EXHIBIT 4.1


 


Sixth
Supplemental Indenture


                THIS SIXTH
SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) is made as of October 29,
2004, between Boise Cascade Corporation, a Delaware corporation (the “Company”),
and U.S. Bank Trust National Association (as successor in interest to Morgan
Guaranty Trust Company of New York), as trustee (the “Trustee”). Any term used
but not defined herein shall have the corresponding meaning given to it in the
Indenture (as defined below).


 


Recitals of
the Company


                The Company and
the Trustee have heretofore executed and delivered an Indenture dated as of
October 1, 1985, as amended or supplemented (the “Indenture”), pursuant to
which the Company has heretofore issued its 6.50% Senior Notes due 2010, in the
aggregate principal amount of $300,000,000 and 7.00% Senior Notes due 2013, in
the aggregate principal amount of $200,000,000 (collectively, the “Senior Notes”
and each a “series” of Senior Notes). The Company desires to amend or eliminate
certain provisions of the Indenture as hereinafter set forth.


 


                Pursuant to its
Offer to Purchase and Consent Solicitation, dated October 5, 2004 (the “Offer
to Purchase”), the Company commenced a tender offer (as amended from time to
time, the “Tender Offer”) for aggregate consideration up to $800,000,000 for
its outstanding Senior Notes and for certain amounts of other Company
securities and a solicitation of consents (as amended from time to time, the “Solicitation”)
from the holders of the Senior Notes to certain amendments to the Indenture
(the “Proposed Amendments”).


 


                Section 902 of the
Indenture provides, with certain exceptions, that the Company and the Trustee
may amend or supplement the Indenture with the consent of the holders of not
less than 662/3% in aggregate principal amount of each
series of Senior Notes then outstanding.


 


                The Company has
determined that, with the consent of the holders of at least 662/3%
in aggregate principal amount of each series of Senior Notes outstanding, the
amendments set forth in Article I hereof are authorized or permitted by Section
902 of the Indenture. In furtherance thereof, the Company has delivered to the
Trustee an Opinion of Counsel to that effect and an Opinion of Counsel and an
Officers’ Certificate pursuant to Section 102 of the Indenture to the effect
that all conditions precedent provided for in the Indenture to the Trustee’s
execution and delivery of this Sixth Supplemental Indenture have been complied
with.


 


                Pursuant to the
Tender Offer and Solicitation, the holders of at least 662/3%
in aggregate principal amount of the 6.50% Senior Notes due 2010 (the “6.50%
Senior Notes”) then outstanding have duly consented to the Proposed Amendments,
as such Proposed Amendments are described in the Offer to Purchase.


 


 


 





















 


                All acts and things
necessary to amend the Indenture and to make this Sixth Supplemental Indenture
a valid agreement of the Company and the Trustee, in accordance with its terms,
have been done.


 


                NOW, THEREFORE,
the Company hereby covenants and agrees with the Trustee as follows:


 


ARTICLE I


 


AMENDMENTS


SECTION
1.01.      Modification of Covenants and
Exhibits.


(a)           Solely with respect to the 6.50% Senior Notes, each of the
following sections of and exhibits to the Fourth Supplemental Indenture dated
as of October 21, 2003 is hereby deleted in its entirety and replaced with “Intentionally
Omitted”:


	
  Section 4.1

  	
   

  	
  Applicability of Covenants

  	
   

  	
   

  
	
  Section 4.2

  	
   

  	
  Repurchase at the Option
  of Holders Upon Change of Control

  	
   

  	
   

  
	
  Section 4.3

  	
   

  	
  Repurchase at the Option
  of Holders Upon Asset Sales

  	
   

  	
   

  
	
  Section 4.4

  	
   

  	
  Restricted Payments

  	
   

  	
   

  
	
  Section 4.5

  	
   

  	
  Incurrence of Indebtedness
  and Issuance of Preferred Stock

  	
   

  	
   

  
	
  Section 4.6

  	
   

  	
  Liens

  	
   

  	
   

  
	
  Section 4.7

  	
   

  	
  Dividend and Other Payment
  Restrictions Affecting Restricted Subsidiaries

  	
   

  	
   

  
	
  Section 4.8

  	
   

  	
  Merger, Consolidation or
  Sale of Assets

  	
   

  	
   

  
	
  Section 4.9

  	
   

  	
  Transactions with
  Affiliates

  	
   

  	
   

  
	
  Section 4.10

  	
   

  	
  Designation of Restricted
  and Unrestricted Subsidiaries

  	
   

  	
   

  
	
  Section 4.11

  	
   

  	
  Sale and Leaseback
  Transaction

  	
   

  	
   

  
	
  Section 4.12

  	
   

  	
  Business Activities

  	
   

  	
   

  
	
  Section 4.13

  	
   

  	
  Payments for Consent

  	
   

  	
   

  
	
  Section 4.14

  	
   

  	
  Reports

  	
   

  	
   

  
	
  Section 5.1

  	
   

  	
  Applicability of Events of
  Default

  	
   

  	
   

  
	
  Section 5.2

  	
   

  	
  Events of Default

  	
   

  	
   

  
	
  Section 5.3

  	
   

  	
  Acceleration of Maturity;
  Remedies

  	
   

  	
   

  
	
  Exhibit A

  	
   

  	
  Definitions

  	
   

  	
   

  



 


(b)           Solely, with respect to the 6.50% Senior Notes, the first
paragraph of Section 3.3 of the Fourth Supplemental Indenture dated as of
October 21, 2003 is hereby deleted in its entirety and replaced with the
following:


“Section 3.3   Notice of Redemption.  At least 30 days but not more than 60 days
before a redemption date, the Company will mail or cause to be mailed, by first
class mail, a notice of redemption to each Holder whose Notes are to be
redeemed at its registered address, except that redemption notices may be
mailed 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 the Indenture pursuant to Article IV of the Indenture.”


(c)           With respect to the 6.50% Senior Notes, the provisions of Sections 501, 801, 1004,
1005 and 1008 and the provisions of the first two paragraphs of Section 502 of
the Indenture apply to such Senior Notes.


ARTICLE II


EFFECTIVE TIME


SECTION 2.01.      Effective Time of Amendments to Indenture.


The amendments to the
Indenture set forth in Article I of this Sixth Supplemental Indenture shall
only become effective upon the execution and delivery of this Sixth Supplemental
Indenture by the Company and the Trustee; provided, however, the Company will
continue to comply with and be subject to the provisions of the Indenture
deleted or modified by Article I of this Sixth Supplemental Indenture with
respect to the 6.50% Senior Notes (as such provisions exist in the Indenture
prior to the effectiveness of this Sixth Supplemental Indenture) until the deposit
for payment for the 6.50% Senior Notes with Wells Fargo Shareowner Services, as
Depositary, in accordance with the terms of the Tender Offer and the
Solicitation; provided, further, that the provisions of Article I of this Sixth
Supplemental Indenture shall automatically become null and void if (a) consents
of holders of 6.50% Senior Notes are validly withdrawn (and not validly
retendered) at or prior to the Withdrawal Date and cause the principal amount
of an issue of Senior Notes consenting to the proposed amendments to be less
than 662/3% in aggregate principal amount of such issue,
(b) validly tendered 6.50% Senior Notes are not purchased pursuant to the
Tender Offer or (c) the Tender Offer is terminated or withdrawn with respect to
the 6.50% Senior Notes.


ARTICLE III


MISCELLANEOUS


SECTION 3.01.      Execution as Supplemental Indenture.


This Sixth Supplemental
Indenture is executed and shall be construed as an indenture supplemental to
the Indenture and, as provided in the Indenture, this Sixth Supplemental
Indenture shall form a part of the Indenture. 
Except as herein expressly otherwise defined, the terms used herein
shall have the same meaning as provided in the Indenture.


Except as specifically
amended above, the Indenture shall remain in full force and effect and is
hereby ratified and confirmed.


SECTION 3.02.      Responsibility for Recitals.


 


 





















 


The recitals herein shall be
taken as statements of the Company, and the Trustee assumes no responsibility
for the correctness thereof.


SECTION
3.03.      Successors and Assigns.


All
the covenants and agreements in this Sixth Supplemental Indenture by the
Company shall bind its successors and assigns whether so expressed or not.


SECTION 3.04.      Conflicts.


In the event of a conflict
between the terms and conditions of the Indenture and the terms and conditions
of this Sixth Supplemental Indenture, the terms and conditions of this Sixth Supplemental
Indenture shall prevail.


SECTION 3.05.      Counterparts.


This Sixth Supplemental
Indenture may be executed in any number of counterparts, each of which shall be
an original, but such counterparts shall together constitute but one and the
same instrument.


 


 





















 


IN
WITNESS WHEREOF, the parties hereto have caused this Sixth Supplemental
Indenture to be duly executed as of the date first above written.


	
   

  	
  BOISE CASCADE CORPORATION

  
	
   

  	
   

  
	
  By: 

  	
  /s/ Karen E. Gowland

  
	
  Name: 

  	
  Karen E. Gowland

  
	
  Title:

  	
  Vice President and
  Corporate Secretary

  



 


 


	
   

  	
  U.S. BANK TRUST NATIONAL
  ASSOCIATION

  
	
   

  	
  as Trustee

  
	
   

  	
   

  
	
  By: 

  	
  /s/ Ignazio Tamburello

  
	
  Name: 

  	
  Ignazio Tamburello

  
	
  Title:

  	
  Assistant Vice President