Exhibit 10.1


 





 


CONFIRMATION


 


	
  DATE:

  	
  October 27, 2004

  	
   

  
	
   

  	
   

  	
   

  
	
  TO:

  	
  Boise Cascade Corporation

  
	
   

  	
   

  	
   

  
	
   

  	
  Telephone No.:

  	
  208-384-6073

  
	
   

  	
  Facsimile No. :

  	
  208-384-4920

  
	
   

  	
  Attention :

  	
  Wayne Rancourt

  
	
   

  	
   

  	
   

  
	
  FROM:

  	
  J. Aron & Company

  	
   

  
	
   

  	
   

  	
   

  
	
  SUBJECT:

  	
  Swap Transaction

  	
   

  
	
   

  	
   

  	
   

  
	
  REF NO:

  	
  NUUS410EZ0 (600000000) / (006 436 190)

  



 


 


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 Cascade Corporation (“Counterparty”). This communication constitutes a “Confirmation”
as referred to in the Swap Agreement specified below.


 


1.     This
Confirmation is subject to, and incorporates, the 2000 ISDA Definitions (the “Definitions”),
published by the International Swaps and Derivatives Association, Inc. This
Confirmation supplements, forms a part of and is subject to the ISDA Master
Agreement dated as of April 2, 2002 as amended and supplemented from time to
time (the “Swap Agreement”) between ARON and Counterparty.   All provisions contained in, or incorporated
by reference to, the Swap Agreement shall govern this Confirmation except as
expressly modified below.   In the event
of any inconsistency between this Confirmation, the Definitions, or the Swap
Agreement, as the case may be, this Confirmation will control for purposes of
the Transaction to which this Confirmation relates.


 


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


 


	
  Notional Amount:

  	
  USD 1,238,000,000

  
	
   

  	
   

  
	
  Trade Date:

  	
  October 27, 2004

  
	
   

  	
   

  
	
  Effective Date:

  	
  December 20, 2004

  
	
   

  	
   

  
	
  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.

  



 


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  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

  
	
   

  	
   

  
	
  3. Additional Provisions:

  	
   

  
	
   

  	
   

  
	
   

  	
  (a) Early Termination

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Mandatory Early
  Termination:

  	
  Applicable

  
	
   

  	
   

  	
   

  
	
   

  	
  (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

  



 


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  Cash Settlement
  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

  
	
   

  	
   

  
	
  4. Credit Support Documents:

  	
  None

  
	
   

  	
   

  
	
  5. 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

  



 


6. 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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7. Counterparty hereby agrees (a) to check this Confirmation (Reference
No.: NUUS410EZ0 (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 CASCADE CORPORATION


 


	
  By:

  	
  /s/ Ted Crumley

  	
   

  
	
  Name:

  
	
  Title:

  
	
   

  
	
  Counterparty Reference No.:

  



 


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