signature pages to follow.]

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Schedule C-1

Commitments

Lender Revolver Commitment Term Loan Commitment Total Commitment
Wells Fargo Capital Finance, LLC $105,000,000.00 $0.00 $105,000,000.00
Bank of America, N.A. $90,000,000.00 $0.00 $90,000,000.00
U.S. Bank National Association $60,000,000.00 $0.00 $60,000,000.00
Citizens Bank, N.A. $30,000,000.00 $0.00 $30,000,000.00
JPMorgan Chase Bank, N.A. $35,000,000.00 $0.00 $35,000,000.00
American AgCredit, PCA $0.00 $30,000,000.00 $30,000,000.00
Northwest Farm Credit Services, PCA $0.00 $20,000,000.00 $20,000,000.00
Zions Bancorporation, N.A. DBA Zions First National Bank $30,000,000.00 $0.00 $30,000,000.00
All Lenders $350,000,000.00 $50,000,000.00 $400,000,000.00

Schedule C-1

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Schedule 1.1

As used in the Agreement, the following terms shall have the following definitions:

“AAC Term Loan Facility” means that certain Term Loan Agreement dated as of March 30, 2016, as amended, restated or otherwise modified from time to time.

“Account” means an account (as that term is defined in the Code).

“Account Debtor” means any Person who is obligated on an Account, chattel paper, or a general intangible.

“Accounts Formula Amount” means 87.5% of the amount of Eligible Accounts, less the amount, if any, of the Dilution Reserve. Subject to Agent’s right to apply and revise eligibility criteria for Eligible Accounts and/or adjust the Dilution Reserve, in each case, in its Permitted Discretion in accordance with the terms of the Agreement, the Accounts Formula Amount shall be determined by reference to the Borrowing Base Certificate most recently delivered to Agent.

“Accounting Changes” means changes in accounting principles required by the promulgation of any rule, regulation, pronouncement or opinion by the Financial Accounting Standards Board of the American Institute of Certified Public Accountants (or successor thereto or any agency with similar functions).

“Activation Instruction” has the meaning specified therefor in Section 5.17(b) of the Agreement.

“Additional Documents” has the meaning specified therefor in Section 5.12 of the Agreement.

“Add-On Debt” has the meaning specified therefor in Section 6.1(l) of the Agreement.

“Adjusted Net Income” means, determined on a consolidated basis in accordance with GAAP for any fiscal period of Boise Cascade and its Subsidiaries, net income (or loss), excluding (a) any gain (or loss) arising from the sale of capital assets if either (i) such sale was not a sale made in the Ordinary Course of Business or (ii) the gain (or loss) from such sale is greater than $1,500,000; (b) income of any entity (other than a Subsidiary) in which a Borrower has an ownership interest unless such income has actually been received by a Borrower in the form of cash Distributions; (c) income of any Subsidiary accrued prior to the date it became a Subsidiary; (d) income of any Person, substantially all the assets of which have been acquired by a Borrower, realized by such Person prior to the date of acquisition; (e) income of any Person with which a Borrower has merged, consolidated or otherwise combined, prior to the date of such transaction; (f) any unrealized Accounting Standards Codification No. 815 non-cash gain or loss in respect of any Hedge Agreement; (g) any non-cash gains or losses attributable to the early extinguishment of debt; (h) non-recurring non-cash gains or losses; (i) any non-cash goodwill impairment charges resulting from the application of Accounting Standards Codification No. 350; and (j) any non-cash compensation charge or expense, including any such charge or expense arising from grants of stock options or restricted stock or other equity-incentive programs for the benefit of officers, directors and employees of the Borrowers or any Subsidiary.

“Administrative Borrower” has the meaning specified therefor in Section 17.14 of the Agreement.

“Advances” has the meaning specified therefor in Section 2.1(a) of the Agreement.

“Affected Lender” has the meaning specified therefor in Section 2.13(b) of the Agreement.

“Affiliate” means, with respect to any Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified.

Schedule 1.1

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“Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise. “Controlling” and “Controlled” have correlative meanings.

“Agent” has the meaning specified therefor in the preamble to the Agreement.

“Agent-Related Persons” means Agent, together with its Affiliates, officers, directors, employees, attorneys, and agents.

“Agent’s Account” means the Deposit Account of Agent identified Schedule A-1 to this Agreement (or such other Deposit Account of Agent that has been designated as such, in writing, by Agent to Borrowers and the Lenders).

“Agent’s Liens” means the Liens granted by any Borrower or its Subsidiaries to Agent under the Loan Documents.

“Agreement” means the Credit Agreement to which this Schedule 1.1 is attached.

“Anti-Corruption Laws” means the FCPA, the U.K. Bribery Act of 2010, as amended, and all other applicable laws and regulations or ordinances concerning or relating to bribery or corruption in any jurisdiction in which any Loan Party or any of its Subsidiaries or Affiliates is located or is doing business.

“Anti-Money Laundering Laws” means the applicable laws or regulations in any jurisdiction in which any Loan Party or any of its Subsidiaries or Affiliates is located or is doing business that relates to money laundering, any predicate crime to money laundering, or any financial record keeping and reporting requirements related thereto.

“Applicable Law” means all laws, rules, regulations, orders and governmental guidelines applicable to the Person, conduct, transaction, agreement or matter in question, including all applicable statutory law, and common law, and all provisions of constitutions, treaties, statutes, rules, regulations, orders and decrees of Governmental Authorities having jurisdiction over such Person.

“Applicable Margin” means, as of any date of determination with respect to any portion of the outstanding Advances or the Term Loan, the applicable margin set forth in the following table applicable to the Advances or the Term Loan, as the case may be, and that corresponds to the most recent Average Excess Availability calculation delivered to Agent pursuant to Section 5.1 of the Agreement (the “Average Excess Availability Calculation”):

Applicable Margin Advances
Level Average Excess Availability Calculation Base <br>Rate Loans LIBOR Rate Loans
I If Average Excess Availability <br>is greater than 50% <br>of the aggregate Revolver Commitments 0.25% 1.25%
II If Average Excess Availability <br>is less than or equal to 50%<br>of the aggregate Revolver Commitments 0.50% 1.50%

Schedule 1.1

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Applicable Margin<br><br>Term Loan
Level Average Excess Availability Calculation Base <br>Rate Loans LIBOR Rate Loans
I If Average Excess Availability <br>is greater than 50% <br>of the aggregate Revolver Commitments 0.75% 1.75%
II If Average Excess Availability <br>is less than or equal to 50%<br>of the aggregate Revolver Commitments 1.00% 2.00%

The Applicable Margin shall be based upon the most recent Average Excess Availability Calculation, which will be calculated as of the end of each fiscal quarter. The Applicable Margin shall be re-determined quarterly on the first day of the month following the date of delivery to Agent of the certified calculation of Average Excess Availability pursuant to Section 5.1 of the Agreement; provided, however, that if Borrowers fail to provide such certification when such certification is due, the Applicable Margin shall be set at the margin in the row styled “Level II” of each of the immediately foregoing tables as of the first day of the month following the date on which the certification was required to be delivered until the date on which such certification is delivered (on which date (but not retroactively), without constituting a waiver of any Default or Event of Default occasioned by the failure to timely deliver such certification, the Applicable Margin shall be set at the margin based upon the calculations disclosed by such certification). In the event that the information regarding Average Excess Availability contained in any certificate delivered pursuant to Section 5.1 of the Agreement is shown to be inaccurate, and such inaccuracy, if corrected, would have led to the application of a higher Applicable Margin for any period (a “Higher Applicable Margin Period”) than the Applicable Margin actually applied for such Higher Applicable Margin Period, then (i) Borrowers shall immediately deliver to Agent a correct certificate for such Higher Applicable Margin Period, (ii) the Applicable Margin shall be determined as if the correct Applicable Margin (as set forth in the applicable table above) were applicable for such Higher Applicable Margin Period, and (iii) Borrowers shall within one (1) Business Day deliver to Agent full payment in respect of the accrued additional interest as a result of such increased Applicable Margin for such Higher Applicable Margin Period, which payment shall be promptly applied by Agent to the affected Obligations.

“Application Event” means the occurrence of (a) a failure by Borrowers to repay all of the Obligations in full (other than in respect of the Term Loan and other than indemnities and other contingent Obligations not then due and payable) on the Maturity Date or any earlier date upon which the Obligations (other than in respect of the Term Loan) become due and payable in full, (b) a failure by Borrowers to repay all of the Obligations in respect of the Term Loan in full (other than indemnities and other contingent Obligations not then due and payable) on the Term Loan Maturity Date or any earlier date upon which the Obligations in respect of the Term Loan become due and payable in full, or (c) an Event of Default and the election by Agent or the Required Lenders to require that payments and proceeds of Collateral be applied pursuant to Section 2.4(b)(ii) of the Agreement.

“Appraised Inventory” means an appraisal of inventory conducted for the benefit of the Lenders at Agent’s request and otherwise reasonably satisfactory to Agent.

“Approved Foreign Jurisdiction” means (a) the United Kingdom and (b) each other foreign jurisdiction approved by the Agent so long as the Accounts owing from Account Debtors organized in or having their principal office or assets located in such other foreign jurisdiction shall be subject to a letter of credit, bond, insurance or other credit support acceptable to the Agent.

“Asset Disposition” means a sale, lease, license, consignment, transfer or other disposition of property, including a disposition of property in connection with a sale-leaseback transaction or synthetic lease; provided, however, that (a) the granting of a Lien, (b) the grant of a license on Intellectual Property, and (c) the disposition of cash and Cash Equivalents are not an Asset Disposition.

Schedule 1.1

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“Assignee” has the meaning specified therefor in Section 13.1(a) of the Agreement.

“Assignment and Acceptance” means an Assignment and Acceptance Agreement substantially in the form of Exhibit A-1.

“Authorized Person” means any one of the individuals identified on Schedule A-2, as such schedule is updated from time to time by written notice from Administrative Borrower to Agent.

“Availability” means, as of any date of determination, the amount that Borrowers are entitled to borrow as Advances under Section 2.1 of the Agreement (after giving effect to all then outstanding Obligations (other than Bank Product Obligations)).

“Average Excess Availability” means, with respect to any period of time, the average daily Excess Availability during such period of time.

“Bail-In Action” means the exercise of any Write-Down and Conversion Powers by the applicable EEA Resolution Authority in respect of any liability of an EEA Financial Institution.

“Bail-In Legislation” means, with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule.

“Bank Product” means any one or more of the following financial products or accommodations extended to any Loan Party by a Bank Product Provider: (a) credit cards, (b) credit card processing services, (c) debit cards, (d) stored value cards, (e) purchase cards (including so-called “procurement cards” or “P-cards”), (f) Cash Management Services, or (g) transactions under Hedge Agreements.

“Bank Product Agreements” means those agreements entered into from time to time by a Loan Party with a Bank Product Provider in connection with the obtaining of any of the Bank Products.

“Bank Product Collateralization” means providing cash collateral (pursuant to documentation reasonably satisfactory to Agent) to be held by Agent for the benefit of the Bank Product Providers (other than the Hedge Providers) in an amount reasonably determined by Agent as sufficient to satisfy the reasonably estimated credit exposure with respect to the then existing Bank Product Obligations (other than Hedge Obligations).

“Bank Product Obligations” means (a) all obligations, liabilities, reimbursement obligations, fees, or expenses owing by a Loan Party to any Bank Product Provider pursuant to or evidenced by a Bank Product Agreement and irrespective of whether for the payment of money, whether direct or indirect, absolute or contingent, due or to become due, now existing or hereafter arising, and (b) all Hedge Obligations.

“Bank Product Priority Obligations” means (a) Bank Product Obligations payable to any Lender or any Affiliate of any Lender (other than Wells Fargo and its Affiliates) that satisfy the following conditions: (i) such Bank Product Obligations were incurred after such Lender or such Affiliate has provided written notice to Agent that such Lender or Affiliate intends to provide Bank Products and the amount and nature thereof (together with written notice to Agent if at any time the aggregate amount of Bank Product Obligations payable to such Lender increases by more than $1,000,000); (ii) sufficient Excess Availability exists to impose a reserve in respect of such Bank Product Obligations under Section 2.1(c); (iii) Agent has established such reserve (which (x) shall be established by Agent if no Cash Dominion Trigger Period is in effect, and (y) may be established by Agent in its sole discretion during the existence of a Cash Dominion Trigger Period, provided that if the Agent establishes any new reserve in respect of any Bank Product Obligations or increases any such existing reserve during the existence of a Cash Dominion Trigger Period then the Agent shall establish reserves in connection with any Bank Product Obligations to the extent previously requested to do so in writing by the holder of such Bank Product Obligation); and (iv) Agent has delivered written notice to such Lender or such Affiliate that the foregoing conditions have been met and the applicable Bank Product Obligations constitute “Bank Product Priority Obligations” under this

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Agreement (which notice Agent agrees to deliver promptly following the satisfaction of the conditions set forth in the foregoing clauses (i), (ii), and (iii)); and (b) Bank Product Obligations payable to any Lender or any of Wells Fargo and its Affiliates.

“Bank Product Provider” means any Lender or any of its Affiliates; provided, however, that no such Person (other than Wells Fargo or its Affiliates) shall constitute a Bank Product Provider with respect to a Bank Product unless and until Agent shall have received a Bank Product Provider Letter Agreement from such Person and with respect to the applicable Bank Product within 10 days after the provision of such Bank Product to a Borrower or its Subsidiaries; provided further, however, that if, at any time, a Lender ceases to be a Lender under the Agreement, then, from and after the date on which it ceases to be a Lender thereunder, neither it nor any of its Affiliates shall constitute Bank Product Providers and the obligations with respect to Bank Products provided by such former Lender or any of its Affiliates shall no longer constitute Bank Product Obligations.

“Bank Product Provider Letter Agreement” means a letter agreement in substantially the form attached hereto as Exhibit B-2, in form and substance reasonably satisfactory to Agent, duly executed by the applicable Bank Product Provider, Borrowers, and Agent.

“Bank Product Reserve Amount” means, as of any date of determination, the Dollar amount of reserves that Agent has determined it is necessary or appropriate to establish (based upon the Bank Product Providers’ reasonable determination of their credit exposure to Borrowers and their Subsidiaries in respect of Bank Product Obligations) in respect of Bank Products then provided or outstanding.

“Bankruptcy Code” means title 11 of the United States Code, as in effect from time to time.

“Base Rate” means the greatest of (a) the Federal Funds Rate plus ½%, (b) the LIBOR Rate (which rate shall be calculated based upon a one-month term and shall be determined on a daily basis), plus one percentage point, and (c) the rate of interest announced, from time to time, within Wells Fargo at its principal office in San Francisco as its “prime rate”, with the understanding that the “prime rate” is one of Wells Fargo’s base rates (not necessarily the lowest of such rates) and serves as the basis upon which effective rates of interest are calculated for those loans making reference thereto and is evidenced by the recording thereof after its announcement in such internal publications as Wells Fargo may designate (and, if any announced rate is below zero, then the rate determined pursuant to this clause (c) shall be deemed to be zero).

“Base Rate Loan” means each portion of the Advances or the Term Loan that bears interest at a rate determined by reference to the Base Rate.

“Base Rate Margin” means, as of any date of determination (with respect to any portion of the outstanding Advances or the Term Loan on such date that is a Base Rate Loan), the Applicable Margin with respect to Base Rate Loans.

“Benchmark Replacement” means the sum of: (a) the alternate benchmark rate (which may include Term SOFR) that has been selected by Agent and Administrative Borrower giving due consideration to (i) any selection or recommendation of a replacement rate or the mechanism for determining such a rate by the Relevant Governmental Body or (ii) any evolving or then-prevailing market convention for determining a rate of interest as a replacement to the LIBOR Rate for United States dollar-denominated syndicated credit facilities and (b) the Benchmark Replacement Adjustment; provided that, if the Benchmark Replacement as so determined would be less than zero, the Benchmark Replacement shall be deemed to be zero for the purposes of this Agreement.

“Benchmark Replacement Adjustment” means, with respect to any replacement of the LIBOR Rate with an Unadjusted Benchmark Replacement for each applicable Interest Period, the spread adjustment, or method for calculating or determining such spread adjustment, (which may be a positive or negative value or zero) that has been selected by Agent and Administrative Borrower giving due consideration to (i) any selection or recommendation of a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of the LIBOR Rate with the applicable Unadjusted Benchmark Replacement by the Relevant

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Governmental Body or (ii) any evolving or then-prevailing market convention for determining a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of the LIBOR Rate with the applicable Unadjusted Benchmark Replacement for United States dollar-denominated syndicated credit facilities at such time.

“Benchmark Replacement Conforming Changes” means, with respect to any Benchmark Replacement, any technical, administrative or operational changes (including changes to the definition of “Base Rate”, the definition of “Interest Period”, timing and frequency of determining rates and making payments of interest and other administrative matters) that Agent decides may be appropriate to reflect the adoption and implementation of such Benchmark Replacement and to permit the administration thereof by Agent in a manner substantially consistent with market practice (or, if Agent decides that adoption of any portion of such market practice is not administratively feasible or if Agent determines that no market practice for the administration of the Benchmark Replacement exists, in such other manner of administration as Agent decides is reasonably necessary in connection with the administration of this Agreement).

“Benchmark Replacement Date” means the earlier to occur of the following events with respect to the LIBOR Rate:

(a) in the case of clause (a) or (b) of the definition of “Benchmark Transition Event,” the later of (i) the date of the public statement or publication of information referenced therein and (ii) the date on which the administrator of the LIBOR Rate permanently or indefinitely ceases to provide the LIBOR Rate; or

(b) in the case of clause (c) of the definition of “Benchmark Transition Event,” the date of the public statement or publication of information referenced therein.

“Benchmark Transition Event” means the occurrence of one or more of the following events with respect to the LIBOR Rate:

(a) a public statement or publication of information by or on behalf of the administrator of the LIBOR Rate announcing that such administrator has ceased or will cease to provide the LIBOR Rate, permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide the LIBOR Rate;

(b) a public statement or publication of information by the regulatory supervisor for the administrator of the LIBOR Rate, the Federal Reserve System of the United States (or any successor), an insolvency official with jurisdiction over the administrator for the LIBOR Rate, a resolution authority with jurisdiction over the administrator for the LIBOR Rate or a court or an entity with similar insolvency or resolution authority over the administrator for the LIBOR Rate, which states that the administrator of the LIBOR Rate has ceased or will cease to provide the LIBOR Rate permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide the LIBOR Rate; or

(c) a public statement or publication of information by the regulatory supervisor for the administrator of the LIBOR Rate announcing that the LIBOR Rate is no longer representative.

“Benchmark Transition Start Date” means (a) in the case of a Benchmark Transition Event, the earlier of (i) the applicable Benchmark Replacement Date and (ii) if such Benchmark Transition Event is a public statement or publication of information of a prospective event, the 90th day prior to the expected date of such event as of such public statement or publication of information (or if the expected date of such prospective event is fewer than 90 days after such statement or publication, the date of such statement or publication) and (b) in the case of an Early Opt-in Election, the date specified by Agent or the Required Lenders, as applicable, by notice to Administrative Borrower, Agent (in the case of such notice by the Required Lenders) and the Lenders.

“Benchmark Unavailability Period” means, if a Benchmark Transition Event and its related Benchmark Replacement Date have occurred with respect to the LIBOR Rate and solely to the extent that the

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LIBOR Rate has not been replaced with a Benchmark Replacement, the period (x) beginning at the time that such Benchmark Replacement Date has occurred if, at such time, no Benchmark Replacement has replaced the LIBOR Rate for all purposes hereunder in accordance with Section 2.12(d)(iii) and (y) ending at the time that a Benchmark Replacement has replaced the LIBOR Rate for all purposes hereunder pursuant to Section 2.12(d)(iii).

“Beneficial Ownership Certification” means a certification regarding beneficial ownership as required by the Beneficial Ownership Regulation.

“Beneficial Ownership Regulation” means 31 C.F.R. § 1010.230.

“BHC Act Affiliate” of a Person means an “affiliate” (as such term is defined under, and interpreted in accordance with, 12 U.S.C. 1841(k)) of such Person.

“BMD Delanco” means BMD Delanco Real Estate, L.L.C., a Delaware limited liability company.

“Board of Directors” means the board of directors (or comparable managers) of Boise Cascade or any committee thereof duly authorized to act on behalf of the board of directors (or comparable managers).

“Board of Governors” means the Board of Governors of the Federal Reserve System of the United States (or any successor).

“Boise Cascade” has the meaning specified therefor in the preamble to the Agreement.

“Boise Materials Distribution” has the meaning specified therefor in the preamble to the Agreement.

“Boise Wood Products” has the meaning specified therefor in the preamble to the Agreement.

“Borrower” and “Borrowers” have the respective meanings specified therefor in the preamble to the Agreement.

“Borrower Materials” has the meaning specified therefor in Section 17.9(c) of the Agreement.

“Borrowing” means a borrowing consisting of Advances made on the same day by the Lenders (or Agent on behalf thereof), or by Swing Lender in the case of a Swing Loan, or by Agent in the case of a Protective Advance.

“Borrowing Base” means, as of any date of determination, the result of (a) the Accounts Formula Amount, plus (b) the Inventory Formula Amount, minus (c) the aggregate amount of Reserves (but without duplication of Reserves previously taken into account in the determination of the components of the Borrowing Base), if any, established by Agent in its Permitted Discretion under Section 2.1(c) of the Agreement, minus (d) the outstanding principal balance of the Term Loan at such time. Notwithstanding anything to the contrary set forth in the Agreement, if one or more Borrowers acquires or creates Accounts or Inventory in connection with an acquisition, no such Accounts shall constitute Eligible Accounts and no such Inventory shall constitute Eligible Inventory, in each case, hereunder until Agent has conducted and completed an appraisal and/or field examination (as applicable) of such Accounts and/or Inventory reasonably required by Agent with results reasonably satisfactory to Agent, except that any such Accounts and Inventory having, in the aggregate, (I) to the extent Excess Availability, immediately prior to the acquisition or creation thereof (and after giving effect thereto), is less than $200,000,000, a book value not in excess of $25,000,000 and (II) to the extent Excess Availability, immediately prior to the acquisition or creation thereof (and after giving effect thereto), equals or exceeds $200,000,000, a book value not in excess of $50,000,000, in each case, that would otherwise constitute Eligible Accounts and Eligible Inventory (as applicable) hereunder but for the operation of this sentence shall be deemed Eligible Accounts and Eligible Inventory (as applicable) until Agent has conducted and completed the appraisals and/or field examinations (as applicable) referred to in this sentence.

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“Borrowing Base Certificate” means a certificate in the form of Exhibit B-1.

“Borrowing Base Excess Amount” has the meaning set forth in Section 2.4(e).

“Borrowing Base Reporting Excess Availability Threshold” means 12.5% of the aggregate Revolver Commitments.

“Borrowing Base Reporting Trigger Period” means any period (a) commencing on the day that an Event of Default occurs or Excess Availability is less than the Borrowing Base Reporting Excess Availability Threshold at any time and (b) continuing until no Event of Default has existed and Average Excess Availability has been greater than the Borrowing Base Reporting Excess Availability Threshold at all times for two consecutive months.

“Builders FirstSource” means Builders FirstSource, Inc., a Delaware corporation, and its Affiliates.

“Business Day” means any day that is not a Saturday, Sunday, or other day on which banks are authorized or required to close in the state of New York, except that, if a determination of a Business Day shall relate to a LIBOR Rate Loan, the term “Business Day” also shall exclude any day on which banks are closed for dealings in Dollar deposits in the London interbank market.

“Canadian Dollars” or “Cdn$” means the lawful currency of Canada, as in effect from time to time.

“Capital Expenditures” means, with respect to any Person for any period, the aggregate of all expenditures by such Person and its Subsidiaries during such period that are capital expenditures as determined in accordance with GAAP, whether such expenditures are paid in cash or financed; provided that Capital Expenditures shall not include (a) the purchase price paid in connection with a Permitted Acquisition, (b) the non-cash consideration transferred or disposed of in connection with capital expenditures made with Permitted Operating Asset Swaps, (c) any additions to property, plant and equipment and other capital expenditures made with (i) the proceeds of any issued Stock to the extent that the proceeds and/or consideration therefrom are utilized for capital expenditures within twelve months of the receipt of such proceeds, (ii) the proceeds from any casualty insurance or condemnation or eminent domain, or proceeds otherwise provided by Persons other than Borrowers and their Subsidiaries to the extent that such proceeds are utilized for capital expenditures within twelve months of the receipt of such proceeds, (iii) the proceeds or consideration received from any sale, trade in or other disposition of Equipment or Real Property, to the extent that the proceeds and/or consideration therefrom are utilized for capital expenditures within twelve months of the receipt of such proceeds, or (d) any expenditures which are contractually required to be, and have been, reimbursed to the Loan Parties in cash by a third party (including landlords) during such period of calculation..

“Cash Dominion Excess Availability Threshold” means 12.5% of the aggregate Revolver Commitments.

“Cash Dominion Trigger Period” means any period (a) commencing on the day that an Event of Default occurs or Excess Availability is less than the Cash Dominion Excess Availability Threshold at any time and (b) continuing (i) in the case of any Cash Dominion Trigger Period arising due to the third instance in which Excess Availability is less than the Cash Dominion Excess Availability Threshold at any time, from and after that commencement date, and (ii) in all other cases, until no Event of Default has existed and Excess Availability has been greater than the Cash Dominion Excess Availability Threshold at all times for two consecutive months.

“Cash Equivalents” means (a) marketable direct obligations issued by, or unconditionally guaranteed by, the United States or issued by any agency thereof and backed by the full faith and credit of the United States, in each case maturing within 1 year from the date of acquisition thereof, (b) marketable direct obligations issued or fully guaranteed by any state of the United States or any political subdivision of any such state

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or any public instrumentality thereof maturing within 1 year from the date of acquisition thereof and, at the time of acquisition, having one of the two highest ratings obtainable from either Standard & Poor’s Rating Group (“S&P”) or Moody’s Investors Service, Inc. (“Moody’s”), (c) commercial paper maturing no more than 270 days from the date of creation thereof and, at the time of acquisition, having a rating of at least A-1 from S&P or at least P-1 from Moody’s, (d) certificates of deposit, time deposits, overnight bank deposits or bankers’ acceptances maturing within 1 year from the date of acquisition thereof issued by any bank organized under the laws of the United States or any state thereof or the District of Columbia or any United States branch of a foreign bank having at the date of acquisition thereof combined capital and surplus of not less than $250,000,000, (e) Deposit Accounts maintained with (i) any bank that satisfies the criteria described in clause (d) above, or (ii) any other bank organized under the laws of the United States or any state thereof so long as the full amount maintained with any such other bank is insured by the Federal Deposit Insurance Corporation, (f) repurchase obligations of any commercial bank satisfying the requirements of clause (d) of this definition or recognized securities dealer having combined capital and surplus of not less than $250,000,000, having a term of not more than seven days, with respect to securities satisfying the criteria in clauses (a) or (d) above, (g) debt securities with maturities of six months or less from the date of acquisition backed by standby letters of credit issued by any commercial bank satisfying the criteria described in clause (d) above, and (h) Investments in money market funds substantially all of whose assets are invested in the types of assets described in clauses (a) through (g) above.

“Cash Management Services” means any cash management or related services including treasury, depository, return items, overdraft, controlled disbursement, e-payables services, electronic funds transfer, interstate depository network, automatic clearing house transfer (including the Automated Clearing House processing of electronic funds transfers through the direct Federal Reserve Fedline system) and other cash management arrangements.

“CERCLA” means the Comprehensive Environmental Response Compensation and Liability Act (42 U.S.C. § 9601 et seq.).

“CFC” means (a) a controlled foreign corporation (as that term is defined in the IRC), and (b) any entity (i) that is disregarded for United States federal income tax purposes as an entity that is separate from its owner, (ii) that wholly owns the Stock of one or more CFCs, and (iii) that owns no assets other than, and engages in no business operations other than owning, the Stock of one or more CFCs.

“Change of Control” means an event or series of events by which

(a)    [Intentionally Omitted]

(b)    at any time after any IPO, any Person or two or more Persons acting in concert shall have acquired by contract or otherwise, or shall have entered into a contract or arrangement that, upon consummation thereof, will result in its or their acquisition of the power to exercise, directly or indirectly, a controlling influence over the management or policies of Boise Cascade, or control, directly or indirectly, over the Stock of Boise Cascade entitled to vote for members of the board of directors or equivalent governing body of Boise Cascade on a fully-diluted basis (and taking into account all such Stock that such Person or Persons have the right to acquire pursuant to any option right) representing 35% or more of the combined voting power of such Stock; or

(c)    a “change of control” or any comparable term under, and as defined in, the Indenture shall have occurred; or

(d)    Boise Cascade shall cease at any time to own and control, directly or indirectly, beneficially and of record, 100% of the Stock of each of the other Borrowers (except as a result of a transaction permitted by Section 6.3).

“Change in Law” means the occurrence after the date of this Agreement of: (a) the adoption or effectiveness of any law, rule, regulation, judicial ruling, judgment or treaty, (b) any change in any law, rule, regulation, judicial ruling, judgment or treaty or in the administration, interpretation, implementation or application

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by any Governmental Authority of any law, rule, regulation, guideline or treaty, or (c) the making or issuance by any Governmental Authority of any request, rule, guideline or directive, whether or not having the force of law; provided, that notwithstanding anything in this Agreement to the contrary, (i) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith, and (ii) all requests, rules, guidelines or directives concerning capital adequacy promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities shall, in each case, be deemed to be a “Change in Law,” regardless of the date enacted, adopted or issued.

“Closing Date” means the date on which Agent sends Administrative Borrower a written notice that each of the conditions precedent set forth on Schedule 3.1 either have been satisfied or have been waived.

“Code” means the New York Uniform Commercial Code, as in effect from time to time.

“Collateral” means all assets and interests in assets and proceeds thereof now owned or hereafter acquired by a Loan Party in or upon which a Lien is granted by such Person in favor of Agent or the Lenders under any of the Loan Documents.

“Collateral Access Agreement” means a landlord waiver, bailee letter, or acknowledgement agreement of any lessor, warehouseman, processor, consignee, or other Person in possession of, having a Lien upon, or having rights or interests in a Loan Party’s books and records, Equipment, or Inventory, in each case, in form and substance reasonably satisfactory to Agent.

“Collections” means all cash, checks, notes, instruments, and other items of payment (including insurance proceeds, cash proceeds of asset sales, rental proceeds, and tax refunds).

“Commitment” means, with respect to each Lender, its Revolver Commitment, its Term Loan Commitment, or its Total Commitment, as the context requires, and, with respect to all Lenders, their Revolver Commitments, their Term Loan Commitments, or their Total Commitments, as the context requires, in each case as such Dollar amounts are set forth beside such Lender’s name under the applicable heading on Schedule C-1 or in the Assignment and Acceptance pursuant to which such Lender became a Lender under the Agreement, as such amounts may be reduced or increased from time to time pursuant to assignments made in accordance with the provisions of Section 13.1 of the Agreement.

“Commodity Exchange Act” means the Commodity Exchange Act (7 U.S.C. § 1 et seq.), as amended from time to time, and any successor statute.

“Compliance Certificate” means a certificate substantially in the form of Exhibit C-1 delivered by a Senior Officer of Administrative Borrower to Agent.

“Confidential Information” has the meaning specified therefor in Section 17.9(a) of the Agreement.

“Contingent Obligation” means any obligation of a Person arising from a guaranty, indemnity or other assurance of payment or performance of any Indebtedness, lease, dividend or other obligation (“primary obligations”) of another obligor (“primary obligor”) in any manner, whether directly or indirectly, including any obligation of such Person under any (a) guaranty, endorsement, co-making or sale with recourse of an obligation of a primary obligor; (b) obligation to make take-or-pay or similar payments regardless of nonperformance by any other party to an agreement; and (c) arrangement (i) to purchase any primary obligation or security therefor, (ii) to supply funds for the purchase or payment of any primary obligation, (iii) to maintain or assure working capital, equity capital, net worth or solvency of the primary obligor, (iv) to purchase property or services for the purpose of assuring the ability of the primary obligor to perform a primary obligation, or (v) otherwise to assure or hold harmless the holder of any primary obligation against loss in respect thereof. The amount of any Contingent Obligation shall be deemed to be the stated or determinable amount of the primary obligation (or, if less, the

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maximum amount for which such Person may be liable under the instrument evidencing the Contingent Obligation) or, if not stated or determinable, the maximum reasonably anticipated liability with respect thereto.

“Control Agreement” means a control agreement, in form and substance reasonably satisfactory to Agent, executed and delivered by a Borrower or other Loan Party, Agent, and the applicable securities intermediary (with respect to a Controlled Securities Account) or applicable bank (with respect to a Controlled Deposit Account).

“Controlled Account Bank” has the meaning specified therefor in Section 5.17(a) of the Agreement.

“Controlled Deposit Account” means (a) any Deposit Account of a Loan Party in existence on the Sixth Amendment Effective Date and identified on Schedule 4.15 as a “Controlled Deposit Account” and (b)(i) any Deposit Account opened by a Loan Party following the Sixth Amendment Effective Date that at any time has a balance in excess of $250,000 or (ii) any two or more Deposit Accounts opened by the Loan Parties following the Sixth Amendment Effective Date that at any time have an aggregate balance in excess of $500,000 (provided that in no event shall any Deposit Account used solely for the purpose of making tax, payroll, or employee benefit payments be a “Controlled Deposit Account”).

“Controlled Securities Account” means (i) any Securities Account of a Loan Party that at any time has a balance in excess of $250,000 or (ii) any two or more Securities Accounts that at any time have an aggregate balance in excess of $500,000.

“Copyright Security Agreement” has the meaning specified therefor in the Security Agreement.

“Copyrights” has the meaning specified therefor in the Security Agreement.

“Covered Entity” means any of the following:

(a) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b);

(b) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or

(c) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b).

“Covered Party” has the meaning specified therefor in Section 17.17 of this Agreement.

“CWA” means the Clean Water Act (33 U.S.C. §§ 1251 et seq.).

“Daily Balance” means, as of any date of determination and with respect to any Obligation, the amount of such Obligation owed at the end of such day.

“Default” means an event, condition, or default that, with the giving of notice, the passage of time, or both, would be an Event of Default.

“Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable.

“Defaulting Lender” means any Lender that (a) has failed to fund any amounts required to be funded by it under the Agreement within 1 Business Day of the date that it is required to do so under the Agreement (including the failure to make available to Agent amounts required pursuant to a Settlement or to make a required payment in connection with a Letter of Credit Disbursement), (b) notified any Borrower, Agent, or any Lender in

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writing that it does not intend to comply with all or any portion of its funding obligations under the Agreement, (c) has made a public statement to the effect that it does not intend to comply with its funding obligations under the Agreement or under other agreements generally (as reasonably determined by Agent) under which it has committed to extend credit, (d) failed, within 1 Business Day after written request by Agent, to confirm that it will comply with the terms of the Agreement relating to its obligations to fund any amounts required to be funded by it under the Agreement, (e) otherwise failed to pay over to Agent or any other Lender any other amount required to be paid by it under the Agreement within 1 Business Day of the date that it is required to do so under the Agreement, or (f) (i) becomes or is insolvent or has a parent company that has become or is insolvent or (ii) becomes the subject of a bankruptcy or Insolvency Proceeding, or has had a receiver, conservator, trustee, or custodian or appointed for it, or has taken any action in furtherance of, or indicating its consent to, approval of or acquiescence in any such proceeding or appointment or has a parent company that has become the subject of a bankruptcy or Insolvency Proceeding, or has had a receiver, conservator, trustee, or custodian appointed for it, or has taken any action in furtherance of, or indicating its consent to, approval of or acquiescence in any such proceeding or appointment.

“Defaulting Lender Rate” means (a) for the first 3 days from and after the date the relevant payment is due, the Base Rate, and (b) thereafter, the interest rate then applicable to Advances that are Base Rate Loans (inclusive of the Base Rate Margin applicable thereto).

“Deposit Account” means any deposit account (as that term is defined in the Code).

“Designated Account” means the Deposit Account of Administrative Borrower identified on Schedule D-1.

“Designated Account Bank” has the meaning specified therefor in Schedule D-1.

“Dilution” means, as of any date of determination, a percentage, based upon the experience of the most recently ended twelve-calendar-month period, that is the result of dividing the Dollar amount of (a) bad debt write-downs, discounts, promotional allowances, credits, or other dilutive items with respect to Borrowers’ Accounts during such period, by (b) Borrowers’ billings with respect to Accounts during such period.

“Dilution Reserve” means, as of any date of determination, an amount sufficient to reduce the advance rate against Eligible Accounts by 1 percentage point for each percentage point by which Dilution is in excess of 3%.

“Document” means a document (as that term is defined in the Code).

“Dollars” or “$” means United States dollars.

“Domestic Subsidiary” means any Subsidiary organized under the laws of the United States of America, any State thereof or the District of Columbia.

“Drawing Document” means any Letter of Credit or other document presented for purposes of drawing under any Letter of Credit, including by electronic transmission such as SWIFT, electronic mail, facsimile or computer generated communication.

“Early Opt-in Election” means the occurrence of:

(a) (i) a determination by Agent or (ii) a notification by the Required Lenders to Agent (with a copy to Administrative Borrower) that the Required Lenders have determined that United States dollar-denominated syndicated credit facilities being executed at such time, or that include language similar to that contained in Section 2.12(d)(iii) are being executed or amended, as applicable, to incorporate or adopt a new benchmark interest rate to replace the LIBOR Rate, and

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(b) (i) the election by Agent or (ii) the election by the Required Lenders to declare that an Early Opt-in Election has occurred and the provision, as applicable, by Agent of written notice of such election to Administrative Borrower and the Lenders or by the Required Lenders of written notice of such election to Agent.

“EBITDA” means, determined on a consolidated basis in accordance with GAAP for any fiscal period of Boise Cascade and its Subsidiaries, the sum of (a) Adjusted Net Income, plus (b) to the extent deducted in the calculation of Adjusted Net Income:

(i)    all income tax expense of Boise Cascade and Subsidiaries, on a consolidated basis;

(ii)    all interest expense of Boise Cascade and its Subsidiaries, on a consolidated basis;

(iii)    depreciation, depletion and amortization expense of Boise Cascade and its Subsidiaries, on a consolidated basis (in each case excluding amortization expense attributable to a prepaid item that was paid in cash in a prior period);

(iv)    [Intentionally Omitted]; and

(v)    any non-recurring costs and expenses related to any public or private offering of Stock of Boise Cascade to the extent that cash proceeds of such offering exceed the costs and expenses of such offering,

in each case for such period. Notwithstanding the foregoing, the provision for taxes based on the income or profits of, and the depreciation, amortization and depletion and non-cash charges of, a Subsidiary shall be added to Net Income to compute EBITDA only to the extent (and in the same proportion, including by reason of minority interests) that the net income or loss of such Subsidiary was included in calculating Net Income for any purpose and, with respect to a Subsidiary that is not a Loan Party, only if a corresponding amount would be permitted at the date of determination to be dividended to a Loan Party by such Subsidiary without prior approval (that has not been obtained), pursuant to the terms of its charter and all agreements, instruments, judgments, decrees, orders, statutes, rules and governmental regulations applicable to such Subsidiary or its stockholders.

Solely for purposes of calculating the Fixed Charge Coverage Ratio, if during any period (each, a “Reference Period”) (or, in the case of pro forma calculations, during the period from the last day of such Reference Period to and including the date as of which such calculation is made) the Borrowers or any Subsidiary shall have made a Material Disposition or Material Acquisition, their EBITDA for such Reference Period shall be calculated after giving pro forma effect thereto as if such Material Disposition or Material Acquisition occurred on the first day of such Reference Period; provided that such pro forma calculations shall give effect to operating expense reductions and other cost savings only to the extent that such reductions and savings would be permitted to be reflected in a pro forma financial statement prepared in compliance with Regulation S-X. As used in this definition, “Material Acquisition” means any Permitted Acquisition or series of related Permitted Acquisitions that involves consideration (including any non-cash consideration) with a fair market value in excess of $20,000,000; and “Material Disposition” means any disposition of property or series of related dispositions of property or assets (including the Stock of a Subsidiary) that involves consideration (including any non-cash consideration) with a fair market value in excess of $20,000,000.

“EEA Financial Institution” means (a) any credit institution or investment firm established in any EEA Member Country which is subject to the supervision of an EEA Resolution Authority, (b) any entity established in an EEA Member Country which is a parent of an institution described in clause (a) of this definition, or (c) any financial institution established in an EEA Member Country which is a subsidiary of an institution described in clauses (a) or (b) of this definition and is subject to consolidated supervision with its parent.

“EEA Member Country” means any of the member states of the European Union, Iceland, Liechtenstein, and Norway.

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“EEA Resolution Authority” means any public administrative authority or any person entrusted with public administrative authority of any EEA Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution.

“Eligible Accounts” means those Accounts created by any Borrower in the ordinary course of its business, that arise out of such Borrower’s sale of goods or rendition of services, that comply with each of the representations and warranties respecting Eligible Accounts made in the Loan Documents, and that are not excluded as ineligible by virtue of one or more of the excluding criteria set forth below; provided, however, that (x) such criteria may be revised from time to time by Agent in Agent’s Permitted Discretion to address the results of any audit performed by Agent from time to time after the Closing Date; (y) if the Payment Conditions are satisfied immediately after giving effect thereto, then Agent shall not establish any criteria for excluding Accounts from Eligible Accounts other than those set forth below or previously established in accordance with this Agreement unless the Agent shall have given Boise Cascade at least five Business Days’ prior notice of Agent’s intention to establish any such new criteria including an explanation as to the reasons that the Agent has determined in its Permitted Discretion that such criteria are appropriate; and (z) if the Payment Conditions are not satisfied immediately after giving effect thereto, then Agent shall endeavor to give Boise Cascade at least five Business Days’ prior notice of Agent’s intention to establish any new criteria for excluding Accounts from Eligible Accounts other than those set forth below or previously established in accordance with this Agreement, but the Agent shall have no obligation to deliver any such notice if Agent determines in its Permitted Discretion that it is necessary or appropriate to establish such criteria without delay, and in no event will the Agent have any liability to any Loan Parties or otherwise for failure to deliver any notice described above. In determining the amount to be included, Eligible Accounts shall be calculated net of customer deposits and unapplied cash. Eligible Accounts shall not include the following:

(a)    Accounts that the Account Debtor has failed to pay within 60 days of original due date or within 90 days of original invoice date;

(b)    Accounts owed by an Account Debtor (or its Affiliates) where 50% or more of all Accounts owed by that Account Debtor (or its Affiliates) are deemed ineligible under clause (a) above;

(c)    Accounts with respect to which the Account Debtor is an Affiliate of a Borrower or an employee or agent of a Borrower or any Affiliate of a Borrower;

(d)    Accounts arising in a transaction wherein goods are placed on consignment or are sold pursuant to a guaranteed sale, a sale or return, a sale on approval, a bill and hold, or any other terms by reason of which the payment by the Account Debtor may be conditional (except to the extent such condition has been satisfied);

(e)    Accounts that are not payable in Dollars, other than Accounts payable in Canadian Dollars that are not in excess of Cdn$10,000,000 in the aggregate;

(f)    Accounts with respect to which the Account Debtor either (i) does not maintain its chief executive office or principal offices in the United States, Canada, or an Approved Foreign Jurisdiction or (ii) is not organized under the laws of the United States, Canada, an Approved Foreign Jurisdiction, or any state, province, or other political subdivision thereof, unless the Account is supported by an irrevocable letter of credit reasonably satisfactory to Agent (as to form, substance, and issuer or domestic confirming bank) that has been delivered to Agent and is directly drawable by Agent; provided, however, that the aggregate amount of Accounts owing from Account Debtors organized or maintaining their chief executive office in Approved Foreign Jurisdictions shall not exceed 5% of the Eligible Accounts at any time;

(g)    Accounts with respect to which the Account Debtor is either (i) the United States or any department, agency, or instrumentality of the United States (exclusive, however, of Accounts with respect to which Borrowers have complied, to the reasonable satisfaction of Agent, with the Assignment of Claims Act, 31 USC §3727), (ii) any state of the United States, or (iii) the government of any foreign country or sovereign state, or of any

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state, province, municipality, or other political subdivision thereof, or of any department, agency, public corporation, or other instrumentality thereof;

(h)    Accounts with respect to which the Account Debtor is a creditor of a Borrower, has or has asserted a right of setoff, or has disputed its obligation to pay all or any portion of the Account, to the extent of such claim, right of setoff, or dispute;

(i)    Accounts with respect to an Account Debtor whose total obligations owing to Borrowers exceed (i) with respect to Eligible Accounts not generated by Builders FirstSource, Home Depot or Lowe’s, 10% (such percentage, as applied to a particular Account Debtor, being subject to reduction by Agent in its Permitted Discretion if the creditworthiness of such Account Debtor deteriorates) of all such Eligible Accounts, to the extent of the obligations owing by such Account Debtor in excess of such percentage or (ii) with respect to Eligible Accounts generated by Builders FirstSource, Home Depot or Lowe’s, 20% (such percentage, as applied to a particular Account Debtor, being subject to reduction by Agent in its Permitted Discretion if the creditworthiness of such Account Debtor deteriorates) of all such Eligible Accounts, to the extent of the obligations owing by such Account Debtor in excess of such percentage; provided, however, that, in each case, the amount of Eligible Accounts that are excluded because they exceed the foregoing percentage shall be determined by Agent based on all of the otherwise Eligible Accounts prior to giving effect to any eliminations based upon the foregoing concentration limit;

(j)    Accounts with respect to which the Account Debtor is, to the knowledge of a Senior Officer of a Borrower, subject to an Insolvency Proceeding, is not Solvent, has gone out of business, or as to which a Senior Officer of a Borrower has received notice of an imminent Insolvency Proceeding or a material impairment of the financial condition of such Account Debtor;

(k)    Accounts, the collection of which, Agent, in its Permitted Discretion, believes to be doubtful by reason of the Account Debtor’s financial condition;

(l)    Accounts that are not subject to a valid and perfected first-priority Agent’s Lien or that are subject to any other Lien (other than Permitted Liens that (i) are junior in priority to the Agent’s Liens or subject to reserves under Section 2.1(c) as required by Agent and (ii) do not impair the ability of Agent to realize on or obtain the full benefit of the Collateral);

(m)    Accounts with respect to which (i) the goods giving rise to such Account have not been shipped and billed to the Account Debtor, or (ii) the services giving rise to such Account have not been performed and billed to the Account Debtor;

(n)     Accounts with respect to which the Account Debtor is a Sanctioned Person or Sanctioned Entity;

(o)    Accounts that represent the right to receive progress payments or other advance billings that are due prior to the completion of performance by Borrowers of the subject contract for goods or services;

(p)    there are any facts, events or occurrences which would impair the validity, enforceability or collectability of such Accounts or reduce the amount payable or delay payment thereunder other than unexpired volume or pricing discounts or rebates, if any, to which the Account Debtor may be entitled in accordance with Borrowers’ Ordinary Course of Business practices with such Account Debtors as disclosed to Agent;

(q)    to the knowledge of any Borrower, there are any proceedings or actions which are threatened or pending against the Account Debtor with respect to such Accounts which might result in any material adverse change in any such Account Debtor’s financial condition (including, without limitation, any bankruptcy, dissolution, liquidation, reorganization or similar proceeding); or

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(r)    except as set forth in the definition of Borrowing Base, Accounts acquired or created in connection with an acquisition, unless Agent has conducted and completed field examinations of such Accounts reasonably required by Agent with results reasonably satisfactory to Agent.

“Eligible In-Transit Inventory” means Inventory owned by a Borrower or payment for which is backed by documentary Letters of Credit issued to support Borrowers’ purchase of such Inventory, that would be Eligible Inventory if it were not subject to a Document and in transit from a domestic or foreign location to a location of Loan Party within the United States (excluding all Inventory that is in transit between Borrowers), and that Agent, in its Permitted Discretion, deems to be Eligible In-Transit Inventory. Without limiting the foregoing, no Inventory shall be Eligible In-Transit Inventory unless it (a) is insured in a manner satisfactory to Agent; (b) has been identified to the applicable sales contract and title has passed to a Borrower; (c) is not sold by a vendor that has a right to reclaim, divert shipment of, repossess, stop delivery, claim any reservation of title or otherwise assert Lien rights against the Inventory, or with respect to whom any Borrower is in default of any obligations; (d) is subject to purchase orders and other sale documentation satisfactory to Agent; (e) is shipped by a common carrier that is not affiliated with the vendor; and (f) in the case of Inventory in transit from a foreign location, (i) shall be subject a negotiable Document showing Agent (or, with the consent of Agent, the applicable Borrower) as consignee, which Document is in the possession of Agent or such other Person as Agent shall approve and (ii) is being handled by a customs broker, freight-forwarder or other handler that has delivered a Collateral Access Agreement.

“Eligible Inventory” mean Inventory owned by a Borrower or payment for which is backed by documentary Letters of Credit issued to support Borrowers’ purchase of such Inventory that Agent, in its Permitted Discretion, deems to be Eligible Inventory. Without limiting the foregoing, no Inventory shall be Eligible Inventory unless it (a) is finished goods, raw materials or work-in-process, and not packaging or shipping materials, labels, samples, display items, bags, replacement parts or manufacturing supplies; (b) is not subject to any deposit or down payment; (c) is in new and saleable condition and is not damaged, defective, shopworn or otherwise unfit for sale; (d) is not slow-moving, obsolete or unmerchantable, and does not constitute returned or repossessed goods; (e) meets all standards imposed by any Governmental Authority, and does not constitute hazardous materials under any Environmental Law; (f) conforms with the covenants and representations herein; (g) is subject to Agent’s duly perfected, first priority Lien, and no other Lien (other than Permitted Liens, provided that such Liens (i) are junior in priority to the Agent’s Liens or subject to Reserves as required by Agent and (ii) do not impair the ability of the Agent to realize on or obtain the full benefit of the Collateral); (h) is within the continental United States or Canada, is not in transit except between locations of Borrowers; (i) is not subject to any warehouse receipt or negotiable Document; (j) is not subject to any License or other arrangement that restricts in any material respect such Borrower’s or Agent’s right to dispose of such Inventory; and (k) is not (i) located on leased premises unless the lessor or such Person has delivered a Collateral Access Agreement or an appropriate Rent and Charges Reserve has been established or in the possession of a warehouseman, processor, repairman, mechanic, shipper, freight forwarder, reload center or other Person or (ii) consigned to any Person, unless with respect to clause (j) and to this clause (k)(ii), the Inventory constitutes either Eligible Offsite Inventory or Eligible In-Transit Inventory. In addition, if one or more Borrowers acquires or creates Inventory in connection with an acquisition, then Agent shall, at Borrowers’ expense, conduct appraisals and field examinations of such Inventory and, except as set forth in the definition of Borrowing Base, no such Inventory shall constitute Eligible Inventory hereunder until Agent has conducted and completed such appraisals and field examinations of such Inventory reasonably required by Agent with results reasonably satisfactory to Agent.

“Eligible Offsite Inventory” means any Inventory that would otherwise constitute Eligible Inventory hereunder except for the fact that such Inventory is located offsite at warehousemen, processors, repairmen, mechanics, reload centers or consignees in the Ordinary Course of Business, provided Agent has received acceptable documentation of the amount and nature of such Inventory, a Collateral Access Agreement or a Reserve reasonably satisfactory to Agent, is satisfied that acceptable inventory controls exists at such locations, and all necessary UCC filings, notices, and other actions have been taken to maintain the perfection and priority of Agent’s Lien on such Inventory.

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“Eligible Swap Assets” means, in the case of a Permitted Operating Asset Swap, assets constituting warehousing or distribution facilities (including any related equipment and interests in real property associated therewith).

“Eligible Transferee” means (a) a commercial bank organized under the laws of the United States, or any state thereof, and having total assets in excess of $250,000,000, (b) a commercial bank organized under the laws of any other country which is a member of the Organization for Economic Cooperation and Development or a political subdivision of any such country and which has total assets in excess of $250,000,000, provided that such bank is acting through a branch or agency located in the United States, (c) a finance company, insurance company, or other financial institution or fund that is engaged in making, purchasing, or otherwise investing in commercial loans in the ordinary course of its business and having (together with its Affiliates) total assets in excess of $250,000,000, (d) any Affiliate (other than individuals) of a pre-existing Lender, (e) so long as no Event of Default has occurred and is continuing, any other Person approved by Agent and Borrowers (such approval by Borrowers not to be unreasonably withheld, conditioned or delayed), and (f) during the continuation of an Event of Default, any other Person approved by Agent.

“Environmental Action” means any written complaint, summons, citation, notice, directive, order, claim, litigation, investigation, judicial or administrative proceeding, judgment, letter, or other written communication from any Governmental Authority, or any third party involving violations of Environmental Laws or releases of Hazardous Materials (a) from any assets, properties, or businesses of any Borrower, any Subsidiary of a Borrower, or any of their predecessors in interest, (b) from adjoining properties or businesses, or (c) from or onto any facilities which received Hazardous Materials generated by any Borrower, any Subsidiary of a Borrower, or any of their predecessors in interest.

“Environmental Law” means any Applicable Law (including any program, permits, and guidance promulgated by regulatory agencies having the force and effect of law) relating to protection of public health from environmental hazards (but excluding occupational safety and health, to the extent regulated by OSHA) or the protection or pollution of the environment, including CERCLA, RCRA and CWA..

“Environmental Liabilities” means all liabilities, monetary obligations, losses, damages, costs and expenses (including all reasonable fees, disbursements and expenses of counsel, experts, or consultants, and costs of investigation and feasibility studies), fines, penalties, sanctions, and interest incurred as a result of any claim or demand, or Remedial Action required, by any Governmental Authority or any third party, and which relate to any Environmental Action.

“Environmental Lien” means any Lien in favor of any Governmental Authority for Environmental Liabilities.

“Equipment” means equipment (as that term is defined in the Code).

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended, and any successor statute thereto.

“ERISA Affiliate” means (a) any Person subject to ERISA whose employees are treated as employed by the same employer as the employees of any Borrower or its Subsidiaries under IRC Section 414(b), (b) any trade or business subject to ERISA whose employees are treated as employed by the same employer as the employees of any Borrower or its Subsidiaries under IRC Section 414(c), (c) solely for purposes of Section 302 of ERISA and Section 412 of the IRC, any organization subject to ERISA that is a member of an affiliated service group of which any Borrower or any of its Subsidiaries is a member under IRC Section 414(m), or (d) solely for purposes of Section 302 of ERISA and Section 412 of the IRC, any Person subject to ERISA that is a party to an arrangement with any Borrower or its Subsidiaries and whose employees are aggregated with the employees of any Borrower or its Subsidiaries under IRC Section 414(o).

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“ERISA Event” means (a) a Reportable Event with respect to a Pension Plan; (b) a withdrawal by any Loan Party or ERISA Affiliate from a Pension Plan subject to Section 4063 of ERISA during a plan year in which it was a substantial employer (as defined in Section 4001(a)(2) of ERISA) or a cessation of operations that is treated as such a withdrawal under Section 4062(e) of ERISA; (c) a complete or partial withdrawal by any Loan Party or ERISA Affiliate from a Multiemployer Plan or notification that a Multiemployer Plan is in reorganization; (d) the filing of a notice of intent to terminate, the treatment of a Plan amendment as a termination under Section 4041 or 4041A of ERISA, or the commencement of proceedings by the PBGC to terminate a Pension Plan or Multiemployer Plan; (e) the failure by any Loan Party or ERISA Affiliate to meet any funding obligations with respect to any Pension Plan or Multiemployer Plan; (f) an event or condition which constitutes grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Pension Plan or Multiemployer Plan; or (g) the imposition of any liability under Title IV of ERISA, other than for PBGC premiums due but not delinquent under Section 4007 of ERISA, upon any Loan Party or ERISA Affiliate.

“EU Bail-In Legislation Schedule” means the EU Bail-In Legislation Schedule published by the Loan Market Association (or any successor person), as in effect from time to time.

“Event of Default” has the meaning specified therefor in Section 8 of the Agreement.

“Excess Availability” means, as of any date of determination, the amount equal to (i) the Borrowing Base, minus (iii) the principal balance of all outstanding Advances, minus (iii) the balance of any payables stretched beyond the Borrowers’ historical accounts payable practices in effect on the Closing Date (together with any changes to such accounts payable practices as are consistent with then-current industry practice that could not reasonably be expected to have a Material Adverse Effect).

“Excess Protective Advance” has the meaning specified therefor in Section 2.3(d)(iv) of the Agreement.

“Excess Swing Loan” has the meaning specified therefor in Section 2.3(b) of the Agreement.

“Exchange Act” means the Securities Exchange Act of 1934, as in effect from time to time.

“Excluded Copyrights” the copyright registrations owned by Boise Cascade Company, as of the date hereof that are set forth on Schedule 4.13 and designated as “Excluded Copyrights.”

“Excluded Swap Obligation” means, with respect to any Loan Party, any Swap Obligation if, and to the extent that, all or a portion of the guaranty of such Loan Party of (including by virtue of the joint and several liability provisions of Section 2.14), or the grant by such Loan Party of a security interest to secure, such Swap Obligation (or any guaranty thereof) is or becomes illegal under the Commodity Exchange Act or any rule, regulation or order of the Commodity Futures Trading Commission (or the application or official interpretation of any thereof) by virtue of such Loan Party’s failure for any reason to constitute an “eligible contract participant” as defined in the Commodity Exchange Act and the regulations thereunder at the time the guaranty of such Loan Party or the grant of such security interest becomes effective with respect to such Swap Obligation. If a Swap Obligation arises under a master agreement governing more than one swap, such exclusion shall apply only to the portion of such Swap Obligation that is attributable to swaps for which such guaranty or security interest is or becomes illegal.

“Excluded Trademarks” the copyright registrations owned by Boise Cascade Company, as of the date hereof that are set forth on Schedule 4.13 and designated as “Excluded Trademarks.”

“Existing Credit Agreement” has the meaning set forth in the recitals to the Agreement.

“Existing Letters of Credit” means those letters of credit described on Schedule E-2 to the Agreement.

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“Existing Obligations” means the “Obligations” under and as defined in the Existing Credit Agreement.

“Existing Senior Notes” means the 5.6254.875% senior unsecured notes due 20242030 issued by Boise Cascade on August 29July 27, 20162020, in the original aggregate principal amount of $350,000,000400,000,000.

“Existing Senior Notes Documents” means (a) the Indenture, the Existing Senior Notes, and all other instruments, agreements and other documents evidencing or governing the Indebtedness evidenced by the Existing Senior Notes or providing for any guarantee or other right in respect thereof; and (b) all indentures, notes, and other agreements and other documents evidencing or governing any Permitted Senior Indebtedness or any permitted Refinancing Indebtedness of the Existing Senior Notes (or any permitted Refinancing Indebtedness or permitted Upsized Refinancing Indebtedness in respect thereof) or any permitted Upsized Refinancing Indebtedness of the Existing Senior Notes (or any permitted Refinancing Indebtedness or permitted Upsized Refinancing Indebtedness in respect thereof) or providing for any guarantee or other right in respect thereof.

“Farm Credit Act” means the Farm Credit Act of 1971 (as amended from time to time).

“Farm Credit Equities” has the meaning specified therefor in Section 5.18(a) of the Agreement.

“Farm Credit Equity Documents” has the meaning specified therefor in Section 5.18(a) of the Agreement.

“Farm Credit Lender” means a lending institution organized and existing pursuant to the provisions of the Farm Credit Act and under the regulation of the Farm Credit Administration.

“FATCA” means Sections 1471 through 1474 of the IRC, the United States Treasury Regulations promulgated thereunder and published guidance with respect thereto.

“FCPA” means the Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder.

“Federal Funds Rate” means, for any period, a fluctuating interest rate per annum equal to, for each day during such period, the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers, as published on the next succeeding Business Day by the Federal Reserve Bank of New York, or, if such rate is not so published for any day which is a Business Day, the average of the quotations for such day on such transactions received by Agent from three Federal funds brokers of recognized standing selected by it (and, if any such rate is below zero, then the rate determined pursuant to this definition shall be deemed zero).

“Federal Reserve Bank of New York’s Website” means the website of the Federal Reserve Bank of New York at http://www.newyorkfed.org, or any successor source.

“Fee Letter(s)” means (a) individually, (i) that certain fee letter, dated as of May 31, 2011, among Borrowers and Agent, in form and substance reasonably satisfactory to Agent, (ii) that certain fee letter, dated as of May 31, 2011, among Borrowers, Bank of America, N.A. and Merrill, Lynch, Pierce, Fenner & Smith Incorporated, (iii) the Term Loan Closing Date Fee Letter, (iv) the Term Loan Sub-Agent Fee Letter, (v) that certain fee letter, dated as of August 10, 2017, and (vi) that certain fee letter, dated as of the Sixth Amendment Effective Date, among Borrowers and Agent; and (b) collectively, each of the fee letters referenced in clause (a) above.

“Finance Lease” means a lease that is required to be capitalized for financial reporting purposes in accordance with GAAP.

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“Finance Lease Obligation” means that portion of the obligations under a Finance Lease that is required to be capitalized in accordance with GAAP.

“Financial Covenant Excess Availability Threshold” means 10% of the aggregate Revolver Commitments.

“Financial Covenant Trigger Period” means any period (a) commencing on the day that an Event of Default occurs or Excess Availability is less than the Financial Covenant Excess Availability Threshold at any time and (b) continuing until no Event of Default has existed and Excess Availability has been greater than the Financial Covenant Excess Availability Threshold at all times for two consecutive months.

“Financial Statement Reporting Excess Availability Threshold” means $75,000,000.

“Financial Statement Reporting Trigger Period” means any period (a) commencing on the day that an Event of Default occurs or Excess Availability is less than the Financial Statement Reporting Excess Availability Threshold at any time and (b) continuing until no Event of Default has existed and Excess Availability has been greater than the Financial Statement Reporting Excess Availability Threshold at all times for two consecutive months.

“Fixed Charge Coverage Ratio” means the ratio, determined on a consolidated basis for the Borrowers and their Subsidiaries as of the last day of the most recent month then ended, of (a) EBITDA for the Rolling Period ending on such date minus Capital Expenditures (except those financed with Indebtedness for borrowed money (other than Advances)) for the Rolling Period ending on such date, to (b) Fixed Charges for the Rolling Period ending on such date.

“Fixed Charges” means, with respect to any fiscal period and with respect to Borrowers determined on a consolidated basis in accordance with GAAP, the sum, without duplication, of (a) cash Interest Expense during such period (net of payments received in respect of interest-rate Hedge Agreements and interest income for such period); (b) principal payments in respect of Indebtedness for borrowed money that are required to be paid during such period (excluding payments on Advances and excluding any principal payments made with the proceeds of, and concurrently with or promptly following the incurrence of, new Indebtedness permitted to be incurred under this Agreement); and (c) all federal, state, and local income taxes paid in cash during such period; and (d) all Restricted Junior Payments paid (whether in cash or other property, other than common Stock) during such period (excluding any dividend or distribution made by any Borrower or any Subsidiary to any other Borrower or to any Subsidiary).

“Flood Laws” means the National Flood Insurance Act of 1968, Flood Disaster Protection Act of 1973, and related laws, rules and regulations, including any amendments or successor provisions.

“Foreign Lender” means any Lender or Participant that is not a United States person within the meaning of IRC section 7701(a)(30).

“Foreign Plan” means any material employee benefit plan or arrangement maintained or contributed to by any Loan Party or Subsidiary that is not subject to the laws of the United States but other than any such plan or arrangement mandated by a government other than the United States for employees of any Loan Party or Subsidiary.

“Funding Date” means the date on which a Borrowing occurs.

“GAAP” means generally accepted accounting principles as in effect from time to time in the United States, consistently applied.

“Governing Documents” means, with respect to any Person, the certificate or articles of incorporation, by-laws, or other organizational documents of such Person.

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“Governmental Authority” means any federal, state, local, or other governmental or administrative body, instrumentality, board, department, or agency or any court, tribunal, administrative hearing body, arbitration panel, commission, or other similar dispute-resolving panel or body.

“Guarantors” means (a) the Initial Guarantor; (b) each Subsidiary of a Borrower (other than any Subsidiary that is not required to become a Guarantor pursuant to Section 5.11(a)); and (c) each other Person that becomes a guarantor after the Closing Date pursuant to Section 5.11(a) of the Agreement or otherwise executes and delivers a Guaranty, and “Guarantor” means any one of them.

“Guaranty” means that certain general continuing guaranty, dated as of even date with the Agreement, executed and delivered by each extant Guarantor in favor of Agent, for the benefit of the Lender Group and the Bank Product Providers, and each other general continuing guaranty executed and delivered from time to time by a Guarantor in favor of Agent, for the benefit of the Lender Group and the Bank Product Providers, in each case, in form and substance reasonably satisfactory to Agent and substantially in the form of Exhibit G-1.

“Hazardous Materials” means (a) substances that are defined or listed in, or otherwise classified pursuant to, any Applicable Laws or regulations as “hazardous substances,” “hazardous materials,” “hazardous wastes,” “toxic substances,” or any other formulation intended to define, list, or classify substances by reason of deleterious properties such as ignitability, corrosivity, reactivity, carcinogenicity, reproductive toxicity, or “EP toxicity”, (b) oil, petroleum, or petroleum derived substances, natural gas, natural gas liquids, synthetic gas, drilling fluids, produced waters, and other wastes associated with the exploration, development, or production of crude oil, natural gas, or geothermal resources, (c) any flammable substances or explosives or any radioactive materials, and (d) asbestos in any form or electrical equipment that contains any oil or dielectric fluid containing levels of polychlorinated biphenyls in excess of 50 parts per million.

“Hedge Agreement” means a “swap agreement” as that term is defined in Section 101(53B)(a) of the Bankruptcy Code.

“Hedge Obligations” means any and all obligations or liabilities, whether absolute or contingent, due or to become due, now existing or hereafter arising, of a Borrower or its Subsidiaries arising under, owing pursuant to, or existing in respect of Hedge Agreements entered into with one or more of the Bank Product Providers. The amount of Hedge Obligations under a Hedge Agreement outstanding in respect of a Person as of any time of determination will be equal to the Hedge Termination Value of such Hedge Agreement.

“Hedge Provider” means any Lender or any of its Affiliates; provided, however, that no such Person (other than Wells Fargo or its Affiliates) shall constitute a Hedge Provider unless and until Agent shall have received a Bank Product Provider Letter Agreement from such Person and with respect to the applicable Hedge Agreement within 10 days after the execution and delivery of such Hedge Agreement with a Borrower or its Subsidiaries; provided further, however, that if, at any time, a Lender ceases to be a Lender under the Agreement, then, from and after the date on which it ceases to be a Lender thereunder, neither it nor any of its Affiliates shall constitute Hedge Providers and the obligations with respect to Hedge Agreements entered into with such former Lender or any of its Affiliates shall no longer constitute Hedge Obligations.

“Hedge Termination Value” means, in respect of any one or more Hedge Agreements, after taking into account the effect of any legally enforceable netting agreement relating to such Hedge Agreements, (a) for any date on or after the date such Hedge Agreements have been closed out and termination value(s) determined in accordance therewith, such termination value(s), and (b) for any date prior to the date referred to in clause (a), the amount(s) determined as the mark-to-market value(s) for such Hedge Agreements, as determined based upon one or more mid-market or other readily available quotations provided by any recognized dealer in such Hedge Agreements (which may include a Lender or any Affiliate of a Lender).

“Holdout Lender” has the meaning specified therefor in Section 14.2(a) of the Agreement.

“Home Depot” means Home Depot Inc., a Delaware corporation, and its Affiliates.

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“Indebtedness” as to any Person means (a) all obligations of such Person for borrowed money, (b) all obligations of such Person evidenced by bonds, debentures, notes, or other similar instruments and all reimbursement or other obligations in respect of letters of credit, bankers acceptances, or other financial products, (c) all obligations of such Person as a lessee under Finance Leases, (d) all obligations or liabilities of others secured by a Lien on any asset of such Person, irrespective of whether such obligation or liability is assumed, (e) all obligations of such Person to pay the deferred purchase price of assets (other than trade payables incurred in the ordinary course of business and repayable in accordance with customary trade practices), (f) all obligations of such Person owing under Hedge Agreements (which amount shall be calculated based on the amount that would be payable by such Person if the Hedge Agreement were terminated on the date of determination), (g) any Prohibited Preferred Stock of such Person, and (h) any Contingent Obligation the primary obligation of which constitutes Indebtedness under any of clauses (a) through (g) above. For purposes of this definition, (i) the amount of any Indebtedness represented by a guaranty or other similar instrument shall be the lesser of the principal amount of the obligations guaranteed and still outstanding and the maximum amount for which the guaranteeing Person may be liable pursuant to the terms of the instrument embodying such Indebtedness, and (ii) the amount of any Indebtedness described in clause (d) above shall be the lower of the amount of the obligation and the fair market value of the assets of such Person securing such obligation.

“Indemnified Liabilities” has the meaning specified therefor in Section 10.3 of the Agreement.

“Indemnified Person” has the meaning specified therefor in Section 10.3 of the Agreement.

“Indenture” means that certain Indenture dated as of August 29July 27, 20162020, among Boise Cascade, certain guarantors party thereto, and U.S. Bank National Association, as Trustee, as amended, amended and restated, supplemented or otherwise modified, refinanced or replaced from time to time to the extent permitted by this Agreement.

“Indenture Borrowing Base” means an amount equal to the greater of (a) $450,000,000 plus (in the case of any Refinancing (as such term is defined in the Indenture)) the aggregate amount of fees, underwriting discounts, premiums, prepayment penalties and other costs and expenses Incurred (as such term is defined in the Indenture) in connection with the Refinancing, less the aggregate principal amount of Indebtedness (as such term is defined in the Indenture) Incurred under Section 4.03(b)(15) of the Indenture then outstanding and (b) an amount equal to the lesser of (i) the Initial Indenture Borrowing Base as at the end of the most recently ended fiscal quarter and (ii) the most recently calculated Initial Indenture Borrowing Base required to be delivered to Agent pursuant to Section 5.2.

“Initial Guarantor” means Boise Cascade Wood Products Holdings Corp., a Delaware corporation.

“Initial Indenture Borrowing Base” means, as of any date of determination, an amount equal to the sum of (a) 8587.5% of the amounts of all Accounts owned by Boise Cascade and its Restricted Subsidiaries (as such term is defined in the Indenture) and (b) 70% of the amounts of all Inventory owned by Boise Cascade and its Restricted Subsidiaries, in each case, plus (in the case of any Refinancing (as such term is defined in the Indenture)) the aggregate amount of fees, underwriting discounts, premiums, prepayment penalties and other costs and expenses Incurred (as such term is defined in the Indenture) in connection with the Refinancing, less the aggregate principal amount of Indebtedness (as such term is defined in the Indenture) Incurred under Section 4.03(b)(15) of the Indenture then outstanding. Notwithstanding the foregoing, in the event the Existing Senior Notes (or any permitted Refinancing Indebtedness or permitted Upsized Refinancing Indebtedness in respect thereof) are refinanced by the incurrence of new Indebtedness in accordance with the terms of the Agreement, if Section 4.03(b)(1) (or such other directly corresponding section) of the indenture governing such newly issued Indebtedness provides for (i) an advance rate on accounts receivable that is greater than 8587.5%, the advance rate on Accounts set forth in clause (a) immediately above shall be deemed to equal the advance rate on accounts receivable in such indenture as of the effective date thereof and (ii) an advance rate on inventory that is greater than 70%, the advance rate on Inventory set forth in clause (b) immediately above shall be deemed to equal the advance rate on inventory in such indenture as of the effective date thereof. If either Administrative Borrower or Agent request an amendment to the Agreement to evidence any such change in advance rates, Borrowers and Agent shall promptly enter into such an amendment in

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form and substance reasonably acceptable to Administrative Borrower and Agent. Lenders hereby authorize Agent to enter into any such amendment on behalf of Lenders.

“Insolvency Proceeding” means any proceeding commenced by or against any Person under any provision of the Bankruptcy Code or under any other state or federal bankruptcy or insolvency law, assignments for the benefit of creditors, formal or informal moratoria, compositions, extensions generally with creditors, or proceedings seeking reorganization, arrangement, or other similar relief.

“Intellectual Property” has the meaning specified therefor in the Security Agreement.

“Intellectual Property Claim” means any claim or assertion (in writing or by suit filed against a Borrower or a Subsidiary) that a Borrower’s or Subsidiary’s ownership, use, marketing, sale or distribution of any Inventory, Equipment, Intellectual Property, or other property infringes or misappropriates another Person’s Intellectual Property.

“Interest Expense” means, for any period, the aggregate of the interest expense of Borrowers for such period, determined on a consolidated basis in accordance with GAAP.

“Interest Period” has the meaning specified therefor in the definition of LIBOR Rate.

“Inventory” means inventory (as that term is defined in the Code).

“Inventory Formula Amount” means the lesser of (a) 70% of the value (calculated at the lower of cost or market on a basis consistent with Borrowers’ historical accounting practices) of Eligible Inventory, and (b) 87.5% times the most recently determined Net Liquidation Percentage times the value (calculated at the lower of cost or market on a basis consistent with Borrowers’ historical accounting practices) of Borrowers’ Appraised Inventory; provided, however, there will be excluded from the calculation of Inventory Formula Amount under clause (a) or (b) above the value (calculated at the lower of cost or market on a basis consistent with Borrowers’ historical accounting practices) of Eligible Offsite Inventory in excess of 5% of the Revolver Commitments at any time and the value (calculated at the lower of cost or market on a basis consistent with Borrowers’ historical accounting practices) of Eligible In-Transit Inventory in excess of 10% of the Borrowing Base at any time. Subject to Agent’s right to apply and revise eligibility criteria for Eligible Inventory, Eligible Offsite Inventory, and/or Eligible In-Transit Inventory, in each case, in its Permitted Discretion in accordance with the terms of the Agreement, the Inventory Formula Amount shall be determined by reference to the Borrowing Base Certificate most recently delivered to Agent.

“Investment” means, with respect to any Person, any investment by such Person in any other Person (including Affiliates) in the form of loans, advances, capital contributions (excluding (a) commission, travel, and similar advances to officers and employees of such Person made in the ordinary course of business, and (b) Accounts arising in the Ordinary Course of Business), or acquisitions of Indebtedness, Stock, or all or substantially all of the assets of such other Person (or of any division or business line of such other Person), and any other items that are or would be classified as investments on a balance sheet prepared in accordance with GAAP. For purposes of calculation, the amount of any Investment outstanding at any time shall be the aggregate Investment (determined as of the time made, without giving effect to any changes in its value) less all cash dividends and cash distributions (or the fair market value of any non-cash dividends and distributions) received by such Person.

“IPO” means an initial public offering by (a) any Person that directly or indirectly owns the majority of the Stock of the Parent (other than the Principal Holder or any Person owning the majority of its Stock), (b) the Parent or (c) Boise Cascade of its Stock to the public by means of an offering registered with the SEC.

“IRC” means the Internal Revenue Code of 1986, as amended from time to time.

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“ISP” means, with respect to any Letter of Credit, the International Standby Practices 1998 (International Chamber of Commerce Publication No. 590) and any version or revision thereof accepted by the Issuing Lender for use.

“Issuer Document” means, with respect to any Letter of Credit, a letter of credit application, a letter of credit agreement, or any other document, agreement or instrument entered into (or to be entered into) by a Borrower in favor of Issuing Lender or Underlying Issuer and relating to such Letter of Credit.

“Issuing Lender” means (a) U.S. Bank National Association and/or its Affiliates, WFCF, or any other Lender that, at the request of any Borrower and with the consent of Agent, agrees, in such Lender’s sole discretion, to become an Issuing Lender for the purpose of issuing Letters of Credit or Reimbursement Undertakings pursuant to Section 2.11 of this Agreement and the Issuing Lender shall be a Lender, and (b) solely with respect to and for purposes of the Existing Letters of Credit, U.S. Bank National Association and/or its Affiliates.

“Lender” has the meaning set forth in the preamble to the Agreement, shall include the Issuing Lender and the Swing Lender, and shall also include any other Person made a party to the Agreement pursuant to the provisions of Section 13.1 of the Agreement and “Lenders” means each of the Lenders or any one or more of them.

“Lender Group” means each of the Lenders (including the Issuing Lender and the Swing Lender) and Agent, or any one or more of them.

“Lender Group Expenses” means all (a) costs or expenses (including taxes, and insurance premiums) required to be paid by any Loan Party under any of the Loan Documents that are paid, advanced, or incurred by the Lender Group, (b) out-of-pocket fees or charges paid or incurred by Agent in connection with the Lender Group’s transactions with any Borrower or its Subsidiaries under any of the Loan Documents, including, fees or charges for photocopying, notarization, couriers and messengers, telecommunication, public record searches (including tax lien, litigation, and UCC searches and including searches with the patent and trademark office and the copyright office), filing, recording, publication, appraisal (including periodic collateral appraisals or business valuations to the extent of the fees and charges (and up to the amount of any limitation) contained in the Agreement or any Fee Letter), and, only to the extent required to be furnished under the Loan Documents, real estate surveys, real estate title policies and endorsements, and environmental audits, (c) Agent’s customary fees and charges imposed or incurred in connection with any background checks or OFAC/PEP searches related to any Loan Party or its Subsidiaries, (d) Agent’s customary fees and charges (as adjusted from time to time) with respect to the disbursement of funds (or the receipt of funds) to or for the account of Borrowers (whether by wire transfer or otherwise), together with any out-of-pocket costs and expenses incurred in connection therewith, (e) out-of-pocket charges paid or incurred by Agent resulting from the dishonor of checks payable by or to any Loan Party, (f) reasonable out-of-pocket costs and expenses paid or incurred by the Lender Group to correct any default or enforce any provision of the Loan Documents, or during the continuance of an Event of Default, in gaining possession of, maintaining, handling, preserving, storing, shipping, selling, preparing for sale, or advertising to sell the Collateral, or any portion thereof, irrespective of whether a sale is consummated, (g) reasonable out-of-pocket audit fees and expenses (including travel, meals, and lodging) of Agent related to any inspections or audits to the extent of the fees and charges (and up to the amount of any limitation) contained in the Agreement or any Fee Letter, (h) reasonable out-of-pocket costs and expenses of third party claims or any other suit paid or incurred by the Lender Group in enforcing or defending the Loan Documents or in connection with the transactions contemplated by the Loan Documents or the Lender Group’s relationship with any Borrower or any of its Subsidiaries, (i) Agent’s reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees) incurred in advising, structuring, drafting, reviewing, administering (including travel, meals, and lodging), syndicating (including rating the Term Loan), or amending the Loan Documents, (j) Agent’s and each Lender’s reasonable out-of-pocket costs and expenses (including reasonable attorneys, accountants, consultants, and other advisors fees and expenses) incurred in terminating, enforcing (including attorneys, accountants, consultants, and other advisors fees and expenses incurred in connection with a “workout,” a “restructuring,” or an Insolvency Proceeding concerning any Borrower or any other Loan Party or in exercising rights or remedies under the Loan Documents), or defending the Loan Documents,

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irrespective of whether suit is brought, or in taking any Remedial Action concerning the Collateral, and (k) usage charges, charges, fees, costs and expenses for amendments, renewals, extensions, transfers, or drawings from time to time imposed by the Underlying Issuer or incurred by the Issuing Lender in respect of Letters of Credit and out-of-pocket charges, fees, costs and expenses paid or incurred by the Underlying Issuer or Issuing Lender in connection with the issuance, amendment, renewal, extension, or transfer of, or drawing under, any Letter of Credit or any demand for payment thereunder. With respect to attorneys’ fees and expenses, the foregoing shall be limited to the reasonable out-of-pocket attorneys’ fees and expenses of one counsel for Agent and one counsel for the Lenders unless a conflict of interest arises and in such case additional counsel for each Lender to the extent reasonably required by such conflict of interest.

“Lender Group Representatives” has the meaning specified therefor in Section 17.9 of the Agreement.

“Lender-Related Person” means, with respect to any Lender, such Lender, together with such Lender’s Affiliates, officers, directors, employees, attorneys, and agents.

“Letter of Credit” means a letter of credit (as that term is defined in the Code) issued by Issuing Lender or a letter of credit (as that term is defined in the Code) issued by Underlying Issuer, as the context requires.

“Letter of Credit Collateralization” means either (a) providing cash collateral (pursuant to documentation reasonably satisfactory to Agent (including that Agent has a first priority perfected Lien in such cash collateral), including provisions that specify that the Letter of Credit Fees and all commissions, fees, charges and expenses provided for in Section 2.11(k) of this Agreement (including any fronting fees) will continue to accrue while the Letters of Credit are outstanding) to be held by Agent for the benefit of the Revolving Lenders in an amount equal to 105% of the then existing Letter of Credit Usage, (b) delivering to Agent documentation executed by all beneficiaries under the Letters of Credit, in form and substance reasonably satisfactory to Agent and Issuing Lender, terminating all of such beneficiaries’ rights under the Letters of Credit, or (c) providing Agent with a standby letter of credit, in form and substance reasonably satisfactory to Agent, from a commercial bank acceptable to Agent (in its sole discretion) in an amount equal to 105% of the then existing Letter of Credit Usage (it being understood that the Letter of Credit Fee and all fronting fees set forth in this Agreement will continue to accrue while the Letters of Credit are outstanding and that any such fees that accrue must be an amount that can be drawn under any such standby letter of credit).

“Letter of Credit Disbursement” means a payment made by Issuing Lender or Underlying Issuer pursuant to a Letter of Credit.

“Letter of Credit Usage” means, as of any date of determination, the aggregate undrawn amount of all outstanding Letters of Credit.

“LIBOR Rate” means, as of any date of determination,

(a)     other than with respect to any portion of the outstanding Term Loan that is a LIBOR Rate Loan, the rate per annum as reported by ICE Benchmark Administration Limited (or any successor page or other commercially available source as Agent may designate from time to time) on such date for U.S. Dollar deposits with a 30-day term and in an amount comparable to the amount of Obligations (other than undrawn Letters of Credit, Bank Product Obligations and such portion of the outstanding Term Loan that is a LIBOR Rate Loan to which a one-month Interest Period is in effect) (and, if any such rate is below zero, the LIBOR Rate shall be deemed to be zero), which determination shall be conclusive in the absence of manifest error, provided such LIBOR Rate shall be determined and adjusted on a daily basis; and

(b)    with respect to any portion of the outstanding Term Loan that is a LIBOR Rate Loan to which a one-month Interest Period is in effect, the rate per annum as reported ICE Benchmark Administration Limited (or any successor page or other commercially available source as Agent may designate from time to time) at approximately 11:00 a.m. (London time) two (2) London Banking Days (as defined below) prior to the first day of

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the applicable Interest Period (as defined below) for U.S. Dollar deposits with a term equal to the applicable Interest Period and in an amount comparable to the amount of such portion of the outstanding Term Loan that is a LIBOR Rate Loan (and, if any such rate is below zero, the LIBOR Rate shall be deemed to be zero), which determination shall be conclusive in the absence of manifest error, provided such LIBOR Rate shall be determined and adjusted on a monthly basis.

For purposes of clause (b) above and (in the case of Interest Period) Section 2.6(d) of the Agreement,

(i) “London Banking Day” means any day on which dealings in U.S. Dollar deposits are conducted by and between banks in the London interbank Eurodollar market; and

(ii) “Interest Period” means the period commencing on the date such LIBOR Rate Loan is disbursed or converted to or continued as a LIBOR Rate Loan and ending on the date one (1) month thereafter; provided that: (A) the Interest Period shall commence on the date of advance of or conversion to any LIBOR Rate Loan and, in the case of immediately successive Interest Periods, each successive Interest Period shall commence on the date on which the immediately preceding Interest Period expires; (B) if any Interest Period would otherwise expire on a day that is not a Business Day, such Interest Period shall expire on the next succeeding Business Day; provided, however, that if any Interest Period with respect to a LIBOR Rate Loan would otherwise expire on a day that is not a Business Day but is a day of the month after which no further Business Day occurs in such month, such Interest Period shall expire on the immediately preceding Business Day; (C) any Interest Period with respect to a LIBOR Rate Loan that begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall end on the last Business Day of the relevant calendar month at the end of such Interest Period; and (D) no Interest Period shall extend beyond the Term Loan Maturity Date.

“LIBOR Rate Loan” means each portion of an Advance or the Term Loan that bears interest at a rate determined by reference to the LIBOR Rate.

“LIBOR Rate Margin” means, as of any date of determination (with respect to any portion of the outstanding Advances or the Term Loan on such date that is a LIBOR Rate Loan), the Applicable Margin with respect to LIBOR Rate Loans.

“License” means any license or agreement under which a Loan Party is authorized to use Intellectual Property in connection with (a) any manufacture, marketing, distribution or disposition of Collateral, (b) any use of its property, or (c) any other conduct of its business (in each case, other than any shrink-wrap license or other similar license or agreement associated with generally available “off-the-shelf” software).

“Licensor” means any Person from whom a Loan Party obtains the right to use any Intellectual Property pursuant to a License.

“Lien” means any mortgage, deed of trust, pledge, hypothecation, assignment, charge, encumbrance, easement, lien (statutory or other), security interest, or other security arrangement and any other preference, priority, or preferential arrangement of any kind or nature whatsoever in the nature of a security interest, including any conditional sale contract or other title retention agreement, the interest of a lessor under a Finance Lease and any synthetic or other financing lease having substantially the same economic effect as any of the foregoing; provided, however, that non-exclusive licenses of Intellectual Property in the Ordinary Course of Business are not Liens.

“Loan Account” has the meaning specified therefor in Section 2.9 of the Agreement.

“Loan Documents” means the Agreement, any Borrowing Base Certificate, the Fee Letters, the Letters of Credit, the Security Documents, any subordination and/or intercreditor agreement or agreements pertaining to the Obligations and/or any of the Collateral, any note or notes executed by any Borrower in connection with the Agreement and payable to any member of the Lender Group (upon such member’s request), any letter of

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credit application or letter of credit agreement entered into by any Borrower in connection with the Agreement, and any other instrument or agreement entered into, now or in the future, by any Loan Party or any of its Subsidiaries and any member of the Lender Group in connection with the Agreement or any transactions relating hereto (excluding any contracts of any Loan Party with parties other than Agent or the Lenders), in each case as amended, restated, modified, renewed or extended from time to time.

“Loan Party” means any Borrower or any Guarantor.

“Lowe’s” means Lowes Companies Inc., a North Carolina corporation, and its Affiliates.

“LTP” has the meaning specified therefor in Section 6.12 of the Agreement.

“Margin Stock” as defined in Regulation U of the Board of Governors as in effect from time to time.

“Material Acquisition” has the meaning assigned to such term in the definition of EBITDA.

“Material Adverse Change” means the effect of any event or circumstance that, taken alone or in conjunction with other events or circumstances, (a) has or could reasonably be expected to have a material adverse effect on the business, operations, properties, or condition (financial or otherwise) of any Borrower individually or the Loan Parties taken as a whole, on the value of any material portion of the Collateral, on the enforceability of any Loan Documents, or on the validity or priority of Agent’s Liens on any material portion of the Collateral; (b) impairs the ability of any Borrower individually or the Loan Parties taken as a whole to perform any obligations under the Loan Documents, including repayment of any Obligations; or (c) otherwise impairs the ability of Agent or any Lender to enforce or collect any Obligations or to realize upon any material portion of the Collateral.

“Material Contract” means, with respect to any Person, (i) each contract or agreement to which such Person or any of its Subsidiaries is a party involving aggregate consideration payable to or by such Person or such Subsidiary of $10,000,000 or more (other than purchase orders in the ordinary course of the business of such Person or such Subsidiary and other than contracts that by their terms may be terminated by such Person or Subsidiary in the ordinary course of its business upon less than 60 days’ notice without penalty or premium), and (ii) all other contracts or agreements, the loss of which could reasonably be expected to result in a Material Adverse Change.

“Material Subsidiary” means, at any time, any Subsidiary, whether now owned or hereafter formed or acquired, (a) whose total assets at any time equal or exceed five percent (5%) of the consolidated assets of Boise Cascade and its Subsidiaries as shown on Boise Cascade’s consolidated financial statements for its most recent fiscal quarter or (b) whose total revenue for such fiscal quarter equals or exceeds five percent (5%) of the consolidated revenue of Boise Cascade and its Subsidiaries as shown on Boise Cascade’s consolidated financial statements for its most recent fiscal quarter; provided that no CFC shall be considered a Material Subsidiary or be included in any of the calculations above in determining Material Subsidiaries.

“Maturity Date” means the earlier of (a) March 13, 2025 and (b) 90 days prior to the maturity date of the Existing Senior Notes (or any permitted Refinancing Indebtedness or permitted Upsized Refinancing Indebtedness in respect thereof).

“Maximum Revolver Amount” means $350,000,000, decreased by the amount of reductions in the Revolver Commitments made in accordance with Section 2.4(c)(i) of the Agreement.

“Moody’s” has the meaning specified therefor in the definition of Cash Equivalents.

“Mortgages” means, individually and collectively, one or more mortgages, deeds of trust, or deeds to secure debt, executed and delivered by a Loan Party or one of its Subsidiaries in favor of Agent, in form and substance reasonably satisfactory to Agent, that encumber any Collateral that is Real Property.

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“Multiemployer Plan” means any employee benefit plan of the type described in Section 4001(a)(3) of ERISA, to which any Loan Party or ERISA Affiliate makes or is obligated to make contributions, or during the preceding five plan years, has made or been obligated to make contributions.

“Net Cash Proceeds” means with respect to an Asset Disposition, proceeds (including, when received, any deferred or escrowed payments) received by a Borrower or Subsidiary in cash from such disposition, net of (a) reasonable and customary costs and expenses actually incurred in connection therewith, including legal fees and sales commissions; (b) amounts applied to repayment of Indebtedness secured by a Permitted Lien senior to Agent’s Liens on Collateral sold; (c) transfer or similar taxes; and (d) reserves for indemnities, until such reserves are no longer needed.

“Net Equity Proceeds” means, with respect to the sale, issuance or exercise by any Loan Party or any of its Subsidiaries of any Stock or any capital contribution by any Person to any such Loan Party or Subsidiary, an amount equal to: (a) the gross cash proceeds received by such Loan Party or Subsidiary from such sale, issuance or exercise, less (b) all underwriting commissions and legal, investment banking, brokerage, accounting and other registration fees, professional fees, sales commissions and disbursements actually incurred in connection with such sale or issuance (except such fees, commissions and disbursements that have been paid or are payable, in each case, to any Loan Party or any Subsidiary thereof).

“Net Liquidation Percentage” means the percentage of the book value of Borrowers’ Inventory that is estimated to be recoverable in an orderly liquidation of such Inventory net of all associated costs and expenses of such liquidation, such percentage to be as determined from time to time by an appraisal company selected by Agent.

“Notes Priority Collateral Assets” means the following assets and interests in assets and proceeds thereof now owned or hereafter acquired by a Borrower or its Subsidiaries:

(a)    all Equipment and fixtures (as that term is defined in the Code);

(b)    all Real Property;

(c)    all general intangibles (as that term is defined in the Code) relating to the foregoing and all Patents, Trademarks, Copyrights, or other Intellectual Property;

(d)    all Stock of each Loan Party (other than Boise Cascade) and its Subsidiaries (except that only 65% of the Stock of any CFC may be required to be pledged);

(e)    all accessions to, substitutions for, and all replacements, products, and cash and non-cash proceeds of the foregoing, including proceeds of and unearned premiums with respect to insurance policies, insofar as they insure the foregoing, and claims against any Person for loss, damage or destruction of any of the foregoing; and

(f)    all books and records (including customer lists, files, correspondence, tapes, computer programs, print-outs and computer records) pertaining to the foregoing.

“Obligations” means (a) all loans (including the Term Loan and the Advances (inclusive of Protective Advances and Swing Loans)), debts, principal, interest (including any interest that accrues after the commencement of an Insolvency Proceeding, regardless of whether allowed or allowable in whole or in part as a claim in any such Insolvency Proceeding), reimbursement or indemnification obligations with respect to Reimbursement Undertakings or with respect to Letters of Credit (irrespective of whether contingent), premiums, liabilities (including all amounts charged to the Loan Account pursuant to the Agreement), obligations (including indemnification obligations), fees (including the fees provided for in the Fee Letters), Lender Group Expenses (including any fees or expenses that accrue after the commencement of an Insolvency Proceeding, regardless of whether allowed or allowable in whole or in part as a claim in any such Insolvency Proceeding), guaranties, and all

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covenants and duties of any other kind and description owing by any Loan Party pursuant to or evidenced by the Agreement or any of the other Loan Documents and irrespective of whether for the payment of money, whether direct or indirect, absolute or contingent, due or to become due, now existing or hereafter arising, and including all interest not paid when due and all other expenses or other amounts that any Borrower is required to pay or reimburse by the Loan Documents or by law or otherwise in connection with the Loan Documents, (b) all debts, liabilities, or obligations (including reimbursement obligations, irrespective of whether contingent) owing by any Borrower or any other Loan Party to an Underlying Issuer now or hereafter arising from or in respect of Underlying Letters of Credit, and (c) all Bank Product Obligations; provided that, anything to the contrary contained in the foregoing notwithstanding the Obligations shall exclude any Excluded Swap Obligations. Any reference in the Agreement or in the Loan Documents to the Obligations shall include all or any portion thereof and any extensions, modifications, renewals, or alterations thereof, both prior and subsequent to any Insolvency Proceeding.

“OFAC” means The Office of Foreign Assets Control of the U.S. Department of the Treasury.

“Ordinary Course of Business” means the ordinary course of business of any Borrower or any of its Subsidiaries, in the exercise of its reasonable business judgment and undertaken in good faith.

“Original Closing Date” means the “Closing Date” as defined in the Existing Credit Agreement.

“Originating Lender” has the meaning specified therefor in Section 13.1(e) of the Agreement.

“Outsourcing Services Agreement” means the Outsourcing Services Agreement dated as of February 22, 2008, by and between Boise Cascade and Boise Paper Holdings, L.L.C.

“Overadvance” has the meaning specified therefor in Section 2.5 of the Agreement.

“Parent” means Boise Cascade Holdings, L.L.C., a Delaware limited liability company.

“Participant” has the meaning specified therefor in Section 13.1(e) of the Agreement.

“Participant Register” has the meaning set forth in Section 13.1(i) of the Agreement.

“Patent Security Agreement” has the meaning specified therefor in the Security Agreement.

“Patents” has the meaning specified therefor in the Security Agreement.

“Patriot Act” has the meaning specified therefor in Section 4.18 of the Agreement.

“Payment Conditions” means that at the time of each action or proposed action and after giving effect thereto each of the following conditions are satisfied: (a) no Default or Event of Default shall have occurred and be continuing; and (b) either (i) Excess Availability (on the date of such action or proposed action after giving effect to any Advances made (or to be made) or Letters of Credit issued (or to be issued) on such date in connection with such action or proposed action) and Average Excess Availability (for the most recently ended fiscal quarter after giving pro forma effect to such action or proposed action) shall equal or exceed 25% of the aggregate Revolver Commitments or (ii) (x) Excess Availability (on the date of such action or proposed action after giving effect to any Advances made (or to be made) or Letters of Credit issued (or to be issued) on such date in connection with such action or proposed action) and Average Excess Availability (for the most recently ended fiscal quarter after giving pro forma effect to such action or proposed action) shall equal or exceed 15% of the aggregate Revolver Commitments and (y) the Fixed Charge Coverage Ratio as of the last day of the most recently ended fiscal period for which financial statements are required to be furnished to Agent, after giving pro forma effect to such action or proposed action, is at least 1.0 to 1.0.

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“Payoff Date” means the first date on which all of the Obligations are paid in full (other than indemnities and other contingent Obligations not then due and payable) and the Commitments of the Lenders are terminated.

“PBGC” means the Pension Benefit Guaranty Corporation.

“Pension Plan” means any employee pension benefit plan (as such term is defined in Section 3(2) of ERISA), other than a Multiemployer Plan, that is subject to Title IV of ERISA and is sponsored or maintained by any Loan Party or ERISA Affiliate or to which the Loan Party or ERISA Affiliate contributes or has an obligation to contribute, or in the case of a multiple employer or other plan described in Section 4064(a) of ERISA, has made contributions at any time during the preceding five plan years.

“Permitted Acquisition” means any acquisition by the Borrowers or any Subsidiary of all or substantially all the assets of, or all the Stock in, a Person or division, line of business, or a manufacturing or distribution facility of a Person permitted by the terms of this Agreement.

“Permitted Asset Dispositions” means:

(a)     a sale of Inventory in the Ordinary Course of Business;

(b)     a disposition of Inventory that is used, obsolete, surplus, worn out, damaged, unmerchantable or otherwise unsalable in the Ordinary Course of Business, the Net Cash Proceeds of which are deposited into a deposit account subject to a Control Agreement or remitted to the Agent for application against outstanding Obligations;

(c)     termination of a lease or license of real or personal property the termination of which could not reasonably be expected to have a Material Adverse Change;

(d)     the sale of assets in Chile including the Stock of any Subsidiary organized in Chile or any Domestic Subsidiary with no assets other than the Stock of a Subsidiary organized in Chile;

(f)     sales of Cash Equivalents in the Ordinary Course of Business the Net Cash Proceeds of which are deposited into an account subject to a Deposit Account Control Agreement or remitted to the Agent for application against outstanding Obligations;

(g)     Asset Dispositions among Borrowers, among Guarantors, from a Guarantor to a Borrower, or from any Subsidiary that is not a Loan Party to a Loan Party;

(h)     the lease, sublease, license or sublicense of real, personal or Intellectual Property, and abandonment, failure to pursue or maintain, and otherwise dispose of Intellectual Property in the Ordinary Course of Business so long as it does not result in a Material Adverse Change;

(i)     Asset Dispositions of property that does not constitute Collateral (including like-kind exchanges) to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of such Asset Disposition are promptly applied to the purchase price of such replacement property, in each case under Section 1031 of the IRC or otherwise;

(j)     Asset Dispositions of Investments in joint ventures (regardless of the form of legal entity) to the extent required by, or made pursuant to, customary buy/sell arrangements between the joint venture parties set forth in joint venture arrangements and similar binding arrangements;

(k)     sales, discounting or forgiveness of Accounts in the Ordinary Course of Business the Net Cash Proceeds of which are deposited into an account subject to a Control Agreement or remitted to the Agent for application against outstanding Obligations;

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(l)     Asset Dispositions of Real Property or Equipment not constituting a sale of all or substantially all of the assets of the Loan Parties;

(m)     terminations of Hedge Agreements;

(n)     the termination of leases and licenses in the Ordinary Course of Business;

(o)     the abandonment of or failure to maintain Intellectual Property in the Ordinary Course of Business that is obsolete, uneconomical or, in the reasonable judgment of a Loan Party, no longer used or useful or necessary in, or material to, its business or that of any Subsidiary;

(p)     Permitted Operating Asset Swaps; and

(q)    any other Asset Disposition so long as (i) the Payment Conditions are satisfied both immediately before and immediately after giving effect to such Asset Disposition and (ii) if such Asset Disposition is an Asset Disposition of the type described in clause (b) of this definition, the Net Cash Proceeds of such Asset Disposition are deposited into an account subject to a Control Agreement or remitted to the Agent for application against outstanding Obligations; and

(r)    Restricted Junior Payments permitted under Section 6.9.

“Permitted Cash Collateral Usage” means any use by any Borrower or other Loan Party which is the subject of an Insolvency Proceeding of “Cash Collateral” (as such term is defined in Section 363(a) of the Bankruptcy Code or any similar provision of any applicable bankruptcy or insolvency law) that constitutes Collateral as to which the Required Lenders have provided their prior written consent.

“Permitted Contingent Obligations” means Contingent Obligations (a) arising from endorsements of payment items for collection or deposit in the Ordinary Course of Business; (b) arising from Hedge Agreements permitted hereunder; (c) described on Schedule P-4 existing on the Sixth Amendment Effective Date, and any extension or renewal thereof that does not increase the amount of such Contingent Obligations when extended or renewed; (d) incurred in the Ordinary Course of Business with respect to surety, appeal or performance bonds, or other similar obligations; (e) arising from customary indemnification obligations in favor of purchasers in connection with dispositions of Equipment permitted hereunder; (f) arising under the Loan Documents; (g) in respect of Indebtedness permitted under Section 6.1 (other than clauses (g), (h), or (s) of such section); (h) in respect of trade payables of any Loan Party incurred in the ordinary course of business and repayable in accordance with customary trade practices; (i) in respect of Indebtedness permitted under clause (s) of Section 6.1, so long as the Payment Conditions are satisfied both immediately before and immediately after giving effect to the incurrence or assumption of such Contingent Obligations; and (j) not otherwise described in this definition in an aggregate amount of $1,000,000 or less at any time.

“Permitted DIP Financing” means any financing to any Borrower and/or other Loan Party in connection with the commencement of an Insolvency Proceeding in respect of such Borrower and/or other Loan Party pursuant to Section 364 of the Bankruptcy Code or any similar provision of any applicable bankruptcy or insolvency law, so long as (a) the aggregate principal amount of Indebtedness under such facility does not exceed an amount equal to 15% of the aggregate Revolving Commitments of all Lenders in effect immediately prior to the commencement of such Insolvency Proceeding and (b) the Required Lenders have provided their prior written consent thereto.

“Permitted Discretion” means a determination made in the exercise of reasonable (from the perspective of a secured lender) business judgment.

“Permitted Indebtedness” has the meaning specified therefor in Section 6.1.

“Permitted Investment” means any Investment that is not a Restricted Investment.

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“Permitted Liens” has the meaning specified therefor in Section 6.2.

“Permitted Operating Asset Swap” means any transfer of Eligible Swap Assets by any Borrower or any Subsidiary in which at least 95% of the consideration received by the transferor consists of Eligible Swap Assets (and any balance of such consideration consists of cash); provided that after giving effect to such transfer, the aggregate fair market value of all assets transferred pursuant to Permitted Operating Asset Swaps (i) during any fiscal year of the Borrowers, on a cumulative basis, shall not exceed $20,000,000 and (ii) during the term of this Agreement, on a cumulative basis, shall not exceed $40,000,000.

“Permitted Preferred Stock” means and refers to any Preferred Stock issued by Boise Cascade (and not by one or more of its Subsidiaries) that is not Prohibited Preferred Stock.

“Permitted Purchase Money Indebtedness” means Purchase Money Indebtedness of Borrowers and Subsidiaries that is unsecured or secured only by a Purchase Money Lien, as long as the aggregate amount of such Indebtedness does not exceed $25,000,000 at any time.

“Permitted Restrictive Agreement” has the meaning specified therefor in Section 6.15.

“Permitted Senior Indebtedness” means Indebtedness of any Loan Party which refinances all Indebtedness in respect of the Existing Senior Notes (or any permitted Refinancing Indebtedness in respect thereof), in anyan aggregate principal amount of not less than $250,000,000 and not greater than $350,000,000400,000,000, all pursuant to an indenture and guaranty agreements, as applicable, and on terms and conditions acceptable to Agent and the Required Lenders, such terms and conditions to include, but not be limited to, the following:

(a)    no portion of the principal of such Indebtedness shall be required to be paid, whether by stated maturity, mandatory or scheduled prepayment or redemption or otherwise, prior to the date that is 90 days after the scheduled Term Loan Maturity Date, other than in the event of (i) a default under such Indebtedness, (ii) a change of control of Boise Cascade or (iii) certain asset sales or similar liquidity events, in each case subject to the standstill and the lien subordination provisions described in clause (e) below;

(b)    such Indebtedness may be secured by a first-priority Lien only on assets not exceeding the scope of the Notes Priority Collateral Assets (so long as Agent, for the benefit of the Lenders, is granted a second-priority Lien on all such assets) and by a second-priority Lien on any other Collateral;

(c)    the documents, instruments and other agreements pursuant to which such Indebtedness shall be issued or outstanding shall not be more restrictive than those contained in this Agreement or the other Loan Documents taken as a whole or conflict with or violate the covenants or otherwise create Defaults under this Agreement or the other Loan Documents;

(d)    upon giving pro forma effect to the incurrence of such Indebtedness and the repayment of the Existing Senior Notes (or any permitted Refinancing Indebtedness in respect thereof), Excess Availability shall not be less than the greater of (a) $31,250,000 or (b) 12.5% of the aggregate Revolver Commitments, and, if the AAC Term Loan Facility is still in effect, such Indebtedness is permitted to be incurred thereunder; and

(e)    such Indebtedness shall be subject to an intercreditor agreement reasonably acceptable to Agent and the Required Lenders addressing, among other things, (i) the priority of the Liens securing such Indebtedness and the Obligations and the payment of proceeds from such collateral, (ii) a customary standstill by the holders of such Indebtedness as to remedies against the Collateral and the Notes Priority Collateral Assets, (iii) waivers by the holders of such Indebtedness of rights to contest validity or priority of Liens of Agent or the Lenders or object to dispositions of Collateral (including an affirmative agreement by such holders to release Liens of such holders in the event of a disposition of Collateral approved by Agent) (and in each case reciprocal similar waivers and agreements regarding the Liens on the Notes Priority Collateral Assets), (iv) waiver of rights to object to the use of cash collateral or sale of Collateral, and restrictions on certain claims and actions, in any proceeding under any Debtor Relief Laws by the holders of such Indebtedness (and in each case reciprocal similar waivers and agreements

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regarding the Liens on the Notes Priority Collateral Assets), and (v) restrictions on amendments to, or consents, waivers or other modifications with respect to, the documents evidencing such Indebtedness (and, at the election of the holders of such Indebtedness, reciprocal restrictions on the Loan Documents).

“Person” means natural persons, corporations, limited liability companies, limited partnerships, general partnerships, limited liability partnerships, joint ventures, trusts, land trusts, business trusts, or other organizations, irrespective of whether they are legal entities, and governments and agencies and political subdivisions thereof.

“Plan” means any employee benefit plan (as such term is defined in Section 3(3) of ERISA) established by a Loan Party or, with respect to any such plan that is subject to Section 412 of the IRC or Title IV of ERISA, an ERISA Affiliate.

“Platform” has the meaning specified therefor in Section 17.9(c) of the Agreement.

“Preferred Stock” means, as applied to the Stock of any Person, the Stock of any class or classes (however designated) that is preferred with respect to the payment of dividends, or as to the distribution of assets upon any voluntary or involuntary liquidation or dissolution of such Person, over shares of Stock of any other class of such Person.

“Principal Holder” means Madison Dearborn Partners IV, L.P., or any successor fund or partnership the sole general partner of which is Madison Dearborn Partners, LLC, its Affiliates, and investment funds under common management with Madison Dearborn Partners IV, L.P.

“Priority Reserve” shall mean any Reserve of the type described in Section 2.1(c) provided that in no event shall a Priority Reserve be deemed to include any Dilution Reserve or any Reserves established by Agent to reflect factors that may negatively impact the value of Inventory, including change in salability, obsolescence, seasonality, theft, shrinkage, imbalance, change in composition or mix, markdowns and vendor chargebacks.

“Prohibited Preferred Stock” means any Preferred Stock that by its terms is mandatorily redeemable or subject to any other payment obligation (including any obligation to pay dividends, other than dividends of shares of Preferred Stock of the same class and series payable in kind or dividends of shares of common stock) on or before a date that is less than 1 year after the Term Loan Maturity Date, or, on or before the date that is less than 1 year after the Term Loan Maturity Date, is redeemable at the option of the holder thereof for cash or assets or securities (other than distributions in kind of shares of Preferred Stock of the same class and series or of shares of common stock).

“Projections” means Borrowers’ forecasted (a) balance sheets, (b) profit and loss statements, and (c) cash flow statements, all prepared on a basis consistent with Borrowers’ historical financial statements, together with appropriate supporting information and a statement of underlying assumptions.

“Pro Rata Share” means, as of any date of determination:

(a)    with respect to a Lender’s obligation to make Advances and right to receive payments of principal, interest, fees, costs, and expenses with respect thereto, (i) prior to the Revolver Commitments being terminated or reduced to zero, the percentage obtained by dividing (y) such Lender’s Revolver Commitment, by (z) the aggregate Revolver Commitments of all Lenders, and (ii) from and after the time that the Revolver Commitments have been terminated or reduced to zero, the percentage obtained by dividing (y) the outstanding principal amount of such Lender’s Advances by (z) the outstanding principal amount of all Advances,

(b)    with respect to a Lender’s obligation to participate in Letters of Credit and Reimbursement Undertakings, to reimburse the Issuing Lender, and right to receive payments of fees with respect thereto, (i) prior to the Revolver Commitments being terminated or reduced to zero, the percentage obtained by dividing (y) such Lender’s Revolver Commitment, by (z) the aggregate Revolver Commitments of all Lenders, and

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(ii) from and after the time that the Revolver Commitments have been terminated or reduced to zero, the percentage obtained by dividing (y) the outstanding principal amount of such Lender’s Advances by (z) the outstanding principal amount of all Advances; provided, however, that if all of the Advances have been repaid in full and Letters of Credit remain outstanding, Pro Rata Share under this clause shall be determined based upon subclause (i) of this clause as if the Revolver Commitments had not been terminated or reduced to zero and based upon the Revolver Commitments as they existed immediately prior to their termination or reduction to zero.

(c)    with respect to a Lender’s obligation to make the Term Loan and right to receive payments of interest, fees, and principal with respect thereto, (i) prior to the making of the Term Loan, the percentage obtained by dividing (y) such Lender’s Term Loan Commitment, by (z) the aggregate amount of all Lenders’ Term Loan Commitments, and (ii) from and after the making of the Term Loan, the percentage obtained by dividing (y) the principal amount of such Lender’s portion of the Term Loan by (z) the principal amount of the Term Loan, and

(d)    with respect to all other matters as to a particular Lender (including the indemnification obligations arising under Section 15.7 of the Agreement), (i) prior to the Revolver Commitments being terminated or reduced to zero, the percentage obtained by dividing (y) such Lender’s Revolver Commitment plus the outstanding principal amount of such Lender’s portion of the Term Loan, by (z) the aggregate amount of Revolver Commitments of all Lenders plus the outstanding principal amount of the Term Loan, and (ii) from and after the time that the Revolver Commitments have been terminated or reduced to zero, the percentage obtained by dividing (y) the outstanding principal amount of such Lender’s Advances plus the outstanding principal amount of such Lender’s portion of the Term Loan, by (z) the outstanding principal amount of all Advances plus the outstanding principal amount of the Term Loan; provided, however, that if all of the Advances have been repaid in full and Letters of Credit remain outstanding, Pro Rata Share under this clause shall be determined based upon subclause (i) of this clause as if the Revolver Commitments had not been terminated or reduced to zero and based upon the Revolver Commitments as they existed immediately prior to their termination or reduction to zero.

“Properly Contested” means, with respect to any obligation of a Loan Party or a Subsidiary thereof, (a) the obligation is subject to a bona fide dispute regarding amount or the Loan Party’s or Subsidiary’s liability to pay or perform obligations; (b) the obligation is being properly contested in good faith by appropriate proceedings promptly instituted and diligently pursued; (c) appropriate reserves have been established in accordance with, and to the extent required by, GAAP; (d) non-payment could not reasonably be expected to have a Material Adverse Change or result in forfeiture or sale of any material assets of the Loan Party; (e) no Lien is imposed on assets of the Loan Party (other than a Permitted Lien imposed in connection with Taxes being contested), unless bonded and stayed to the satisfaction of Agent; and (f) if the obligation results from entry of a judgment or other order, such judgment or order is stayed pending appeal or other judicial review.

“Protective Advances” has the meaning specified therefor in Section 2.3(d)(i) of the Agreement.

“Public Lender” has the meaning specified therefor in Section 17.9(c) of the Agreement.

“Purchase Money Indebtedness” means (a) Indebtedness (other than the Obligations) for payment of any of the purchase price of fixed or capital assets; (b) Indebtedness (other than the Obligations) incurred within 90 days before or after acquisition of any fixed or capital assets, for the purpose of financing any of the purchase price thereof; and (c) any renewals, extensions or refinancings (but not increases) thereof.

“Purchase Money Lien” means a Lien that secures Purchase Money Indebtedness, encumbering only the fixed or capital assets acquired with such Indebtedness and constituting a Finance Lease or a purchase money security interest under the Code.

“QFC” has the meaning assigned to the term “qualified financial contract” in, and shall be interpreted in accordance with, 12 U.S.C. § 5390(c)(8)(D).

“QFC Credit Support” has the meaning specified therefor in Section 17.17 of this Agreement.

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“RCRA” the Resource Conservation and Recovery Act (42 U.S.C. §§ 6991-6991i).

“Real Property” means any estates or interests in real property now owned or hereafter acquired by Loan Parties and the improvements thereto.

“Record” means information that is inscribed on a tangible medium or that is stored in an electronic or other medium and is retrievable in perceivable form.

“Refinancing Conditions” the following conditions for Refinancing Indebtedness: (a) it is in an aggregate principal amount that does not exceed the principal amount of the Indebtedness (plus any unutilized commitments thereof) being extended, renewed or refinanced plus capitalized interest, fees and expenses incurred in connection therewith paid in respect of the refinancing thereof; (b) it has a final maturity no sooner than, and a weighted average life no less than, the Indebtedness being extended, renewed or refinanced; (c) if the Indebtedness being extended, renewed or refinanced is contractually subordinated to the Obligations, it must be contractually subordinated to the Obligations at least to the same extent as the Indebtedness being extended, renewed or refinanced; (d) the representations, covenants and defaults applicable to it taken as a whole are not materially less favorable to Borrowers than those applicable to the Indebtedness being extended, renewed or refinanced; (e) no Lien is granted to secure it upon assets greater in scope than those securing the Indebtedness being extended, renewed, or refinanced; (f) no additional Person is obligated on such Indebtedness (unless such Person would otherwise be permitted under this Agreement to be obligated on the Indebtedness being refinanced); (g) upon giving effect to it, no Default or Event of Default exists and is continuing and (h) if the Indebtedness being extended, renewed or refinanced is the Existing Senior Notes (or any permitted Refinancing Indebtedness or permitted Upsized Refinancing Indebtedness in respect thereof), (i) each of the conditions set forth in the proviso to the definition of “Subordinated Indebtedness” shall be met mutatis mutandis for the Existing Senior Notes (or any permitted Refinancing Indebtedness or permitted Upsized Refinancing Indebtedness in respect thereof) and (ii) upon giving pro forma effect to the incurrence of such Refinancing Indebtedness and the repayment of the Existing Senior Notes (or any permitted Refinancing Indebtedness or permitted Upsized Refinancing Indebtedness in respect thereof), Excess Availability shall not be less than the greater of (a) $31,250,000 or (b) 12.5% of the aggregate Revolver Commitments and, if the AAC Term Loan Facility is still in effect, such Refinancing Indebtedness is permitted to be incurred thereunder.

“Refinancing Indebtedness” means refinancings, renewals, or extensions of Indebtedness that satisfy the Refinancing Conditions.

“Register” has the meaning set forth in Section 13.1(h) of the Agreement.

“Registered Intellectual Property” has the meaning specified therefor in the Security Agreement.

“Registered Loan” has the meaning set forth in Section 13.1(h) of the Agreement.

“Reimbursement Undertaking” has the meaning specified therefor in Section 2.11(a) of the Agreement.

“Related Fund” means, with respect to any Lender that is an investment fund, any other investment fund that invests in commercial loans and that is managed or advised by the same investment advisor as such Lender or by an Affiliate of such investment advisor.

“Relevant Governmental Body” means the Federal Reserve Board and/or the Federal Reserve Bank of New York, or a committee officially endorsed or convened by the Federal Reserve Board and/or the Federal Reserve Bank of New York or any successor thereto.

“Remedial Action” means all actions taken to (a) clean up, remove, remediate, contain, treat, monitor, assess, evaluate, or in any way address Hazardous Materials in the indoor or outdoor environment, (b) prevent or minimize a release or threatened release of Hazardous Materials so they do not migrate or endanger or

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threaten to endanger public health or welfare or the indoor or outdoor environment, (c) restore or reclaim natural resources or the environment, (d) perform any pre-remedial studies, investigations, or post-remedial operation and maintenance activities, or (e) conduct any other actions with respect to Hazardous Materials required by Environmental Laws.

“Replacement Lender” has the meaning specified therefor in Section 2.13(b) of the Agreement.

“Report” has the meaning specified therefor in Section 15.16 of the Agreement.

“Reportable Event” means any of the events set forth in Section 4043(c) of ERISA, other than events for which the 30-day notice period has been waived.

“Required Lenders” means, at any time, Lenders whose aggregate Pro Rata Shares (calculated under clause (d) of the definition of Pro Rata Shares) exceed 50%; provided, however, that (i) at any time there are exactly two Lenders, “Required Lenders” must include all Lenders; (ii) at any time there are three or more Lenders, “Required Lenders” must include at least two Lenders; and (iii) at any time the aggregate Pro Rata Shares (calculated under clause (d) of the definition of Pro Rata Shares) of the Term Loan Lenders exceeds the aggregate Pro Rata Shares (calculated under clause (d) of the definition of Pro Rata Shares) of the Revolving Lenders, “Required Lenders” must include Agent. With respect to any matter requiring the approval of the Required Lenders, it is understood that Voting Participants shall have the voting rights specified in Section 13.1(k) as to such matter.

“Rescission” has the meaning specified therefor in Section 5.17(b) of the Agreement.

“Reserves” has the meaning specified therefor in Section 2.1(c).

“Restricted Investment” means any Investment by a Borrower or Subsidiary, other than the following:

(a)     Investments to the extent existing on the Closing Date;

(b)     Investments by any Loan Party in any other Loan Party and by any Subsidiary that is not a Loan Party in and other Subsidiary of any Borrower;

(c)     Cash Equivalents held in a Controlled Securities Account (to the extent required by the terms of this Agreement) and, to the extent not so required, Cash Equivalents;

(d)     Investments in (i) any existing Loan Party or (ii) any new Subsidiary created or acquired after the Closing Date that becomes a Loan Party (provided that any such Investments shall not exceed $5,000,000 in the aggregate at a time when any Default or Event of Default exists or would directly or indirectly result from any such Investment);

(e)     Investments consummated after the Closing Date in Subsidiaries that are not Loan Parties, in the Stock of Persons that are not Subsidiaries, and in the form of loans to Persons in which a Loan Party holds any Stock (but such Person is not a Loan Party);

(f)    loans and advances constituting (i) advances to an officer, director or employee for salary, travel expenses, commissions and similar items in the Ordinary Course of Business; (ii) prepaid expenses and extensions of trade credit made in the Ordinary Course of Business; (iii) deposits with financial institutions permitted hereunder; (iv) intercompany loans solely among Borrowers; (v) intercompany loans solely among Guarantors; (vi) intercompany loans by any Borrower to any Guarantor or by any Guarantor to any Borrower, provided that any such loans shall not exceed $5,000,000 in the aggregate if any Default or Event of Default exists immediately prior to or would result directly or indirectly from the making of such loans; (vii) debt obligations of a purchaser in connection with a Permitted Asset Disposition representing no more than 30% of the sale price of the assets disposed of in connection with such Permitted Asset Disposition (other than sales of inventory in the Ordinary

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Course of Business, where such limit shall not apply); (viii) loans from Subsidiaries that are not Loan Parties to Loan Parties to the extent permitted under Section 6.1; (ix) extensions of trade credit in the Ordinary Course of Business; and (x) other loans or advances constituting Investments that are not Restricted Investments;

(g)    Investments in Farm Credit Equities;

(h)    Investments received in connection with the bankruptcy or reorganization of, or settlement of delinquent accounts and disputes with, customers and suppliers, in each case in the ordinary course of business;

(i)    Investments consisting of non-cash consideration received by the Borrowers or any Subsidiary in connection with any sale, transfer, lease or other disposition of assets permitted by Section 6.4;

(j)    deposits, prepayments and other credits made or extended to suppliers in the Ordinary Course of Business;

(k)    Investments in Hedge Agreements;

(l)    Specified Investments;

(m)    minority Investments made in cooperatives required to obtain goods or services in the ordinary course of business, not to exceed $5,000,000 at any time outstanding; and

(n)    Investments in Louisiana Timber Procurement, LLC, a Louisiana limited liability company, not to exceed $10,000,000 at any time outstanding;

provided, however, that with respect to any Investment under clause (d)(ii) or (e) above, the Payment Conditions are satisfied both immediately before and immediately after giving effect to such Investment and Administrative Borrower shall have delivered to Agent a certificate of a financial officer of Administrative Borrower certifying as to compliance with clauses (a) and (b) of the Payment Conditions and demonstrating (in reasonable detail) the calculations required by clause (b) thereof.

“Restricted Junior Payment” means to (a) declare or pay any dividend or make any other payment or distribution on account of Stock issued by Boise Cascade or any Loan Party which is not, directly or indirectly, wholly owned by Boise Cascade (including any payment in connection with any merger or consolidation involving Boise Cascade) or to the direct or indirect holders of Stock issued by any Borrower or any Subsidiary of any Borrower in their capacity as such (other than dividends or distributions payable in Stock (other than Prohibited Preferred Stock) issued by Boise Cascade); (b) purchase, redeem, or otherwise acquire or retire for value (including in connection with any merger or consolidation involving Boise Cascade) any Stock issued by any Loan Party; or (c) pay any management or similar fees to any holder of Stock of Boise Cascade or any Affiliate of such holder of Stock.

“Restrictive Agreement” an agreement (other than a Loan Document) that conditions or restricts, in any material respect, the right of any Borrower, Subsidiary or other Loan Party to incur or repay Indebtedness for borrowed money, to grant Liens on any assets, to declare or make any dividend, distribution or other Restricted Junior Payment, to modify, extend or renew any agreement evidencing Indebtedness for borrowed money, or to repay any intercompany Indebtedness.

“Revolver Commitment” means, with respect to each Lender, its Revolver Commitment, and, with respect to all Lenders, their Revolver Commitments, in each case as such Dollar amounts are set forth beside such Lender’s name under the applicable heading on Schedule C-1 or in the Assignment and Acceptance pursuant to which such Lender became a Lender under the Agreement, as such amounts may be reduced or increased from time to time pursuant to assignments made in accordance with the provisions of Section 13.1 of the Agreement.

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“Revolver Increase Effective Date” has the meaning specified therefor in Section 2.4(g).

“Revolver Usage” means, as of any date of determination, the sum of (a) the amount of outstanding Advances, plus (b) the amount of the Letter of Credit Usage.

“Revolving Lender” means a Lender that has a Revolver Loan Exposure or that has an outstanding Advance.

“Revolving Loan Exposure” means, with respect to any Revolving Lender, as of any date of determination (a) prior to the termination of the Revolver Commitments, the amount of such Lender’s Revolver Commitment, and (b) after the termination of the Revolver Commitments, the aggregate outstanding principal amount of the Advances of such Lender.

“Rolling Period” means any period of the most recently ended twelve consecutive months of Borrowers.

“Sanctioned Entity” means (a) a country or territory or a government of a country or territory, (b) an agency of the government of a country or territory, (c) an organization directly or indirectly controlled by a country or territory or its government, or (d) a Person resident in or determined to be resident in a country or territory, in each case of clauses (a) through (d) that is a target of Sanctions, including a target of any country sanctions program administered and enforced by OFAC.

“Sanctioned Person” means, at any time (a) any Person named on the list of Specially Designated Nationals and Blocked Persons maintained by OFAC, OFAC’s consolidated Non-SDN list or any other Sanctions-related list maintained by any Governmental Authority, (b) a Person or legal entity that is a target of Sanctions, (c) any Person operating, organized or resident in a Sanctioned Entity, or (d) any Person directly or indirectly owned or controlled (individually or in the aggregate) by or acting on behalf of any such Person or Persons described in clauses (a) through (c) above.

“Sanctions” means individually and collectively, respectively, any and all economic sanctions, trade sanctions, financial sanctions, sectoral sanctions, secondary sanctions, trade embargoes anti-terrorism laws and other sanctions laws, regulations or embargoes, including those imposed, administered or enforced from time to time by: (a) the United States of America, including those administered by OFAC, the U.S. Department of State, the U.S. Department of Commerce, or through any existing or future executive order, (b) the United Nations Security Council, (c) the European Union or any European Union member state, (d) Her Majesty’s Treasury of the United Kingdom, or (d) any other Governmental Authority with jurisdiction over any member of Lender Group or any Loan Party or any of their respective Subsidiaries or Affiliates.

“S&P” has the meaning specified therefor in the definition of Cash Equivalents.

“SEC” means the United States Securities and Exchange Commission and any successor thereto.

“Securities Account” means a securities account (as that term is defined in the Code).

“Securities Act” means the Securities Act of 1933, as amended from time to time, and any successor statute.

“Security Agreement” means a security agreement, dated as of even date with the Agreement, in form and substance reasonably satisfactory to Agent, executed and delivered by Borrowers and Guarantors to Agent.

“Security Documents” means the Control Agreements, the Copyright Security Agreement, each Guaranty, the Patent Security Agreement, the Security Agreement, the Trademark Security Agreement, and all other documents, instruments and agreements now or hereafter securing (or given with the intent to secure) any Obligations.

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“Senior Officer” means the chairman of the board, president, chief executive officer or chief financial officer, treasurer or controller of a Borrower or, if the context requires, a Loan Party.

“Settlement” has the meaning specified therefor in Section 2.3(e)(i) of the Agreement.

“Settlement Date” has the meaning specified therefor in Section 2.3(e)(i) of the Agreement.

“Sixth Amendment Effective Date” means March 13, 2020.

“SOFR” with respect to any day means the secured overnight financing rate published for such day by the Federal Reserve Bank of New York, as the administrator of the benchmark, (or a successor administrator) on the Federal Reserve Bank of New York’s Website.

“Solvent” means, with respect to any Person on a particular date, that, at fair valuations, the sum of such Person’s assets is greater than all of such Person’s debts.

“Specified Indebtedness” means the Existing Senior Notes, Permitted Senior Indebtedness, Subordinated Indebtedness, permitted Upsized Refinancing Indebtedness in respect of the Existing Senior Notes and/or any other permitted Refinancing Indebtedness in respect of any of the foregoing.

“Specified Investment” means any Investment by the Borrowers or any Subsidiary that is financed solely with proceeds received from the issuance of Stock by Boise Cascade after the Closing Date, provided that (i) the Agent receives written notice describing such investment concurrently with or promptly following the issuance of such Stock and (ii) such investment is made within 90 days of receipt by Boise Cascade of such proceeds.

“Standard Letter of Credit Practice” means, for Issuing Lender, any domestic or foreign law or letter of credit practices applicable in the city in which Issuing Lender issued the applicable Letter of Credit or, for its branch or correspondent, such laws and practices applicable in the city in which it has advised, confirmed or negotiated such Letter of Credit, as the case may be, in each case, (a) which letter of credit practices are of banks that regularly issue letters of credit in the particular city, and (b) which laws or letter of credit practices are required or permitted under ISP or UCP, as chosen in the applicable Letter of Credit.

“Stock” means all shares, options, warrants, interests, participations, or other equivalents (regardless of how designated) of or in a Person, whether voting or nonvoting, including common stock, preferred stock, or any other “equity security” (as such term is defined in Rule 3a11-1 of the General Rules and Regulations promulgated by the SEC under the Exchange Act).

“Subordinated Indebtedness” means any subordinated debt securities issued by Boise Cascade in connection with permitted Refinancing Indebtedness of the Existing Senior Notes (or any permitted Refinancing Indebtedness or permitted Upsized Refinancing Indebtedness in respect thereof); provided that (i) such subordinated debt securities do not mature earlier than, or require any scheduled payment of principal, sinking fund payment or similar payment prior to, the date that is 90 days after the scheduled Term Loan Maturity Date, (ii) the Indebtedness in respect of such subordinated debt securities is not guaranteed by any Person that did not guarantee (and is not permitted by thisthe Agreement to provide a guaranty of) the Indebtedness evidenced by the Existing Senior Notes (or any permitted Refinancing Indebtedness or permitted Upsized Refinancing Indebtedness in respect thereof), (iii) other than in the case of the incurrence of permitted Refinancing Indebtedness or permitted Upsized Refinancing Indebtedness to refinance the Existing Senior Notes (or any permitted Refinancing Indebtedness or permitted Upsized Refinancing Indebtedness in respect thereof), the aggregate principal amount of such subordinated debt securities does not exceed $350,000,000400,000,000, (iv) such subordinated debt securities are unsecured and are not supported by any letter of credit or other similar credit enhancement, (v) the terms and conditions of such subordinated debt securities and any Subordinated Indebtedness Documents in respect thereof (including subordination provisions, covenants, events of default and any provisions relating to any mandatory redemption or required offer to repurchase such subordinated debt securities) are no less favorable in any material respect to the Loan Parties and the Lenders than the terms and conditions of the Indebtedness evidenced by the Existing Senior

Schedule 1.1

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Notes (or any permitted Refinancing Indebtedness or permitted Upsized Refinancing Indebtedness in respect thereof) and the Existing Senior Notes Documents in respect of such Indebtedness, and (vi) other than in the case of the refinancing of the Existing Senior Notes (in whole) (or any permitted Refinancing Indebtedness or permitted Upsized Refinancing Indebtedness in respect thereof) by the incurrence of Indebtedness under Section 6.1(n) or Section 6.1(z) of the Agreement which newly incurred Indebtedness is used (in whole) to repay the Existing Senior Notes (or any permitted Refinancing Indebtedness or permitted Upsized Refinancing Indebtedness in respect thereof) and transaction fees and expenses related thereto, the Indebtedness evidenced by the Existing Senior Notes (or any permitted Refinancing Indebtedness or permitted Upsized Refinancing Indebtedness in respect thereof) and being refinanced by such subordinated debt securities is repaid on the same date that such subordinated debt securities are issued.

“Subordinated Indebtedness Documents” means all instruments, agreements and other documents evidencing or governing any Subordinated Indebtedness or providing for any guarantee or other right in respect thereof.

“Subsidiary” of a Person means a corporation, partnership, limited liability company, or other entity in which that Person directly or indirectly owns or controls the shares of Stock having ordinary voting power to elect a majority of the board of directors (or appoint other comparable managers) of such corporation, partnership, limited liability company, or other entity.

“Supported QFC” has the meaning specified therefor in Section 17.17 of thisthe Agreement.

“Swap Obligation” means, with respect to any Loan Party, any obligation to pay or perform under any agreement, contract or transaction that constitutes a “swap” within the meaning of section 1a(47) of the Commodity Exchange Act.

“Swing Lender” means WFCF or any other Lender that, at the request of Borrowers and with the consent of Agent agrees, in such Lender’s sole discretion, to become the Swing Lender under Section 2.3(b) of the Agreement.

“Swing Loan” has the meaning specified therefor in Section 2.3(b) of the Agreement.

“Taxes” means any taxes, levies, imposts, duties, fees, assessments or other charges that are in the nature of a tax now or hereafter imposed by any jurisdiction or by any political subdivision or taxing authority thereof or therein with respect to such payments and all interest, penalties or similar liabilities with respect thereto; provided, however, that Taxes shall exclude (i) any tax imposed on the net income or net profits of any Lender or any Participant (including any branch profits taxes or franchise taxes in lieu of net income or net profits taxes), in each case imposed by the jurisdiction (or by any political subdivision or taxing authority thereof) in which such Lender or such Participant is organized or the jurisdiction (or by any political subdivision or taxing authority thereof) in which such Lender’s or such Participant’s principal office is located in each case as a result of a present or former connection between such Lender or such Participant and the jurisdiction or taxing authority imposing the tax (other than any such connection arising solely from such Lender or such Participant having executed, delivered or performed its obligations or received payment under, or enforced its rights or remedies under the Agreement or any other Loan Document); (ii) any branch profits taxes imposed by the United States of America or any similar tax imposed by any other jurisdiction described in clause (i) above; (iii) taxes resulting from a Lender’s or a Participant’s failure to comply with the requirements of Section 16(c) or (d) of the Agreement; (iv) any United States federal withholding taxes that would be imposed on amounts payable to a Foreign Lender based upon the applicable withholding rate in effect at the time such Foreign Lender becomes a party to the Agreement (or designates a new lending office); and (v) any United States federal withholding taxes imposed under FATCA, except that Taxes shall include (A) any amount that such Foreign Lender (or its assignor, if any) was previously entitled to receive pursuant to Section 16(a) of the Agreement, if any, with respect to such withholding tax at the time such Foreign Lender becomes a party to the Agreement (or designates a new lending office), and (B) additional United States federal withholding taxes that may be imposed after the time such Foreign Lender becomes a party to

Schedule 1.1

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the Agreement (or designates a new lending office), as a result of a change in law, rule, regulation, order or other decision with respect to any of the foregoing by any Governmental Authority.

“Tax Lender” has the meaning specified therefor in Section 14.2(a) of the Agreement.

“Term Loan” has the meaning specified therefor in Section 2.2 of the Agreement.

“Term Loan Amount” means $50,000,000.

“Term Loan Closing Date Fee Letter” means that certain fee letter, dated as of the date hereof, among Borrowers and Agent, in form and substance reasonably satisfactory to Agent.

“Term Loan Commitment” means, with respect to each Lender, its Term Loan Commitment, and, with respect to all Lenders, their Term Loan Commitments, in each case as such Dollar amounts are set forth beside such Lender’s name under the applicable heading on Schedule C-1 or in the Assignment and Acceptance pursuant to which such Lender became a Lender under the Agreement, as such amounts may be reduced or increased from time to time pursuant to assignments made in accordance with the provisions of Section 13.1 of the Agreement.

“Term Loan Lender” means a Lender that has a Term Loan Commitment or that holds a portion of the Term Loan.

“Term Loan Maturity Date” means the earlier of (a) March 13, 2025 and (b) 90 days prior to the maturity date of the Existing Senior Notes (or any permitted Refinancing Indebtedness or permitted Upsized Refinancing Indebtedness in respect thereof).

“Term Loan Purchase Option Triggering Event” means the earliest to occur of (i) all or any portion of the Obligations constituting principal owing to any Term Loan Lender shall not be paid in full when due and owing (after giving effect to any applicable grace period), (ii) Agent has accelerated the Obligations, or (iii) the commencement of an Insolvency Proceeding with respect to any Loan Party.

“Term Loan Sub-Agent” means American AgCredit, PCA.

“Term Loan Sub-Agent Fee Letter” means that certain fee letter, dated as of April 6, 2015, among Boise Cascade and American AgCredit, PCA.

“Term SOFR” means the forward-looking term rate based on SOFR that has been selected or recommended by the Relevant Governmental Body.

“Total Commitment” means, with respect to each Lender, its Total Commitment, and, with respect to all Lenders, their Total Commitments, in each case as such Dollar amounts are set forth beside such Lender’s name under the applicable heading on Schedule C-1 attached hereto or on the signature page of the Assignment and Acceptance pursuant to which such Lender became a Lender under the Agreement, as such amounts may be reduced or increased from time to time pursuant to assignments made in accordance with the provisions of Section 13.1 of the Agreement.

“Trademark Security Agreement” has the meaning specified therefor in the Security Agreement.

“Trademarks” has the meaning specified therefor in the Security Agreement.

“Trigger Period” means, as applicable, a Borrowing Base Reporting Trigger Period, a Cash Dominion Trigger Period, a Financial Covenant Trigger Period, and a Financial Statement Reporting Trigger Period.

Schedule 1.1

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“UCP” means, with respect to any Letter of Credit, the Uniform Customs and Practice for Documentary Credits 2007 Revision, International Chamber of Commerce Publication No. 600 and any version or revision thereof accepted by Issuing Lender for use.

“Unadjusted Benchmark Replacement” means the Benchmark Replacement excluding the Benchmark Replacement Adjustment.

“Underlying Issuer” means Wells Fargo or one of its Affiliates.

“Underlying Letter of Credit” means a Letter of Credit that has been issued by an Underlying Issuer.

“United States” means the United States of America.

“Unused Line Fee Rate” means, as of any date of determination under Section 2.10(b) of the Agreement, 0.250%.

“Upsized Refinancing Indebtedness” means, as of any date of determination thereof, the incurrence of unsecured Indebtedness that constitutes a combination of the following: (a) Refinancing Indebtedness of the Existing Senior Notes (or of any permitted Refinancing Indebtedness or of any unsecured Indebtedness permitted to be incurred pursuant to Section 6.1(z) of the Agreement, in each case, in respect thereof) and (b) (i) Add-On Debt permitted to be incurred pursuant to Section 6.1(l) of the Agreement and/or (ii) unsecured Indebtedness permitted to be incurred pursuant to Section 6.1(n) of the Agreement; provided, that, for the avoidance of doubt, incurrences of Upsized Refinancing Indebtedness may be incurred from time to time.

“U.S. Special Resolution Regimes” has the meaning specified therefor in Section 17.17 of this Agreement.

“Voidable Transfer” has the meaning specified therefor in Section 17.8 of the Agreement.

“Voting Participant” has the meaning specified therefor in Section 13.1(k) of the Agreement.

“Voting Participant Notification” has the meaning specified therefor in Section 13.1(k) of the Agreement.

“Wells Fargo” means Wells Fargo Bank, National Association, a national banking association.

“WFCF” means Wells Fargo Capital Finance, LLC, a Delaware limited liability company.

“Write-Down and Conversion Powers” means, with respect to any EEA Resolution Authority, the write-down and conversion powers of such EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down and conversion powers are described in the EU Bail-In Legislation Schedule.

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Document

Exhibit 31.1

CEO CERTIFICATION PURSUANT TO SECTION 302

OF THE SARBANES-OXLEY ACT OF 2002

I, Nathan R. Jorgensen, certify that:

1.I have reviewed this quarterly report on Form 10-Q of Boise Cascade Company;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c.Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d.Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize, and report financial information; and

b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date:  October 30, 2020

/s/ Nathan R. Jorgensen
Nathan R. Jorgensen<br>Chief Executive Officer

Document

Exhibit 31.2

CFO CERTIFICATION PURSUANT TO SECTION 302

OF THE SARBANES-OXLEY ACT OF 2002

I, Wayne M. Rancourt, certify that:

1.I have reviewed this quarterly report on Form 10-Q of Boise Cascade Company;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c.Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d.Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize, and report financial information; and

b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date:  October 30, 2020

/s/ Wayne M. Rancourt
Wayne M. Rancourt
Chief Financial Officer

Document

Exhibit 32.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

I, Nathan R. Jorgensen, certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

1.    the accompanying Quarterly Report on Form 10-Q for the quarter ended September 30, 2020 (the "Report") fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934, as amended; and

2.    the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Boise Cascade Company at the dates and for the periods indicated in the Report.

A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to Boise Cascade Company and will be retained by Boise Cascade Company and furnished to the Securities and Exchange Commission or its staff upon request.

The undersigned expressly disclaims any obligation to update the foregoing certification except as required by law.

Date: October 30, 2020

/s/ Nathan R. Jorgensen
Nathan R. Jorgensen<br>Chief Executive Officer

The foregoing certification is being furnished solely pursuant to the requirements of 18 U.S.C. § 1350 and is not being filed as a part of the Report or as a separate disclosure document.

Document

Exhibit 32.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

I, Wayne M. Rancourt, certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

  1. the accompanying Quarterly Report on Form 10-Q for the quarter ended September 30, 2020 (the "Report") fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934, as amended; and

  2. the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Boise Cascade Company at the dates and for the periods indicated in the Report.

A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to Boise Cascade Company and will be retained by Boise Cascade Company and furnished to the Securities and Exchange Commission or its staff upon request.

The undersigned expressly disclaims any obligation to update the foregoing certification except as required by law.

Date: October 30, 2020

/s/ Wayne M. Rancourt
Wayne M. Rancourt
Chief Financial Officer

The foregoing certification is being furnished solely pursuant to the requirements of 18 U.S.C. § 1350 and is not being filed as a part of the Report or as a separate disclosure document.

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