Exhibit 10.2


 





 


CONFIRMATION


 


	
  DATE:

  	
  October 27, 2004

  	
   

  
	
   

  	
   

  	
   

  
	
  TO:

  	
  Boise Southern Company

  
	
   

  	
   

  	
   

  
	
   

  	
  Telephone No.:

  	
  208-384-6073

  
	
   

  	
  Facsimile No. :

  	
  208-384-4920

  
	
   

  	
  Attention :

  	
  Wayne Rancourt

  
	
   

  	
   

  	
   

  
	
  FROM:

  	
  J. Aron & Company

  	
   

  
	
   

  	
   

  	
   

  
	
  SUBJECT:

  	
  Swap Transaction

  	
   

  
	
   

  	
   

  	
   

  
	
  REF NO:

  	
  NUUS410F0 (600000000) / (006 436 281)

  



 


 


The purpose of this communication is to set forth the
terms and conditions of the above referenced transaction entered into on the
Trade Date specified below (the “Transaction”) between J. Aron & Company (“ARON”),
and Boise Southern Company (“Counterparty”), guaranteed by Boise Cascade
Corporation. This communication constitutes a “Confirmation” as referred to in
paragraph 2. below.


 


1.             The definitions and provisions contained in the 2000
ISDA Definitions (the “Definitions”), as published by the International Swaps
and Derivatives Association, Inc. are incorporated into this Confirmation.


 


2.     This Confirmation evidences a complete and binding agreement
between you and us as to the terms of the Transaction to which this
Confirmation relates.   In addition, you
and we agree to use all reasonable efforts promptly to negotiate, execute and
deliver an agreement in the form of the ISDA Master Agreement (Multicurrency-Cross
Border) (the “ISDA Form”), with such modifications as you and we will in good
faith agree. Upon the execution by you and us of such an agreement or if such
an agreement or other form of ISDA master agreement has already been executed
by you and us, this Confirmation will supplement, form a part of, and be subject
to that agreement. Until we execute and deliver that agreement, this
Confirmation, together with all other documents referring to the ISDA Form
(each a “Confirmation”) confirming transactions (each a “Transaction”) entered
into between us (notwithstanding anything to the contrary in a Confirmation),
shall supplement, form a part of, and be subject to an agreement (which shall
survive the termination of this Transaction) in the form of the ISDA Form as if
we had executed an agreement in such form effective as of the Trade Date of the
first Transaction between us (but without any Schedule except for (i) the
election of Loss and Second Method, New York law (without regard to the
conflicts of law principles) as the governing law and US Dollars as the Termination
Currency, (ii) the election that subparagraph (ii) of Section 2(c) will not
apply to Transactions, and (iii) the replacement of the word “third” in the
last line of Section 5(a)(i) with the word “first”).   In the event of any inconsistency between
the Definitions, the ISDA Form and this Confirmation, this Confirmation will
govern.


 


3.   The terms of the particular Transaction to
which this Confirmation relates are as follows:


 


	
  Notional Amount:

  	
  USD 232,000,000

  
	
   

  	
   

  
	
  Trade Date:

  	
  October 27, 2004

  
	
   

  	
   

  
	
  Effective Date:

  	
  December 20, 2004

  



 


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  Termination Date:

  	
  December 20, 2019, subject to adjustment in
  accordance with the Modified Following Business Day Convention and, subject
  to early termination as set forth under “Additional Provisions” below.

  
	
   

  	
   

  
	
  Floating Rate Amounts:

  	
   

  
	
   

  	
   

  
	
  Floating Rate
  Payer:

  	
  ARON

  
	
   

  	
   

  
	
  Floating Rate
  Payer Payment Dates:

  	
  Quarterly, on each March 20th, June 20th,
  September 20th, and December 20th, commencing on March
  20, 2005 and ending on the Termination Date, subject to adjustment in
  accordance with the Modified Following Business Day Convention.

  
	
   

  	
   

  
	
  Floating Rate
  Option:

  	
  USD-LIBOR-BBA

  
	
   

  	
   

  
	
  Floating Rate
  Designated Maturity:

  	
  3 Months

  
	
   

  	
   

  
	
  Floating Rate
  Spread:

  	
  None

  
	
   

  	
   

  
	
  Floating Rate
  Reset Dates:

  	
  The first day of each Calculation Period

  
	
   

  	
   

  
	
  Floating Rate
  Day Count Fraction:

  	
  Actual/360

  
	
   

  	
   

  
	
  Floating Rate
  Period End Dates:

  	
  Adjusted in accordance with the Modified Following
  Business Day Convention.

  
	
   

  	
   

  
	
  Fixed Amounts:

  	
   

  
	
   

  	
   

  
	
  Fixed Rate
  Payer:

  	
  Counterparty

  
	
   

  	
   

  
	
  Fixed Rate Payer
  Payment Dates:

  	
  Semi-annually, on each June 20th and
  December 20th, commencing on June 20, 2005 and ending on the
  Termination Date, subject to adjustment in accordance with the Modified
  Following Business Day Convention.

  
	
   

  	
   

  
	
  Fixed Rate:

  	
  4.9744%

  
	
   

  	
   

  
	
  Fixed Rate Day
  Count Fraction:

  	
  30/360

  
	
   

  	
   

  
	
  Fixed Rate
  Period End Dates:

  	
  Unadjusted

  
	
   

  	
   

  
	
  Business Days:

  	
  New York and London

  
	
   

  	
   

  
	
  Calculation Agent:

  	
  ARON

  
	
   

  	
   

  
	
  4. Documentation:

  	
  ISDA Master Agreement with ARON Schedule

  
	
   

  	
   

  
	
  5. Additional Provisions:

  	
   

  
	
   

  	
   

  
	
   

  	
  (a) Early Termination

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Mandatory Early
  Termination:

  	
  Applicable

  



 


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  (b) Settlement Terms

  	
   

  
	
   

  	
   

  
	
  Mandatory Early
  Termination Date:

  	
  The Effective Date

  
	
   

  	
   

  
	
  Business Day
  Convention for Mandatory Early Termination Date:

  	
  Modified Following

  
	
   

  	
   

  
	
  Cash Settlement
  Valuation Time:

  	
  11:00 a.m. New York time

  
	
   

  	
   

  
	
  Cash Setttement
  Valuation Date:

  	
  The second Valuation Business Day preceding the
  Mandatory Early Termination Date

  
	
   

  	
   

  
	
  Valuation
  Business Days:

  	
  New York and London

  
	
   

  	
   

  
	
  Cash Settlement
  Method:

  	
  Cash Price

  
	
   

  	
   

  
	
  Cash Settlement
  Reference Banks:

  	
  To be agreed on the Mandatory Early Termination Date

  
	
   

  	
   

  
	
  Quotation Rate:

  	
  To be determined by Calculation Agent on the
  Mandatory Early Termination Date

  
	
   

  	
   

  
	
  6. Credit Support Documents:

  	
  (a)  Standard
  Guaranty of The Goldman Sachs Group, Inc.

  
	
   

  	
   

  
	
   

  	
  (b)  Guaranty
  of Boise Cascade Corporation

  
	
   

  	
   

  
	
  7. Account Details:

  	
   

  
	
   

  	
   

  
	
  Payments to ARON:

  	
   

  
	
   

  	
   

  
	
  For the Account of:

  	
  J. Aron & Company

  
	
  Name of Bank:

  	
  Citibank, N.A. New York

  
	
  Account No:

  	
  09292521

  
	
  SWIFT No:

  	
  021000089

  
	
   

  	
   

  
	
  GSCM Inquiries

  	
  Swap Operations

  
	
   

  	
  J. Aron & Company

  
	
   

  	
  Telephone No.: 212-357-7836

  
	
   

  	
  Facsimile No.: 212-902-5692

  
	
   

  	
   

  
	
  Payments to Counterparty:

  	
  In accordance with Counterparty’s written
  instructions as set forth below or otherwise delivered to ARON. ARON shall
  make no payments without having received (i) such written instructions and
  (ii) a fully executed facsimile copy of this Confirmation or other written
  acceptance of the terms hereof.

  
	
   

  	
   

  
	
  For the Account of:

  	
  OfficeMax Incorporated

  
	
  Name of Bank:

  	
  JP Morgan Chase NY

  
	
  Account No:

  	
  304-153346

  
	
  SWIFT CODE:

  	
  021 000 021

  



 


8. Offices:


 


(a)   The Office of ARON for this Transaction is 85
Broad Street, New York, New York, 10004.


 


(b)   The Office of Counterparty for this
Transaction is 1111 West Jefferson Street, Boise, Idaho, 83728


 


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9.     Counterparty
hereby agrees (a) to check this Confirmation (Reference No.: NUUS410F0
(600000000)) carefully and immediately upon receipt so that errors or
discrepancies can be promptly identified and rectified and (b) to confirm that
the foregoing correctly sets forth the terms of the agreement between ARON and
Counterparty with respect to the particular Transaction to which this
Confirmation relates, by manually signing this Confirmation and providing the
other information requested herein and immediately returning an executed copy
to Swap Administration, facsimile No. 212-902-5692.


 


	
   

  	
  Very truly yours,

  
	
   

  	
   

  
	
   

  	
  J. ARON & Company

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Carlos A. Landaure

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 


Agreed and Accepted By:

BOISE SOUTHERN COMPANY


 


 


	
  By:

  	
  /s/ Ted Crumley

  	
   

  
	
  Name:

  
	
  Title:

  
	
   

  
	
  Counterparty Reference No.:

  



 


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