Exhibit 10.1

  
	
   

  	
   

  
	
  Boise Cascade, L.L.C.

  1111 West
  Jefferson Street   PO Box 50   Boise, ID 83728

  T 208 384
  6161   F 208 384 6566

  www.bc.com

  	
  

  



 


May 22,
2008


 


Boise
Inc.


Boise
Paper Holdings, L.L.C.


1111
W. Jefferson St. Suite 200


Boise,
Idaho 83702-5388


Attention:
General Counsel


 


 


Ladies
and Gentlemen:


 


Reference
is made to (i) that certain Purchase and Sale Agreement, dated as of September 7,
2007, by and among Boise Cascade, L.L.C. (“Seller”), Boise Paper
Holdings, L.L.C. (the “Company”), Boise Packaging & Newsprint,
L.L.C., Boise White Paper, L.L.C., Boise Cascade Transportation Holdings Corp.,
Boise Inc. (formerly known as Aldabra 2 Acquisition Corp., “Buyer”) and
Aldabra Sub LLC (“Buyer Sub”) (as amended by that certain Amendment No. 1
to Purchase and Sale Agreement, dated as of October 18, 2007, and that
certain Amendment No. 2 to Purchase and Sale Agreement, dated as of February 22,
2008, and as may further be amended, modified and/or supplemented from time to
time, the “Purchase and Sale Agreement”), (ii) that certain
promissory note (as amended, modified and/or supplemented from time to time,
the “Note”), dated as of February 22, 2008, originally made by
Buyer to the order of Seller in an original aggregate principal amount of
$41,000,000, and bearing interest and maturing as provided therein, and (iii) that
certain Note Assignment, dated February 22, 2008, between Seller and Boise
Cascade Holdings, L.L.C. (“BCH”), pursuant to which Seller transferred
to BCH all of Seller’s right, right, title and interest in and to the
Note.  Capitalized terms used, but not
otherwise defined, in this letter shall have the meanings given to them in the
Purchase and Sale Agreement.  Seller, Buyer,
Buyer Sub and the Company are referred to herein collectively as the “Parties”.


 


The
Parties and BCH acknowledge and agree for all purposes of the Purchase
Agreement (i) the Company Closing Cash Amount is $38,000,000.00, (ii) Company
Closing Net Working Capital is $345,806,783.44, (iii) Buyer Closing Net
Working Capital is $388,803,733.00 and (iv) the Closing Purchase Price is
$1,695,353,850.44.


 


As
a result of the Parties’ agreements discussed in the immediately preceding
sentence, the final Adjustment Amount due to Seller from Buyer pursuant to Section 1E(iv) and
Section 1F(i) of the Purchase and Sale Agreement is
$17,333,850.44 (the “Final Adjustment Amount”).  Pursuant to Section 1F(i) of
the Purchase and Sale Agreement and Section 2(c) of the Note,
the BCH and the Parties acknowledge and agree that, in


 

















 


lieu
of delivering to Seller another Acceptable Note in respect of the Final
Adjustment Amount, the aggregate unpaid principal amount of the Note shall be
increased, effective as of the Effective Date (as such term is defined in the
Note), by an aggregate amount equal to the Final Adjustment Amount and interest
shall be deemed to have accrued and compounded on such additional principal
amount in accordance with the Note from and after the Effective Date (as such
term is defined in the Note).  In
furtherance of the foregoing, Buyer, Seller and BCH acknowledge and agree that
the date and amount of such increase to the Note shall be noted on Schedule
I to the Note, effective as of the date of this letter agreement, as set
forth on Schedule A attached to this letter agreement and upon the
adjustment to the Note in accordance with this paragraph, there shall be no
further adjustment to the Note pursuant to Section 1E of the
Purchase Agreement.


 


This
letter agreement may be executed in counterparts, each of which when so
executed and delivered shall be deemed to be an original and all of which taken
together shall constitute one and the same instrument.  Delivery of an executed counterpart of a
signature page of this letter agreement by facsimile transmission or
electronic pdf shall be effective as delivery of a manually executed
counterpart of this Amendment.  This
letter agreement is governed by the laws of the State of Delaware.  The provisions of this letter agreement may
not be amended without the prior written consent of each of BCH, Seller and
Buyer.  The rights of BCH and Seller
under this letter agreement may be assigned in whole or in part to one or more
transferees of the Note.  From time to
time, as and when requested by any party hereto, each party hereto shall
execute and deliver, or cause to be executed and delivered, all such documents
and instruments and shall take, or cause to be taken, all such other actions,
as any such other party hereto (or any of their permitted transferees or
assignees (including any transferees of the Note)) may reasonably deem
necessary or desirable to consummate or evidence the transactions contemplated
by this letter agreement on the terms herein described (including, without
limitation, in the case of Buyer, if and when requested by the holder(s) of
the Note, the execution and delivery of a new Note or Notes (in exchange for
surrender of the Note), as the case may be, as requested by the holder(s) and/or
transferee(s) thereof, which aggregate the unpaid principal amount of the
Note (after giving effect to the adjustments to the Note described in the
preceding paragraph) as such holder(s) and/or transferee(s) thereof
may request, in any such case, dated so that there will be no loss of interest
or principal (after giving effect to the adjustments to the Note described in
the preceding paragraph) on such surrendered Note and otherwise of like tenor
to the Note).  This letter agreement is
binding on and shall inure to the benefit of the parties hereto and their
successors and permitted assigns (including any subsequent holder(s) of
the Note or Notes (as such term is defined in the Note).


 


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  Sincerely,

  
	
   

  
	
  BOISE CASCADE, L.L.C.

  
	
   

  
	
   

  
	
  By:

  	
  /s/ Tom Carlile

  	
   

  
	
  Name: Tom Carlile

  
	
  Title:  Executive Vice President and Chief Financial
  Officer

  
	
   

  	
   

  	
   

  
	
  BOISE CASCADE HOLDINGS, L.L.C.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Tom Carlile

  	
   

  
	
  Name: Tom Carlile

  	
   

  
	
  Title:  Executive Vice President and Chief Financial
  Officer

  
	
   

  	
   

  
	
  Acknowledged and agreed to as of the date first set forth above:

  
	
   

  	
   

  
	
  BOISE INC.

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Rob McNutt

  	
   

  
	
  Name:

  	
  Robert M. McNutt

  	
   

  
	
  Title:

  	
  Sr. Vice President & Chief Financial
  Officer

  	
   

  
	
   

  	
   

  	
   

  
	
  BOISE PAPER HOLDINGS, L.L.C.

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Rob McNutt

  	
   

  
	
  Name:

  	
  Robert M. McNutt

  	
   

  
	
  Title:

  	
  Sr. Vice President & Chief Financial
  Officer

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  cc:

  	
  Sam Cotterell

  	
   

  
	
   

  	
  Rob McNutt

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Kirkland & Ellis LLP

  	
   

  
	
   

  	
  200 East Randolph Drive

  	
   

  
	
   

  	
  Chicago, IL 60601

  	
   

  
	
   

  	
  Attention: Richard J. Campbell, P.C.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Kramer Levin Naftalis & Frankel LLP

  	
   

  
	
   

  	
  1177 Avenue of the Americas

  	
   

  
	
   

  	
  New York, New York 10036

  	
   

  
	
   

  	
  Attention:
  Philip Weingold

  	
   

  



 


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Schedule A


 


SCHEDULE
I TO THE NOTE


 


	
  Date

  	
   

  	
  Aggregate

  Principal

  Amount

  Outstanding

  Pre-Adjustment

  	
   

  	
  Accrued and
  Unpaid

  Interest Pre-

  Adjustment (including

  Accumulated Interest

  per Section 1(c))

  	
   

  	
  Aggregate
  Principal

  Amount Outstanding

  Post-Adjustment

  	
   

  	
  Accrued and
  Unpaid

  Interest Post-

  Adjustment (including

  Accumulated Interest

  per Section 1(c))

  	
   

  
	
  2/22/2008

  	
   

  	
  $

  	
  41,000,000

  	
   

  	
  N/A

  	
   

  	
  $

  	
  58,333,850.44

  	
   

  	
  N/A

  	
   

  
	
  3/31/2008

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  $

  	
  969,800.26

  	
   

  
	
  4/1/2008

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  $

  	
  59,303,650.70

  	
   

  	
  $

  	
  0.00

  	
   

  
	
  5/22/2008

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  $

  	
  1,349,158.05

  	
   

  
													



 


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