First Amendment to Second Lien Credit and Guaranty Agreement



 Exhibit 10.12 
 EXECUTION VERSION 
 FIRST AMENDMENT 

TO SECOND LIEN CREDIT AND GUARANTY AGREEMENT 
 THIS FIRST AMENDMENT TO SECOND LIEN CREDIT AND GUARANTY AGREEMENT (this “Amendment”) is dated as of October 13, 2009 and is entered into by and among BOISE PAPER HOLDINGS,
L.L.C., a Delaware limited liability company (“Borrower”), LEHMAN COMMERCIAL PAPER INC. (“LCPI”), as Administrative Agent (“Administrative Agent”) and as Collateral Agent
(“Collateral Agent”), BARCLAYS BANK PLC (“Barclays”), the GUARANTORS listed on the signature pages hereto, and J.P. MORGAN SECURITIES INC. (“Arranger”), and is made with
reference to that certain SECOND LIEN CREDIT AND GUARANTY AGREEMENT dated as of February 22, 2008 (as amended through the date hereof, the “Credit Agreement”), by and among Borrower, Guarantors, the Lenders from time to
time party thereto, Administrative Agent, Collateral Agent, GOLDMAN SACHS CREDIT PARTNERS L.P., as Syndication Agent, and LEHMAN BROTHERS INC., as Documentation Agent. Capitalized terms used herein without definition shall have the
same meanings herein as set forth in the Credit Agreement after giving effect to this Amendment. 
 RECITALS 

WHEREAS, Credit Parties have requested that Requisite Lenders agree to amend certain provisions of the Credit Agreement as
provided for herein; and 
 WHEREAS, the Lenders signatory to an acknowledgement and consent in the form attached hereto
as Annex A (a “Lender Consent Letter”) and the signatories hereto have consented pursuant to Section 10.5 of the Credit Agreement to this Amendment, and have authorized the Administrative Agent to execute this Amendment on
their behalf, on the terms and subject to the conditions set forth herein. 
 NOW, THEREFORE, in consideration of the
premises and the agreements, provisions and covenants herein contained, the parties hereto agree as follows: 
 SECTION I. AMENDMENTS TO
CREDIT AGREEMENT; CONSENT 
 Subject to the occurrence of the First Amendment Effective Date (as defined below): 

 

	1.1	Amendments to Section 1. 

 A. Section 1.1 of the Credit Agreement is amended by adding the following definitions in proper alphabetical sequence: 

“Expected Seller Note Repayment” means $52,000,000. 







 “First Amendment” means the First Amendment to Second Lien
Credit and Guaranty Agreement, dated as of October 13, 2009, among Borrower, Guarantors, Lenders party thereto, Collateral Agent, and the other parties thereto. 

“First Amendment Effective Date” as defined in the First Amendment. 

“Permitted Junior Payment Amount” means, as of any date: 

(a) the sum, for all such Fiscal Years commencing with the Fiscal Year ending on December 31, 2009, of the
portion of Consolidated Excess Cash Flow for any Fiscal Year for which the financial statements required by Section 5.1(c) and the related Compliance Certificate required by Section 5.1(d) shall have been delivered on or prior to such date
that Borrower is not required to apply to prepay the loans under the First Lien Credit Agreement pursuant to Section 2.14(d) thereof; minus 
 (b) the aggregate principal amount of term loans under the First Lien Credit Agreement repaid pursuant to Section 2.14(g) thereof; minus 

(c) the amount, if any, by which the sum of (i) the aggregate amount of repurchases by Borrower on the First
Amendment Effective Date of Loans (and payments of accrued interest and premium thereon arising therefrom) as and to the extent contemplated by Section II of the First Amendment and (ii) the Expected Seller Note Repayment, exceeds the aggregate
proceeds (net of underwriting discounts and commissions) of the issuance of the Permitted Unsecured Notes on the First Amendment Effective Date; minus 
 (d) the portion of the Permitted Junior Payment Amount previously utilized pursuant to Section 6.4(n). 
 “Permitted Purchase” means the purchase of Loans by Borrower from one or more Lenders, whether by open market purchase, Dutch auction, negotiated transaction, or otherwise, from time to
time in accordance with Section 10.6(j). 
 “Permitted Senior Notes” means Indebtedness
that (i) matures after, and does not require any scheduled amortization, or other scheduled prepayments, repurchases or redemptions, of principal prior to, the Maturity Date (it being understood that such Indebtedness may have mandatory
prepayment, repurchase or redemptions provisions satisfying the requirement of clause (ii) below), (ii) has terms and conditions (other than interest rate and redemption premiums), taken as a whole, that are not materially less favorable
to Borrower as the terms and conditions customary at the time of the incurrence thereof for high-yield senior debt securities and (iii) is incurred by Borrower, a Guarantor, or any combination thereof; provided that both immediately
prior to, and after giving effect to the incurrence thereof and the application of the proceeds therefrom on a pro forma basis, (x) no Default shall exist or result therefrom and (y) Holdings will be in compliance with the covenants set
forth in Section 6.7; and provided, further, that a certificate of an Authorized Officer delivered to Administrative Agent at least ten days prior to the incurrence of such Indebtedness, together with a reasonably detailed
description of the material terms and conditions of such Indebtedness or drafts of the documentation relating thereto, stating that Holdings has determined in good faith that such terms and conditions satisfy the requirements of clause
(ii) above shall be conclusive evidence that such terms and conditions satisfy such requirements. 

  
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 “Permitted Senior Notes Agreement” means any agreement,
document or instrument evidencing or governing any Permitted Senior Notes, as it may be amended, restated, supplemented or modified from time to time. 
 “Permitted Subordinated Notes” means Indebtedness that (i) is subordinated to the Obligations on terms customary at the time of the incurrence thereof for high-yield subordinated
debt securities issued in a public offering, (ii) matures after, and does not require any scheduled amortization, or other scheduled prepayments, repurchases or redemptions of principal prior to, the Maturity Date (it being understood that such
Indebtedness may have mandatory prepayment, repurchase or redemptions provisions satisfying the requirement of clause (iii) below), (iii) has terms and conditions (other than interest rate and redemption premiums), taken as a whole, that
are not materially less favorable to Borrower as the terms and conditions customary at the time of the incurrence thereof for high-yield subordinated debt securities and (iv) is incurred by Borrower, a Guarantor, or any combination thereof;
provided that both immediately prior to, and after giving effect to the incurrence thereof and the application of the proceeds therefrom on a pro forma basis, (x) no Default shall exist or result therefrom and (y) Holdings will be
in compliance with the covenants set forth in Section 6.7; and provided, further, that a certificate of an Authorized Officer delivered to Administrative Agent at least ten days prior to the incurrence of such Indebtedness,
together with a reasonably detailed description of the material terms and conditions of such Indebtedness or drafts of the documentation relating thereto, stating that Holdings has determined in good faith that such terms and conditions satisfy the
requirements of clause (iii) above shall be conclusive evidence that such terms and conditions satisfy such requirements. 
 “Permitted Subordinated Notes Agreement” means any agreement, document or instrument evidencing or governing any Permitted Subordinated Notes, as it may be amended, restated, supplemented
or modified from time to time. 
 “Permitted Unsecured Notes” means the Permitted Senior Notes
and the Permitted Subordinated Notes. 
 “Permitted Unsecured Notes Agreement” means any
Permitted Senior Notes Agreement or Permitted Subordinated Notes Agreement. 
 “Seller Note”
means the Promissory Note, dated as of February 22, 2008, made by Parent and payable to the order of Boise Cascade, L.L.C., a Delaware limited liability company, or its registered assigns or transferees (as applicable), in the initial principal
amount of $41,000,000, together with any promissory notes issued in exchange for, or in replacement of, the original promissory note (or notes issued in exchange for or replacement of such note). 

  
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 B. Section 1.1 of the Credit Agreement is amended by deleting clause
(iv) of the definition of “Change of Control” and inserting the following new clause (iv) in lieu thereof: 
 “(iv) any “change of control” or similar event under the First Lien Credit Agreement or any Permitted Unsecured Notes Agreement shall occur.” 

C. Section 1.1 of the Credit Agreement is amended by making the following changes to the definition of “Consolidated
Adjusted EBITDA”: (i) deleting the existing clause (i)(o) appearing therein and inserting the following new clause (i)(o) in lieu thereof: “any losses arising from or attributable to the extinguishment, retirement, prepayment or
modification, or acquisition by Holdings or any of its Subsidiaries, of any Indebtedness of Holdings or any of its Subsidiaries,”; and (ii) deleting the existing clause (ii)(b) appearing therein and inserting the following new clause
(ii)(b) in lieu thereof: “any income arising from or attributable to the extinguishment, retirement, prepayment or modification, or acquisition by Holdings or any of its Subsidiaries, of any Indebtedness of Holdings or any of its
Subsidiaries,”. 
 D. Section 1.1 of the Credit Agreement is amended by deleting clause (v) of the
definition of “Restricted Junior Payment” and inserting the following new clause (v) in lieu thereof: 
 “(v) any payment or prepayment of principal of, premium, if any, or interest on, or redemption, purchase, retirement, defeasance (including in-substance or legal defeasance), sinking fund or similar
payment with respect to, any Permitted Senior Notes or any Subordinated Indebtedness.” 
 E. Section 1.1 of the
Credit Agreement is amended by amending and restating the definition of “Subordinated Indebtedness” as follows: 
 “Subordinated Indebtedness” means Indebtedness permitted under Section 6.1(n) and Indebtedness pursuant to any Permitted Subordinated Notes. 

F. Section 1.2 of the Credit Agreement is amended by adding the following sentence to the end thereof: 

“Notwithstanding any other provision contained herein, all accounting terms used herein shall be construed, and all
computations of amounts and ratios referred to herein (including computations of Consolidated Total Debt) shall be made, without giving effect to any election under Statement of Financial Accounting Standards 159, The Fair Value Option for
Financial Assets and Financial Liabilities, or any successor thereto (including pursuant to the Accounting Standards Codification), to value any Indebtedness of Holdings or any of its Subsidiaries at “fair value”, as defined
therein.” 
  

	1.2	Amendments to Section 2.7. 

 A. Section 2.7(b) of the Credit Agreement is amended by adding the words “(and any cancellations of Loans pursuant to Section 10.6(j))” immediately after the phrase “in
respect of the principal amount of the Loans” appearing in the third sentence thereof. 

  
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	1.3	Amendments to Section 2.14. 

 A. Section 2.14(d) of the Credit Agreement is amended by adding the following sentence to the end thereof: 

“Notwithstanding the foregoing sentence, subject to Section 2.15(b), in the event that there shall be
Consolidated Excess Cash Flow for the Fiscal Year ending December 31, 2009, Borrower shall, no later than ninety-five days after the end of such Fiscal Year (and in lieu of any payment otherwise required under the foregoing sentence with
respect to such Fiscal Year), prepay the Loans as set forth in Section 2.15(b) in an aggregate amount equal to (i) 50% of such Consolidated Excess Cash Flow minus (ii) voluntary prepayments of the Loans and voluntary repayments
of the Loans (as defined in the First Lien Credit Agreement) made from operating cash flow (excluding repayments of Revolving Loans or Swing Line Loans (each as defined in the First Lien Credit Agreement) except to the extent the Revolving
Commitments (as defined in the First Lien Credit Agreement) are permanently reduced in connection with such repayments) minus (iii) the amount of Term Loans (as defined in the First Lien Credit Agreement) prepaid pursuant to
Section 2.14(g) of the First Lien Credit Agreement.” 
  

	1.4	Amendments to Section 6.1. 

 A. Section 6.1(m) of the Credit Agreement is amended and restated as follows: 
 “(m) Permitted Unsecured Notes;” 
  

	1.5	Amendments to Section 6.3. 

 A. Section 6.3(i) of the Credit Agreement is amended by deleting the word “and” at the end thereof and replacing it with a comma. 

B. Section 6.3 of the Credit Agreement is amended by adding the following new clause (j) after clause (i) appearing
therein: 
 “(j) any restrictions appearing in Permitted Unsecured Notes Agreements as in effect on the date
of incurrence of the related Permitted Unsecured Notes and”. 
 C. Section 6.3 of the Credit Agreement is
amended by renumbering the existing clause (j) appearing therein as clause (k), and deleting the phrase “clauses (a) through (i)” appearing in such clause and inserting the phrase “clauses (a) through (j)” in lieu
thereof. 
  

	1.6	Amendments to Section 6.4. 

 A. Section 6.4(h) of the Credit Agreement is amended by deleting the word “and” at the end thereof. 
 B. Section 6.4(i) of the Credit Agreement is amended by deleting the period at the end thereof and replacing it with a semicolon. 

  
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 C. Section 6.4 of the Credit Agreement is amended by adding the following as new
clauses (j), (k), (l), (m), (n) and (o) thereof: 
 “(j) any Credit Party may make regularly
scheduled payments of interest and principal, and, to the extent, if any, constituting Restricted Junior Payments, payments of fees, expenses, and any other amount (other than interest and principal), in each case in respect of Permitted Unsecured
Notes or any guaranty thereof;” 
 “(k) Borrower or any of its Subsidiaries may make Restricted Junior
Payments to Holdings, the proceeds of which will be used by Holdings solely for distributions to Parent to repay, prepay or repurchase the Seller Note, in whole or in part, so long as Parent applies the amount of any such Restricted Junior Payment
for such purpose promptly after receipt thereof;” 
 “(l) Intentionally Omitted;” 

“(m) Intentionally Omitted;” 

“(n) any Credit Party may (i) make Restricted Junior Payments in the form of repayment, prepayment, redemption
or repurchase of Indebtedness outstanding under any Permitted Unsecured Notes; provided that at the time of the making thereof, (y) no Event of Default shall have occurred and be continuing and (z) the aggregate amount of each
Restricted Junior Payment made in reliance on this clause (n) shall not exceed the Permitted Junior Payment Amount at such time; and (ii) make payments of accrued interest and premium on Indebtedness outstanding under any Permitted
Unsecured Notes arising from any Restricted Junior Payment made in reliance on subclause (i) above; and” 
 “(o) any Credit Party may (i) make Restricted Junior Payments in the form of repayment, prepayment, redemption or repurchase of Indebtedness outstanding under any Permitted Unsecured Notes;
provided that at the time of the making thereof, (A) no Event of Default shall have occurred and be continuing and (B) the aggregate amount of each Restricted Junior Payment made in reliance on this clause (o) shall not exceed
the amount, if any, by which the aggregate proceeds (net of underwriting discounts and commissions) of the issuance of the Permitted Unsecured Notes on the First Amendment Effective Date exceeds the sum of (x) the aggregate amount of
repurchases by Borrower on the First Amendment Effective Date of Loans (and make payments of accrued interest and premium thereon arising therefrom) as and to the extent contemplated by Section II of the First Amendment and (y) the Expected
Seller Note Repayment; and (ii) make payments of accrued interest and premium on Indebtedness outstanding under any Permitted Unsecured Notes arising from any Restricted Junior Payment made in reliance on subclause (i) above.”

  

	1.7	Amendments to Section 6.5. 

 A. Section 6.5(ix) of the Credit Agreement is amended by deleting the word “and” at the end thereof and replacing it with a comma. 

  
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 B. Section 6.5 of the Credit Agreement is amended by adding the following new
clause (x) after clause (ix) appearing therein: 
 “(x) any restrictions appearing in Permitted
Unsecured Notes Agreements as in effect on the date of incurrence of the related Permitted Unsecured Notes”. 
 C.
Section 6.5 of the Credit Agreement is amended by renumbering the existing clause (x) appearing therein as clause (xi), and deleting the phrase “clauses (i) through (ix)” appearing in such clause and inserting the phrase
“clauses (i) through (x)” in lieu thereof. 
  

	1.8	Amendments to Section 6.6. 

 A. Section 6.6(p) of the Credit Agreement is amended by deleting the word “and” at the end thereof. 
 B. Section 6.6 of the Credit Agreement is amended by adding the following new clause (q) after clause (p) appearing therein: 

“(q) Investments in the form of acquisition by Holdings or any of its Subsidiaries of the Seller Note, or any portion
thereof; and” 
 C. Section 6.6 of the Credit Agreement is amended by renumbering the existing clause
(q) appearing therein as clause (r), and deleting the phrase “clause (q)” appearing in such clause and inserting the phrase “clause (r)” in lieu thereof. 

 

	1.9	Amendments to Section 6.7. 

 A. Section 6.7(b) of the Credit Agreement is amended by deleting the last six lines of the table set forth therein and inserting the following in lieu thereof: 

 

			
	 “December 31, 2009, and
thereafter                    
	  	5.00:1.00”

  

	1.10	Amendments to Section 6.11. 

 A. Section 6.11(f) of the Credit Agreement is amended by deleting the word “and” at the end thereof. 
 B. Section 6.11(g) of the Credit Agreement is amended by deleting the period at the end thereof and replacing it with “; and”. 

C. Section 6.11 of the Credit Agreement is amended by adding the following as new clause (h) thereof: 

“(h) Holdings or any of its Subsidiaries may acquire the Seller Note, or any portion thereof.” 

  
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	1.11	Amendments to Section 6.13. 

 A. Section 6.13(a)(i) of the Credit Agreement is amended by inserting the words “, the Permitted Unsecured Notes Agreements” after the words “the other Credit Documents”
appearing therein. 
 B. Section 6.13(a)(iii)(B) of the Credit Agreement is amended by inserting the words “and
the Permitted Unsecured Notes Agreements” after the words “the Related Agreements” appearing therein. 
  

	1.12	Amendments to Section 9.5. 

 A. Section 9.5 of the Credit Agreement is hereby amended by adding the following new clause (c) to the end thereof: 

“(c) Each Lender acknowledges that the Borrower is an Eligible Assignee hereunder and may purchase Loans hereunder
from Lenders from time to time, subject to the restrictions set forth in this Agreement. Each Lender acknowledges that in connection with Permitted Purchases, the Borrower currently may have, and later may come into possession of, information
regarding the Loans or the Credit Parties hereunder that may be material and may not be available to it (“Excluded Information”). Each Lender further acknowledges that the Excluded Information may not be available to Administrative
Agent or the other Lenders hereunder.” 
  

	1.13	Amendments to Section 10.6. 

 A. Section 10.6 of the Credit Agreement is hereby amended by adding the following new clause (j) at the end thereof: 

“(j)(i) Notwithstanding anything to the contrary in paragraphs (b), (c), (d), (e) and (f) of this Section
or in the definition of “Assignment Agreement” and “Eligible Assignee”, each Lender shall have the right at any time to sell, assign or transfer all or a portion of its rights and obligations under and in respect of any Loan to
Borrower; provided that (i) each such assignment and transfer shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any Loan, and (ii) no Default or Event of Default shall have
occurred and be continuing. On the Assignment Effective Date with respect to each Permitted Purchase, Borrower shall be deemed to have represented and warranted that the condition specified in clause (ii) above has been satisfied (it being
agreed that the assignor Lender in respect of such Permitted Purchase and each Agent shall be entitled to rely, and shall not incur any liability for relying, upon the foregoing representation and warranty of Borrower). Any such assignment may be
effected pursuant to an Assignment Agreement (with such revisions as may be necessary or appropriate to conform to the terms of this Section 10.6(j), which necessary or appropriate revisions shall be deemed approved by Administrative Agent) or
such other documentation as may be acceptable to the assignor Lender and Borrower. Accrued interest on the assigned Loans shall be payable on the applicable Assignment Effective Date in accordance with Section 2.16. 

  
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 (ii) Notwithstanding anything herein or in the other Credit Documents to the
contrary, (A) on the Assignment Effective Date with respect to any Permitted Purchase, all the Loans that shall have been sold, assigned or transferred to Borrower pursuant thereto shall automatically (and without any further action on the part
of any Person) be deemed forgiven by Borrower and be deemed satisfied, cancelled and no longer outstanding (and may not be resold by Borrower) for all purposes of this Agreement and all of the other Credit Documents and (B) Borrower shall be
deemed not to have acquired pursuant thereto any rights or obligations of a Lender, or to be a Lender, under this Agreement or any of the other Credit Documents. 

(iii) Notwithstanding anything herein or in the other Credit Documents to the contrary, (A) no sale, assignment or
transfer of rights and obligations under or in respect of any Loan pursuant to any Permitted Purchase shall be deemed to be a payment or prepayment of such Loan pursuant to, or for purposes of, Sections 2.13, 2.14, 2.15, 2.16 and 2.17 (and, for the
avoidance of doubt, no Permitted Purchase, or any payment in respect thereof or any forgiveness, satisfaction or cancellation resulting therefrom, shall give rise to (x) any payment of premium pursuant to Sections 2.13(b) and 2.13(c) or
(y) any payment pursuant to Section 2.17) and (B) Borrower shall be deemed to have made no representation or warranty pursuant to paragraph (e) of this Section. 

(iv) Borrower agrees that it shall not enter into any arrangement with any Person pursuant to which such Person shall
purchase and assume any Loan from any Lender and subsequently sell, assign or transfer such Loan to Borrower in a Permitted Purchase, in each case unless such Person, or Borrower, shall have disclosed to such Lender, prior to the earlier of
(A) the time as of which such Lender shall have become irrevocably obligated to sell, assign or transfer such Loan to such Person or (B) the Assignment Effective Date with respect to such sale, assignment or transfer, that such Person is
purchasing and assuming such Loan with the intent of subsequently selling, assigning or transferring such Loan to Borrower. 
 (v) Together with each delivery of a Compliance Certificate pursuant to Section 5.1(d), Holdings will deliver to Administrative Agent, for the benefit of the Lenders, a schedule of all Permitted
Purchases consummated by Borrower during the most recent fiscal quarter (in the case of any Compliance Certificate accompanying financial statements delivered pursuant to Section 5.1(b)) or the most recent fiscal year (in the case of any
Compliance Certificate accompanying financial statements delivered pursuant to Section 5.1(c)) (it being agreed that such schedule shall be delivered as part of, and shall constitute a part of, such Compliance Certificate). 

 

	1.14	Consent. 

 A.
Each Lender hereby consents to the amendment of the First Lien Credit Agreement in substantially the form of Annex I hereto. 

  
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 SECTION II. CERTAIN ASSIGNMENTS 

A. Certain Assignments. On the First Amendment Effective Date, (i) each Lender whose name appears on Exhibit II hereto (each,
a “Selling Lender”) shall be deemed to have sold, assigned and transferred all of its rights and obligations under and in respect to its Loans in an aggregate principal amount set forth next to its name on Exhibit II hereto, and
Borrower shall be deemed to have assumed and purchased, from each Selling Lender, all such rights and obligations, in each case for a purchase price (expressed as a percentage of the par amount of each such Loan) equal to 113.0%, and
(ii) Borrower shall pay to Arranger, for the account of each Selling Lender, the aggregate amount due to such Selling Lender pursuant to clause (i) above. All such payments by Borrower shall be made in Dollars in same day funds, without
defense, setoff or counterclaim, and shall be made to an account specified by Arranger for such purpose. 
 B. Effectiveness
and Recordation. Each sale, assignment, transfer, assumption and purchase referred to in paragraph A of this Section shall constitute a Permitted Purchase for all purposes of the Credit Agreement (including Section 10.6(j) thereof), and
shall be recorded by Administrative Agent in the Register on the Amendment Effective Date (and the Amendment Effective Date shall be deemed to be the “Assignment Effective Date” with respect to each such Permitted Purchase). 

C. No Assignment Agreement; No Fees. Notwithstanding anything to the contrary in the Credit Agreement, as amended by this
Amendment, no Assignment Agreement shall be required to be executed or delivered, and no registration and processing fee referred to in Section 10.6(d) of the Credit Agreement shall be required to be paid, by any Selling Lender or Borrower in
connection with any Permitted Purchase consummated pursuant to paragraph A of this Section. 
 SECTION III. AMENDMENTS TO CREDIT AGREEMENT
RELATING TO AGENT REPLACEMENT; CONSENT 
 Subject to the occurrence of the Agent Replacement Effective Date (as defined
below): 
  

	3.1	Amendments to Section 1. 

 A. Section 1.1 of the Credit Agreement is amended by deleting the definition of “LCPI” in its entirety. 

 

	3.2	Amendments to Certain Terms. 

 A. The Credit Agreement is further amended by deleting each instance of the words “Lehman Commercial Paper Inc.” and “LCPI” and inserting the words “Barclays Bank PLC”
in lieu thererof. 

  
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	3.3	Consent. 

 A.
Each Lender hereby consents to the resignation of LCPI as Administrative Agent and as Collateral Agent, and effective upon the Agent Replacement Effective Date appoints Barclays as successor Administrative Agent and successor Collateral Agent.
The requirement contained in Section 9.7 of the Credit Agreement that the current Administrative Agent or Collateral Agent provide prior notice to the Lenders of such resignation is hereby waived. Barclays, as successor Administrative Agent,
will notify the Lenders upon the occurrence of the Agent Replacement Effective Date. 
 SECTION IV. CONDITIONS TO EFFECTIVENESS OF AMENDMENT
AGREEMENT 
 This Amendment shall become effective (except as provided in Sections V and VI below) as of the date hereof only
upon the satisfaction of the following condition precedent (the date of satisfaction of such condition being referred to herein as the “Amendment Agreement Effective Date”): 

A. Execution. Arranger (or its counsel) shall have received (i) a counterpart signature page of this Amendment duly executed
by each of the Credit Parties, and (ii) a counterpart signature page of the Lender Consent Letter duly executed by Requisite Lenders and each Selling Lender, (iii) a counterpart signature page of this Amendment duly executed by
Administrative Agent, (iv) a counterpart signature page of this Amendment duly executed by Collateral Agent, and (v) a counterpart signature page of this Amendment duly executed by Arranger. 

SECTION V. CONDITIONS TO EFFECTIVENESS OF AMENDMENTS 
 The amendments, consents, waivers and assignments set forth in Sections I and II of this Amendment shall become effective as of the date hereof only upon the satisfaction of all of the following
conditions precedent on or prior to December 15, 2009 (the date of satisfaction of such conditions being referred to herein as the “First Amendment Effective Date”): 

A. Amendment Agreement. The Amendment Agreement Effective Date shall have occurred. 

B. First Lien Credit Agreement Amendment. The First Lien Credit Agreement Amendment shall have become effective, and the
“First Amendment Effective Date” (as defined therein) shall have occurred, and Borrower shall have delivered to Arranger a certificate of a Financial Officer to that effect. 

C. Permitted Unsecured Notes Issuance. Borrower shall have received an aggregate amount of proceeds (net of underwriting discounts
and commissions) from the issuance of the Permitted Unsecured Notes that is no less than (a) the aggregate amount of Loans that is contemplated to be repurchased by Borrower pursuant to Section II hereof, plus (b) the Expected
Seller Note Repayment, minus (c) $75,000,000. 
 SECTION VI. CONDITIONS TO EFFECTIVENESS OF AGENT REPLACEMENT 

The amendments, consents, waivers and assignments set forth in Section III of this Amendment shall become effective as of the effective
date of the Agent Replacement Agreement referred to below only upon the satisfaction of all of the following conditions precedent (the date 

  
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of satisfaction of such conditions being referred to herein as the “Agent Replacement Effective Date”); provided that the consent in Section 3.3 (regarding Lender
consent to replacement of the Administrative Agent and the Collateral Agent) shall become effective on the Amendment Agreement Effective Date: 
 A. Amendment Agreement. The Amendment Agreement Effective Date shall have occurred, and Arranger (or its counsel) shall have received a counterpart signature page of this Amendment duly
executed by Barclays. 
 B. Agent Replacement Agreement. Administrative Agent, Collateral Agent, Barclays, and
Borrower shall have entered into an agreement acceptable to each of them in their sole discretion effecting the resignation of LCPI as Administrative Agent and Collateral Agent, the acceptance by Barclays of appointment as successor Administrative
Agent and Collateral Agent, the approval thereof by Borrower in accordance with the Credit Agreement, and such other terms related thereto as such parties shall agree. 
 SECTION VII. REPRESENTATIONS AND WARRANTIES 
 In order to induce Lenders to
enter into this Amendment and to amend the Credit Agreement in the manner provided herein, each Credit Party represents and warrants as of the date hereof to each Lender that the following statements are true and correct: 

A. Due Authorization; Valid Agreement. The execution, delivery and performance of this Amendment have been duly authorized by all
necessary action on the part of each Credit Party. This Amendment has been duly executed and delivered by each Credit Party and constitutes a legal, valid and binding obligation of such Credit Party, enforceable against such Credit Party in
accordance with its respective terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or limiting creditors’ rights generally or by equitable principles relating to enforceability,
regardless of whether considered in a proceeding in equity or at law. 
 B. Incorporation of Representations and Warranties
from Credit Agreement. The representations and warranties contained herein and in the other Credit Documents will be true and correct in all material respects (except that any representation or warranty that is qualified as to materiality or
Material Adverse Effect will be true and correct in all respects) on and as of the First Amendment Effective Date to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate
to an earlier date, in which case such representations and warranties are true and correct in all material respects (except that any representation or warranty that is qualified as to materiality or Material Adverse Effect are true and correct in
all respects) on and as of such earlier date. 
 C. Absence of Default. No event has occurred and is continuing or will
result from the consummation of the transactions contemplated by this Amendment that would constitute an Event of Default or a Default. 

  
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 SECTION VIII. ACKNOWLEDGMENT AND CONSENT 

Each Guarantor hereby acknowledges that it has reviewed the terms and provisions of the Credit Agreement and this Amendment and consents
to the amendment of the Credit Agreement effected pursuant to this Amendment. Each Guarantor hereby confirms that each Credit Document to which it is a party or otherwise bound and all Collateral encumbered thereby will continue to guarantee or
secure, as the case may be, to the fullest extent possible in accordance with the Credit Documents the payment and performance of all “Obligations” under each of the Credit Documents to which it is a party (in each case as such terms are
defined in the applicable Credit Document). 
 Each Guarantor acknowledges and agrees that any of the Credit Documents to which
it is a party or otherwise bound shall continue in full force and effect and that all of its obligations thereunder shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of this Amendment. Each
Guarantor acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Amendment, such Guarantor is not required by the terms of the Credit Agreement or any other Credit Document to consent to the
amendments to the Credit Agreement effected pursuant to this Amendment and (ii) nothing in the Credit Agreement, this Amendment or any other Credit Document shall be deemed to require the consent of such Guarantor to any future amendments to
the Credit Agreement. 
 SECTION IX. MISCELLANEOUS 
 A. Reference to and Effect on the Credit Agreement and the Other Credit Documents. 
 (i) On and after the First Amendment Effective Date, each reference in the Credit Agreement to “this Amendment”, “hereunder”, “hereof”, “herein” or words of like
import referring to the Credit Agreement, and each reference in the other Credit Documents to the “Credit Agreement”, “thereunder”, “thereof” or words of like import referring to the Credit Agreement shall mean and be a
reference to the Credit Agreement as amended by this Amendment. 
 (ii) Except as specifically amended by this
Amendment, the Credit Agreement and the other Credit Documents shall remain in full force and effect and are hereby ratified and confirmed. 
 (iii) The execution, delivery and performance of this Amendment shall not constitute a waiver of any provision of, or operate as a waiver of any right, power or remedy of any Agent or Lender under, the
Credit Agreement or any of the other Credit Documents. 
 B. Headings. Section and Subsection headings in this
Amendment are included herein for convenience of reference only and shall not constitute a part of this Amendment for any other purpose or be given any substantive effect. 

  
 13 









 C. Applicable Law. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES
HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS (WITHOUT REGARD TO CHOICE OF LAW RULES, OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW) OF THE STATE OF
NEW YORK. 
 D. Exculpation. Arranger, in connection with the execution, delivery and performance of this
Amendment, shall have the benefit of all the exculpatory and similar protective provisions that are set forth in Section 9 of the Credit Agreement for the benefit of any Agent (as if Arranger were included in the definition of Agent), together
with the benefit of all acknowledgements, agreements and representations by the Lenders provided or made in connection therewith. 
 E. Counterparts. This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be
deemed an original, but all such counterparts together shall constitute but one and the same instrument; signature pages may be detached from multiple separate counterparts and attached to a single counterpart so that all signature pages are
physically attached to the same document. 
 [Remainder of this page intentionally left blank.] 

  
 14 









 IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed
and delivered by their respective officers thereunto duly authorized as of the date first written above. 
  

							
	BORROWER:	 		 	BOISE PAPER HOLDINGS, L.L.C.
				
		 		 	By:	 	 /s/ Robert M. McNutt

		 		 		 	Name:  Robert M. McNutt
		 		 		 	 Title:    Senior Vice President &
              Chief Financial Officer










							
	GUARANTORS:	 		 	BZ INTERMEDIATE HOLDINGS LLC
				
		 		 	By:	 	 /s/ Robert M. McNutt

		 		 		 	Name:  Robert M. McNutt
		 		 		 	 Title:    Senior Vice President &
              Chief Financial Officer

			
		 		 	 BOISE WHITE PAPER, L.L.C.

BOISE PACKAGING & NEWSPRINT, L.L.C.

BOISE CASCADE TRANSPORTATION HOLDINGS CORP.

BOISE WHITE PAPER SALES CORP.

BOISE WHITE PAPER HOLDINGS CORP.

INTERNATIONAL FALLS POWER COMPANY

MINNESOTA, DAKOTA & WESTERN RAILWAY COMPANY

BEMIS CORPORATION

B C T, INC

		 		 
		 		 
		 		 
		 		 
		 		 
		 		 
		 		 
		 		 
				
		 		 	By:	 	 /s/ Robert M. McNutt

		 		 		 	Name:  Robert M. McNutt
		 		 		 	 Title:    Senior Vice President &
              Chief Financial Officer










							
		 		 	LEHMAN COMMERCIAL PAPER INC.,
		 		 	as Administrative Agent and as Collateral Agent
				
		 		 	By:	 	 /s/ Steve Shirreffs

		 		 		 	Name: Steve Shirreffs
		 		 		 	Authorized Signatory








 
			
	BARCLAYS BANK PLC,
		
	 By:
	 	  

		 	Authorized Signatory









 
			
	J.P. MORGAN SECURITIES INC.,
	as Arranger
		
	By:	 	 /s/ Mark H. Radin

		 	Name: Mark H. Radin
		 	Authorized Signatory









 Annex A 
 ACKNOWLEDGMENT AND CONSENT TO FIRST AMENDMENT 
 TO SECOND LIEN CREDIT AND GUARANTY
AGREEMENT 
  

	To:	Lehman Commercial Paper Inc., as Administrative Agent 


	    	under the Second Lien Credit and Guaranty Agreement referred to below 

 Ladies and Gentlemen: 
 Reference is made to that certain SECOND LIEN CREDIT
AND GUARANTY AGREEMENT dated as of February 22, 2008 (as amended through the date hereof, the “Credit Agreement”), by and among BOISE PAPER HOLDINGS, L.L.C., a Delaware limited liability company
(“Borrower”), the GUARANTORS party thereto, the LENDERS from time to time party thereto, LEHMAN COMMERCIAL PAPER INC. (“LCPI”), as Administrative Agent (“Administrative Agent”)
and as Collateral Agent (“Collateral Agent”), GOLDMAN SACHS CREDIT PARTNERS L.P., as Syndication Agent, and LEHMAN BROTHERS INC., as Co-Documentation Agents. 

Borrower has requested certain amendments to the Credit Agreement on the terms and conditions described in the First Amendment to Second
Lien Credit and Guaranty Agreement to which this Lender Consent Letter is attached as Annex A (the “Amendment”). 
 Pursuant to Section 10.5 of the Credit Agreement, the undersigned Lender hereby agrees and consents to all of the terms and conditions of the Amendment (including the Lender consents and waivers set
forth in Sections 1.14 and 3.3 thereof and, in the case of each Selling Lender, the sales, assignments and transfers set forth in Section II) and authorizes the Administrative Agent to execute the Amendment on behalf of such Lender. 

Very truly yours, 







 Exhibit I 
 Form of Amendment to First Lien Credit Agreement 







 FIRST AMENDMENT 

TO CREDIT AND GUARANTY AGREEMENT 
 THIS FIRST AMENDMENT TO CREDIT AND GUARANTY AGREEMENT (this “Amendment”) is dated as of October 13, 2009 and is entered into by and among BOISE PAPER HOLDINGS, L.L.C.,
a Delaware limited liability company (“Borrower”), GOLDMAN SACHS CREDIT PARTNERS L.P. (“GSCP”), as Administrative Agent (“Administrative Agent”) and as Collateral Agent (“Collateral
Agent”), the GUARANTORS listed on the signature pages hereto, and J.P. MORGAN SECURITIES INC. (“Arranger”), and is made with reference to that certain CREDIT AND GUARANTY AGREEMENT dated as of
February 22, 2008 (as amended through the date hereof, the “Credit Agreement”), by and among Borrower, Guarantors, the Lenders from time to time party thereto, GSCP, as Administrative Agent and as Collateral Agent, TORONTO
DOMINION (TEXAS) LLC, as Syndication Agent, and BANK OF AMERICA, N.A. and COBANK, ACB, as Co-Documentation Agents. Capitalized terms used herein without definition shall have the same meanings herein as set forth in the Credit
Agreement after giving effect to this Amendment. 
 RECITALS 

WHEREAS, Credit Parties have requested that Requisite Lenders agree to amend certain provisions of the Credit Agreement as
provided for herein; and 
 WHEREAS, the Lenders signatory to an acknowledgement and consent in the form attached hereto
as Annex A (a “Lender Consent Letter”) and the signatories hereto have consented pursuant to Section 10.5 of the Credit Agreement to this Amendment, and have authorized the Administrative Agent to execute this Amendment on
their behalf, on the terms and subject to the conditions set forth herein. 
 NOW, THEREFORE, in consideration of the
premises and the agreements, provisions and covenants herein contained, the parties hereto agree as follows: 
 SECTION I. AMENDMENTS TO
CREDIT AGREEMENT; CONSENT 
 Subject to the occurrence of the First Amendment Effective Date (as defined below): 

 

	1.1	Amendments to Section 1. 

 A. Section 1.1 of the Credit Agreement is amended by adding the following definitions in proper alphabetical sequence: 

“Consolidated First Lien Secured Debt” means, as of any date of determination, (a) the sum of
(i) the aggregate stated balance sheet amount of all Indebtedness of Holdings and its Subsidiaries that is secured by a Lien on any asset of Holdings or any of its Subsidiaries (other than any such Indebtedness permitted by
Section 6.1(c)), determined on a consolidated basis in accordance with GAAP, and (ii) that portion of obligations with respect to Capital Leases that is classified as a capitalized 







 
liability on the balance sheet of Holdings and its Subsidiaries as of such date, determined in accordance with GAAP, minus (b) the lesser of (i) the aggregate amount of cash and
Cash Equivalents (in each case, free and clear of all Liens, other than nonconsensual Liens permitted by Section 6.2), included in the consolidated balance sheet of Holdings and its Subsidiaries as of such date and (ii) $35,000,000.

 “Expected Seller Note Repayment” means $52,000,000. 

“First Amendment” means the First Amendment to Credit and Guaranty Agreement, dated as of
October 13, 2009, among Borrower, Guarantors, Lenders party thereto, Collateral Agent, and the other parties thereto. 
 “First Amendment Effective Date” as defined in the First Amendment. 
 “First Lien Secured Leverage Ratio” means the ratio as of the last day of any Fiscal Quarter of (i) Consolidated First Lien Secured Debt as of such day to (ii) Consolidated
Adjusted EBITDA for the four-Fiscal Quarter period ending on such date. 
 “Permitted Junior Payment
Amount” means, as of any date: 
 (a) the sum, for all such Fiscal Years commencing with the Fiscal
Year ending on December 31, 2009, of the portion of Consolidated Excess Cash Flow for any Fiscal Year for which the financial statements required by Section 5.1(c) and the related Compliance Certificate required by Section 5.1(d)
shall have been delivered on or prior to such date that Borrower is not required to apply to prepay the Loans pursuant to Section 2.14(d); minus 
 (b) the aggregate principal amount of Term Loans prepaid pursuant to Section 2.14(g); minus 
 (c) the amount, if any, by which the sum of (i) the aggregate amount of Restricted Junior Payments made by Borrower in reliance on Section 6.4(l) and (ii) the Expected Seller Note
Repayment, exceeds the aggregate proceeds (net of underwriting discounts and commissions) of the issuance of the Permitted Unsecured Notes on the First Amendment Effective Date; minus 

(d) the portion of the Permitted Junior Payment Amount previously utilized pursuant to Sections 6.4(m) and 6.4(n).

 “Permitted Senior Notes” means Indebtedness in an aggregate principal amount not to exceed at
the time of incurrence thereof (i) $300,000,000 plus (ii) the Permitted Unsecured Notes Amount at such time minus (iii) the aggregate principal amount of Permitted Unsecured Notes outstanding at such time, that
(A) matures after, and does not require any scheduled amortization, or other scheduled prepayments, repurchases or redemptions, of principal prior to, the Tranche B Term Loan Maturity Date (it being understood that such Indebtedness may have
mandatory prepayment, repurchase or redemptions provisions satisfying the requirement of clause (B) below), (B) has terms and conditions (other than interest rate and redemption premiums), taken as a whole, that








 
are not materially less favorable to Borrower as the terms and conditions customary at the time of the incurrence thereof for high-yield senior debt securities and (C) is incurred by
Borrower, a Guarantor, or any combination thereof; provided that both immediately prior to, and after giving effect to the incurrence thereof and the application of the proceeds therefrom on a pro forma basis, (x) no Default shall exist
or result therefrom and (y) Holdings will be in compliance with the covenants set forth in Section 6.7; and provided, further, that a certificate of an Authorized Officer delivered to Administrative Agent at least ten days
prior to the incurrence of such Indebtedness, together with a reasonably detailed description of the material terms and conditions of such Indebtedness or drafts of the documentation relating thereto, stating that Holdings has determined in good
faith that such terms and conditions satisfy the requirements of clause (B) above shall be conclusive evidence that such terms and conditions satisfy such requirements. 

“Permitted Senior Notes Agreement” means any agreement, document or instrument evidencing or governing
any Permitted Senior Notes, as it may be amended, restated, supplemented or modified from time to time. 

“Permitted Subordinated Notes” means Indebtedness in an aggregate principal amount not to exceed at the
time of incurrence thereof (i) the Permitted Unsecured Notes Amount at such time minus (ii) the aggregate principal amount of Permitted Unsecured Notes outstanding at such time, that (A) is subordinated to the Obligations on
terms customary at the time of the incurrence thereof for high-yield subordinated debt securities issued in a public offering, (B) matures after, and does not require any scheduled amortization, or other scheduled prepayments, repurchases or
redemptions of principal prior to, the Tranche B Term Loan Maturity Date (it being understood that such Indebtedness may have mandatory prepayment, repurchase or redemptions provisions satisfying the requirement of clause (C) below),
(C) has terms and conditions (other than interest rate and redemption premiums), taken as a whole, that are not materially less favorable to Borrower as the terms and conditions customary at the time of the incurrence thereof for high-yield
subordinated debt securities and (D) is incurred by Borrower, a Guarantor, or any combination thereof; provided that both immediately prior to, and after giving effect to the incurrence thereof and the application of the proceeds
therefrom on a pro forma basis, (x) no Default shall exist or result therefrom and (y) Holdings will be in compliance with the covenants set forth in Section 6.7; and provided, further, that a certificate of an
Authorized Officer delivered to Administrative Agent at least ten days prior to the incurrence of such Indebtedness, together with a reasonably detailed description of the material terms and conditions of such Indebtedness or drafts of the
documentation relating thereto, stating that Holdings has determined in good faith that such terms and conditions satisfy the requirements of clause (C) above shall be conclusive evidence that such terms and conditions satisfy such
requirements. 
 “Permitted Subordinated Notes Agreement” means any agreement, document or
instrument evidencing or governing any Permitted Subordinated Notes, as it may be amended, restated, supplemented or modified from time to time. 
 “Permitted Unsecured Notes” means the Permitted Senior Notes and the Permitted Subordinated Notes. 







 “Permitted Unsecured Notes Agreement” means any Permitted
Senior Notes Agreement or Permitted Subordinated Notes Agreement. 
 “Permitted Unsecured Notes
Amount” means, with respect to incurrence of any Permitted Unsecured Notes, such principal amount of Permitted Unsecured Notes as, as of the date of incurrence thereof and after giving effect thereto, and the application of proceeds
thereof, on a pro forma basis (but excluding, for purposes of determining Consolidated Total Debt, (i) any increase in the amount of cash and Cash Equivalents resulting from the proceeds thereof and (ii) any Permitted Unsecured Notes
outstanding at that time), would not cause the Leverage Ratio as of the last day of the Fiscal Quarter most recently ended on or prior to such date to exceed 4.25 to 1.00. 

“Second Lien Credit Agreement Amendment” as defined in the First Amendment. 

“Seller Note” means the Promissory Note, dated as of February 22, 2008, made by Parent and payable
to the order of Boise Cascade, L.L.C., a Delaware limited liability company, or its registered assigns or transferees (as applicable), in the initial principal amount of $41,000,000, together with any promissory notes issued in exchange for, or in
replacement of, the original promissory note (or notes issued in exchange for or replacement of such note). 
 B.
Section 1.1 of the Credit Agreement is amended by deleting clause (iv) of the definition of “Change of Control” and inserting the following new clause (iv) in lieu thereof: 

“(iv) any “change of control” or similar event under the Second Lien Credit Agreement or any Permitted
Unsecured Notes Agreement shall occur.” 
 C. Section 1.1 of the Credit Agreement is amended by making the
following changes to the definition of “Consolidated Adjusted EBITDA”: (i) deleting the existing clause (i)(o) appearing therein and inserting the following new clause (i)(o) in lieu thereof: “any losses arising from or
attributable to the extinguishment, retirement, prepayment or modification, or acquisition by Holdings or any of its Subsidiaries, of any Indebtedness of Holdings or any of its Subsidiaries,”; (ii) deleting the existing clause (ii)(b)
appearing therein and inserting the following new clause (ii)(b) in lieu thereof: “any income arising from or attributable to the extinguishment, retirement, prepayment or modification, or acquisition by Holdings or any of its Subsidiaries, of
any Indebtedness of Holdings or any of its Subsidiaries,”; (iii) deleting the words “For purposes of calculating the financial covenants in Sections 6.7(a) and 6.7(b),” appearing in the last sentence thereof and inserting the
words “For purposes of calculating the financial covenants in Sections 6.7(a), 6.7(b) and 6.7(e),” in lieu thereof; and (iv) inserting at the end thereof the following sentence: 

“For purposes only of calculating the Permitted Unsecured Notes Amount, Consolidated Adjusted EBITDA for any period
shall be reduced by the amount of credits described in Section 6426 of the Internal Revenue Code that would otherwise be included in Consolidated Adjusted EBITDA for such period (net of Taxes and other amounts in respect of such credits that
would otherwise reduce Consolidated Adjusted EBITDA for such period).” 







 D. Section 1.1 of the Credit Agreement is amended by deleting clause (v) of
the definition of “Restricted Junior Payment” and inserting the following new clause (v) in lieu thereof: 
 “(v) any payment or prepayment of principal of, premium, if any, or interest on, or redemption, purchase, retirement, defeasance (including in-substance or legal defeasance), sinking fund or similar
payment with respect to, the Second Lien Credit Agreement, any Permitted Senior Notes or any Subordinated Indebtedness.” 

E. Section 1.1 of the Credit Agreement is amended to insert at the end of the definition of “Second Lien Credit
Agreement” the words “; provided that no Permitted Unsecured Notes Agreement shall be deemed to constitute the Second Lien Credit Agreement”. 
 F. Section 1.1 of the Credit Agreement is amended by amending and restating the definition of “Subordinated Indebtedness” as follows: 

“Subordinated Indebtedness” means Indebtedness permitted under Section 6.1(n) and Indebtedness
pursuant to any Permitted Subordinated Notes. 
 G. Section 1.2 of the Credit Agreement is amended by adding the
following sentence to the end thereof: 
 “Notwithstanding any other provision contained herein, all
accounting terms used herein shall be construed, and all computations of amounts and ratios referred to herein (including computations of Consolidated First Lien Secured Debt and Consolidated Total Debt) shall be made, without giving effect to any
election under Statement of Financial Accounting Standards 159, The Fair Value Option for Financial Assets and Financial Liabilities, or any successor thereto (including pursuant to the Accounting Standards Codification), to value any
Indebtedness of Holdings or any of its Subsidiaries at “fair value”, as defined therein.” 
  

	1.2	Amendments to Section 2.14. 

 A. Section 2.14(d) of the Credit Agreement is amended by adding the following sentence to the end thereof: 

“Notwithstanding the foregoing sentence, subject to Section 2.15(c), in the event that there shall be
Consolidated Excess Cash Flow for the Fiscal Year ending December 31, 2009, Borrower shall, no later than ninety-five days after the end of such Fiscal Year (and in lieu of any payment otherwise required under the foregoing sentence with
respect to such Fiscal Year), prepay the Loans as set forth in Section 2.15(b) in an aggregate amount equal to (i) 50% of such Consolidated Excess Cash Flow minus (ii) voluntary prepayments of the Loans made from operating cash
flow (excluding repayments of Revolving Loans or Swing Line Loans except to the extent the Revolving Commitments are permanently reduced in connection with such repayments) minus (iii) the amount of Term Loans prepaid pursuant to
Section 2.14(g).” 







 B. Section 2.14 is hereby amended by inserting the following as new clause
(g) thereof: 
 “(g) First Amendment. Subject to Section 2.15(c), Borrower shall, on the
First Amendment Effective Date, prepay Term Loans in the amount of $75,000,000.” 
  

	1.3	Amendments to Section 6.1. 

 A. Section 6.1(c) of the Credit Agreement is amended by adding the following at the end thereof: 
 “(which amount shall be reduced by the aggregate principal amount of such Indebtedness repurchased by Borrower (including pursuant to the Second Lien Credit Agreement Amendment) and cancelled
pursuant to the terms thereof).” 
 B. Section 6.1(m) of the Credit Agreement is amended and restated as
follows: 
 “(m) Permitted Unsecured Notes;” 

 

	1.4	Amendments to Section 6.3. 

 A. Section 6.3(i) of the Credit Agreement is amended by deleting the word “and” at the end thereof and replacing it with a comma. 

B. Section 6.3 of the Credit Agreement is amended by adding the following new clause (j) after clause (i) appearing
therein: 
 “(j) any restrictions appearing in Permitted Unsecured Notes Agreements as in effect on the date
of incurrence of the related Permitted Unsecured Notes and”. 
 C. Section 6.3 of the Credit Agreement is
amended by renumbering the existing clause (j) appearing therein as clause (k), and deleting the phrase “clauses (a) through (i)” appearing in such clause and inserting the phrase “clauses (a) through (j)” in lieu
thereof. 
  

	1.5	Amendments to Section 6.4. 

 A. Section 6.4(a) of the Credit Agreement is amended and restated in its entirety as follows: 
 “(a) Borrower may (i) make regularly scheduled payments of principal and interest due in respect of Indebtedness incurred under the Second Lien Credit Agreement, (ii) make mandatory
prepayments of principal and interest due in respect of Indebtedness incurred under the Second Lien Credit Agreement that are required under the Second Lien Credit Agreement, but only to the extent permitted under Sections 2.15(b) and 2.15(c), and
(iii) to the extent, if any, constituting Restricted Junior Payments, make payments of fees, expenses and any other amount (other than interest and principal) due in respect of Indebtedness incurred under the Second Lien Credit Agreement;”








 B. Section 6.4(h) of the Credit Agreement is amended by deleting the word
“and” at the end thereof. 
 C. Section 6.4(i) of the Credit Agreement is amended by deleting the period
at the end thereof and replacing it with a semicolon. 
 D. Section 6.4 of the Credit Agreement is amended by adding
the following as new clauses (j), (k), (l), (m), (n) and (o) thereof: 
 “(j) any Credit Party may
make regularly scheduled payments of interest and principal, and, to the extent, if any, constituting Restricted Junior Payments, payments of fees, expenses, and any other amount (other than interest and principal), in each case in respect of
Permitted Unsecured Notes or any guaranty thereof;” 
 “(k) Borrower or any of its Subsidiaries may
make Restricted Junior Payments to Holdings, the proceeds of which will be used by Holdings solely for distributions to Parent to repay, prepay or repurchase the Seller Note, in whole or in part, so long as Parent applies the amount of any such
Restricted Junior Payment for such purpose promptly after receipt thereof;” 
 “(l) Borrower may
repurchase on the First Amendment Effective Date Indebtedness outstanding under the Second Lien Credit Agreement (and make payments of accrued interest and premium thereon arising therefrom) as and to the extent contemplated by Section II of the
Second Lien Credit Agreement Amendment; 
 “(m) Borrower may (i) make Restricted Junior Payments in the
form of repayment, prepayment, redemption or repurchase of Indebtedness outstanding under the Second Lien Credit Agreement; provided that (x) the aggregate amount of such Restricted Junior Payments shall not exceed $50,000,000,
(y) at the time of the making thereof, no Event of Default shall have occurred and be continuing and (z) at the time of the making thereof, the aggregate amount of each Restricted Junior Payment made in reliance on this clause (m)
shall not exceed the Permitted Junior Payment Amount at such time; and (ii) make payments of accrued interest and premium on Indebtedness outstanding under the Second Lien Credit Agreement arising from any Restricted Junior Payment made in
reliance on subclause (i) above; 
 “(n) any Credit Party may (i) make Restricted Junior Payments
in the form of repayment, prepayment, redemption or repurchase of Indebtedness outstanding under the Second Lien Credit Agreement or any Permitted Unsecured Notes; provided that (x) at the time of the making thereof, the aggregate amount
of each Restricted Junior Payment made in reliance on this clause (n) shall not exceed the Permitted Junior Payment Amount at such time, (y) at the time of the making thereof, no Event of Default shall have occurred and be continuing and
(z) the First Lien Secured Leverage Ratio, calculated as of the last day of the Fiscal Quarter most recently ended prior to the time of the making of each Restricted Junior Payment made in reliance on this clause (n), shall








 
not exceed 2.0 to 1.0; and (ii) make payments of accrued interest and premium on Indebtedness outstanding under the Second Lien Credit Agreement or any Permitted Unsecured Notes arising from
any Restricted Junior Payment made in reliance on subclause (i) above; and 
 “(o) any Credit Party may
(i) make Restricted Junior Payments in the form of repayment, prepayment, redemption or repurchase of Indebtedness outstanding under the Second Lien Credit Agreement or any Permitted Unsecured Notes; provided that at the time of the
making thereof, the aggregate amount of each Restricted Junior Payment made in reliance on this clause (o) shall not exceed the amount, if any, by which the aggregate proceeds (net of underwriting discounts and commissions) of the issuance of
the Permitted Unsecured Notes on the First Amendment Effective Date exceeds the sum of (x) the aggregate amount of Restricted Junior Payments made by Borrower in reliance on Section 6.4(l) and (y) the Expected Seller Note Repayment;
and (ii) make payments of accrued interest and premium on Indebtedness outstanding under the Second Lien Credit Agreement or any Permitted Unsecured Notes arising from any Restricted Junior Payment made in reliance on subclause (i) above.

  

	1.6	Amendments to Section 6.5. 

 A. Section 6.5(ix) of the Credit Agreement is amended by deleting the word “and” at the end thereof and replacing it with a comma. 

B. Section 6.5 of the Credit Agreement is amended by adding the following new clause (x) after clause
(ix) appearing therein: 
 “(x) any restrictions appearing in Permitted Unsecured Notes Agreements as
in effect on the date of incurrence of the related Permitted Unsecured Notes”. 
 C. Section 6.5 of the Credit
Agreement is amended by renumbering the existing clause (x) appearing therein as clause (xi), and deleting the phrase “clauses (i) through (ix)” appearing in such clause and inserting the phrase “clauses (i) through
(x)” in lieu thereof. 
  

	1.7	Amendments to Section 6.6. 

 A. Section 6.6(p) of the Credit Agreement is amended by deleting the word “and” at the end thereof. 
 B. Section 6.6 of the Credit Agreement is amended by adding the following new clause (q) after clause (p) appearing therein: 

“(q) Investments in the form of acquisition by Holdings or any of its Subsidiaries of the Seller Note, or any portion
thereof; and” 
 C. Section 6.6 of the Credit Agreement is amended by renumbering the existing clause
(q) appearing therein as clause (r), and deleting the phrase “clause (q)” appearing in such clause and inserting the phrase “clause (r)” in lieu thereof. 








	1.8	Amendments to Section 6.7. 

 A. Section 6.7(b) of the Credit Agreement is amended by deleting the last six lines of the table set forth therein and inserting the following in lieu thereof: 

 

			
	 “December 31, 2009
	  	4.75:1.00  
	 March 31, 2010
	  	4.75:1.00  
	 June 30, 2010
	  	4.75:1.00  
	 September 30, 2010
	  	4.75:1.00  
	 December 31, 2010
	  	4.75:1.00  
	 March 31, 2011
	  	4.75:1.00  
	 June 30, 2011
	  	4.75:1.00  
	 September 30, 2011, and thereafter
	  	4.50:1.00”

 B.
Section 6.7 of the Credit Agreement is amended by inserting the following as new clause (e) thereof: 
 “(e) First Lien Secured Leverage Ratio. Holdings shall not permit the First Lien Secured Leverage Ratio as of the last day of any Fiscal Quarter, beginning with the Fiscal Quarter ending
December 31, 2009, to exceed the correlative ratio indicated:” 
  

			
	 “Fiscal Quarter End
	  	First Lien
Secured Leverage Ratio
	 December 31, 2009
	  	3.25:1.00  
	 March 31, 2010
	  	3.25:1.00  
	 June 30, 2010
	  	3.25:1.00  
	 September 30, 2010
	  	3.25:1.00  
	 December 31, 2010
	  	3.25:1.00  
	 March 31, 2011
	  	3.25:1.00  
	 June 30, 2011
	  	3.25:1.00  
	 September 30, 2011, and thereafter
	  	3.00:1.00”

  

	1.9	Amendments to Section 6.11. 

 A. Section 6.11(f) of the Credit Agreement is amended by deleting the word “and” at the end thereof. 
 B. Section 6.11(g) of the Credit Agreement is amended by deleting the period at the end thereof and replacing it with “; and”. 

C. Section 6.11 of the Credit Agreement is amended by adding the following as new clause (h) thereof: 

“(h) Holdings or any of its Subsidiaries may acquire the Seller Note, or any portion thereof.” 








	1.10	Amendments to Section 6.13. 

 A. Section 6.13(a)(i) of the Credit Agreement is amended by inserting the words “, the Permitted Unsecured Notes Agreements” after the words “the other Credit Documents”
appearing therein. 
 B. Section 6.13(a)(iii)(B) of the Credit Agreement is amended by inserting the words “and
the Permitted Unsecured Notes Agreements” after the words “the Related Agreements” appearing therein. 
  

	1.11	Amendments to Section 8.1. 

 A. Section 8.1(l) of the Credit Agreement is amended by deleting clause (ii) thereof and inserting the following new clause (ii) in lieu thereof: 

“(ii) this Agreement, the Intercreditor Agreement or any Collateral Document ceases to be in full force and effect
(other than by reason of a release of Collateral in accordance with the terms hereof or thereof, the satisfaction in full of the Obligations (other than contingent obligations for which no claim has been made) and cancellation or expiration of all
Letters of Credit (unless a Letter of Credit Backstop is in place) in accordance with the terms hereof or the termination thereof in accordance with its terms, and other than, in the case of the Intercreditor Agreement, by reason of the payment in
full of the obligations under the Second Lien Credit Agreement in accordance with the terms hereof) or shall be declared null and void, or Collateral Agent shall not have or shall cease to have a valid and perfected Lien in any Collateral purported
to be covered by the Collateral Documents (other than Collateral not required to be perfected and Collateral with an aggregate fair market value not exceeding $5,000,000) with the priority required by the relevant Collateral Document, in each case
for any reason other than the failure of Collateral Agent or any Secured Party to take any action within its control, or” 
  

	1.12	Consent and Waiver. 


A. The Lenders hereby consent to the amendment of the Second Lien Credit Agreement in substantially the form of Annex I hereto (the
“Second Lien Credit Agreement Amendment”). 
 B. The Lenders hereby consent, and instruct the Collateral
Agent to consent, and the Collateral Agent does hereby so consent, to payments and repurchases of Indebtedness incurred under the Second Lien Credit Agreement (and payments of accrued interest and premium thereon arising therefrom)
(i) contemplated by Section II of the Second Lien Credit Agreement or (ii) to the extent otherwise permitted by the terms of the Credit Agreement, as amended by this Amendment (without regard to Sections 6.14 and 6.15 of the Credit
Agreement and Section 5.3(b) of the Intercreditor Agreement), and hereby waive the provisions of Sections 6.14 and 6.15 of the Credit Agreement and Section 5.3(b) of the Intercreditor Agreement with respect thereto. 







 SECTION II. CONDITIONS TO EFFECTIVENESS OF AMENDMENT AGREEMENT 

This Amendment shall become effective (except as provided in Section III below) as of the date hereof only upon the satisfaction of the
following condition precedent (the date of satisfaction of such condition being referred to herein as the “Amendment Agreement Effective Date”): 
 A. Execution. Arranger (or its counsel) shall have received (i) a counterpart signature page of this Amendment duly executed by each of the Credit Parties, (ii) a counterpart signature
page of the Lender Consent Letter duly executed by Requisite Lenders, (iii) a counterpart signature page of this Amendment duly executed by Administrative Agent and Collateral Agent, and (iv) a counterpart signature page of this Amendment
duly executed by Arranger. 
 SECTION III. CONDITIONS TO EFFECTIVENESS OF AMENDMENTS 

The amendments, consents and waivers set forth in Section I of this Amendment shall become effective as of the date hereof only upon the
satisfaction of all of the following conditions precedent on or prior to December 15, 2009 (the date of satisfaction of such conditions being referred to herein as the “First Amendment Effective Date”): 

A. Amendment Agreement. The Amendment Agreement Effective Date shall have occurred. 

B. Fees. Arranger shall have received (i) for the account of each Lender (other than a Defaulting Lender) that executes and
delivers a copy of this Amendment to Arranger (or its counsel) at or prior to 1:00 p.m. New York City time, on October 13, 2009 (or such other time or date on which Arranger and Borrower shall agree), a non-refundable amendment fee (the
“Amendment Fee”) in an amount equal to 0.25% of the sum of the Revolving Commitments and Term Loans, in each case as of the First Amendment Effective Date (after giving effect to the application of the prepayment described in
Section 2.14(g) of the Credit Agreement), of such Lender (it being understood that Borrower shall have no liability for any such Amendment Fee if the First Amendment Effective Date does not occur), and (ii) to the extent invoiced,
reimbursement or other payment of all out-of-pocket expenses required to be reimbursed or paid by Borrower pursuant to Section 10.2 of the Credit Agreement. 
 C. Prepayment. Borrower shall have made the mandatory prepayment referred to in Section 2.14(g) of the Credit Agreement, as amended by this Amendment, and all payments of interest and other
amounts payable therewith. 
 D. Second Lien Credit Agreement Amendment. The Second Lien Credit Agreement Amendment shall
have become effective, and the “First Amendment Effective Date” (as defined therein) shall have occurred, and Borrower shall have delivered to Arranger a certificate of a Financial Officer to that effect. 

E. Permitted Unsecured Notes Issuance. Borrower shall have, substantially contemporaneously with the First Amendment Effective
Date, (a) received an aggregate amount of proceeds (net of underwriting discounts and commissions) from the issuance of the Permitted 







 
Unsecured Notes that is no less than (i) the aggregate amount of Indebtedness outstanding under the Second Lien Credit Agreement that is contemplated to be repurchased by Borrower pursuant
to Section II of the Second Lien Credit Agreement Amendment, plus (ii) the Expected Seller Note Repayment, minus (iii) $75,000,000, and (b) made all the repurchases contemplated pursuant to Section II of the Second Lien
Credit Agreement Amendment. 
 F. Notice of Effectiveness. Borrower shall have provided written notice of the occurrence
of the First Amendment Effective Date to Administrative Agent and Collateral Agent. 
 SECTION IV. REPRESENTATIONS AND WARRANTIES

 In order to induce Lenders to enter into this Amendment and to amend the Credit Agreement in the manner provided herein,
each Credit Party represents and warrants as of the date hereof to each Lender that the following statements are true and correct: 
 A. Due Authorization; Valid Agreement. The execution, delivery and performance of this Amendment have been duly authorized by all necessary action on the part of each Credit Party. This Amendment
has been duly executed and delivered by each Credit Party and constitutes a legal, valid and binding obligation of such Credit Party, enforceable against such Credit Party in accordance with its respective terms, except as may be limited by
bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or limiting creditors’ rights generally or by equitable principles relating to enforceability, regardless of whether considered in a proceeding in equity or at law.

 B. Incorporation of Representations and Warranties from Credit Agreement. The representations and warranties contained
herein and in the other Credit Documents will be true and correct in all material respects (except that any representation or warranty that is qualified as to materiality or Material Adverse Effect will be true and correct in all respects) on and as
of the First Amendment Effective Date to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties are
true and correct in all material respects (except that any representation or warranty that is qualified as to materiality or Material Adverse Effect is true and correct in all respects) on and as of such earlier date. 

C. Absence of Default. No event has occurred and is continuing or will result from the consummation of the transactions
contemplated by this Amendment that would constitute an Event of Default or a Default. 
 SECTION V. ACKNOWLEDGMENT AND CONSENT

 Each Guarantor hereby acknowledges that it has reviewed the terms and provisions of the Credit Agreement and this
Amendment and consents to the amendment of the Credit Agreement effected pursuant to this Amendment. Each Guarantor hereby confirms that each Credit Document to which it is a party or otherwise bound and all Collateral encumbered thereby will
continue to guarantee or secure, as the case may be, to the fullest extent possible in accordance with the Credit Documents the payment and performance of all “Obligations” under each of the Credit Documents to which it is a party (in each
case as such terms are defined in the applicable Credit Document). 







 Each Guarantor acknowledges and agrees that any of the Credit Documents to which it is a
party or otherwise bound shall continue in full force and effect and that all of its obligations thereunder shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of this Amendment. Each Guarantor
acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Amendment, such Guarantor is not required by the terms of the Credit Agreement or any other Credit Document to consent to the amendments to the
Credit Agreement effected pursuant to this Amendment and (ii) nothing in the Credit Agreement, this Amendment or any other Credit Document shall be deemed to require the consent of such Guarantor to any future amendments to the Credit
Agreement. 
 SECTION VI. MISCELLANEOUS 
 A. Reference to and Effect on the Credit Agreement and the Other Credit Documents. 
 (i) On and after the First Amendment Effective Date, each reference in the Credit Agreement to “this Amendment”, “hereunder”, “hereof”, “herein” or words of like
import referring to the Credit Agreement, and each reference in the other Credit Documents to the “Credit Agreement”, “thereunder”, “thereof” or words of like import referring to the Credit Agreement shall mean and be a
reference to the Credit Agreement as amended by this Amendment. 
 (ii) Except as specifically amended by this
Amendment, the Credit Agreement and the other Credit Documents shall remain in full force and effect and are hereby ratified and confirmed. 
 (iii) The execution, delivery and performance of this Amendment shall not constitute a waiver of any provision of, or operate as a waiver of any right, power or remedy of any Agent or Lender under, the
Credit Agreement or any of the other Credit Documents. 
 B. Headings. Section and Subsection headings in this
Amendment are included herein for convenience of reference only and shall not constitute a part of this Amendment for any other purpose or be given any substantive effect. 
 C. Applicable Law. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS
(WITHOUT REGARD TO CHOICE OF LAW RULES, OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW) OF THE STATE OF NEW YORK. 
 D. Exculpation. Arranger, in connection with the execution, delivery and performance of this Amendment, shall have the benefit of all the exculpatory and similar protective provisions that
are set forth in Section 9 of the Credit Agreement for the benefit of any Agent (as if Arranger were included in the definition of Agent), together with the benefit of all acknowledgements, agreements and representations by the Lenders provided
or made in connection therewith. 







 E. Counterparts. This Amendment may be executed in any number of counterparts
and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed an original, but all such counterparts together shall constitute but one and the same instrument; signature pages may be detached
from multiple separate counterparts and attached to a single counterpart so that all signature pages are physically attached to the same document. 
 [Remainder of this page intentionally left blank.] 







 IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed
and delivered by their respective officers thereunto duly authorized as of the date first written above. 
  

							
	BORROWER:	 		 	BOISE PAPER HOLDINGS, L.L.C.
				
		 		 	By:	 	  

		 		 		 	Name:     Robert M. McNutt
		 		 		 	Title:       Senior Vice President &
		 		 		 	                Chief Financial Officer


 

  
 S-1










							
	GUARANTORS:	 		 	BZ INTERMEDIATE HOLDINGS LLC
				
		 		 	By:	 	  

		 		 		 	Name:     Robert M. McNutt
		 		 		 	Title:       Senior Vice President &
		 		 		 	                Chief Financial Officer
			
		 		 	 BOISE WHITE PAPER, L.L.C.
 BOISE PACKAGING & NEWSPRINT, L.L.C.

BOISE CASCADE TRANSPORTATION HOLDINGS CORP.
 BOISE WHITE PAPER SALES CORP.
 BOISE WHITE PAPER HOLDINGS CORP.

INTERNATIONAL FALLS POWER COMPANY
 MINNESOTA, DAKOTA & WESTERN RAILWAY COMPANY
 BEMIS CORPORATION

B C T, INC

		 		 
		 		 
		 		 
		 		 
		 		 
		 		 
		 		 
		 		 
				
		 		 	By:	 	  

		 		 		 	Name:     Robert M. McNutt
		 		 		 	 Title:       Senior Vice President &
                 Chief Financial Officer



  
 S-2










			
	GOLDMAN SACHS CREDIT PARTNERS L.P.,
	as Administrative Agent and as Collateral Agent
		
	By:	 	  

		 	Authorized Signatory



  
 S-3










			
	 J.P. MORGAN SECURITIES INC.,
 as Arranger


		
	By:	 	  

		 	Authorized Signatory



  
 S-4









 Annex A 
 ACKNOWLEDGMENT AND CONSENT TO 
 FIRST AMENDMENT TO CREDIT AND GUARANTY AGREEMENT

  

	To:	Goldman Sachs Credit Partners L.P., as Administrative Agent 


	    	under the Credit and Guaranty Agreement referred to below 

 Ladies and Gentlemen: 
 Reference is made to that certain CREDIT AND GUARANTY
AGREEMENT dated as of February 22, 2008 (as amended through the date hereof, the “Credit Agreement”), by and among BOISE PAPER HOLDINGS, L.L.C., a Delaware limited liability company (“Borrower”), the
GUARANTORS party thereto, the LENDERS from time to time party thereto, GOLDMAN SACHS CREDIT PARTNERS L.P. (“GSCP”), as Administrative Agent (“Administrative Agent”) and as Collateral
Agent (“Collateral Agent”), TORONTO DOMINION (TEXAS) LLC, as Syndication Agent, and BANK OF AMERICA, N.A. and COBANK, ACB, as Co-Documentation Agents. 

Borrower has requested certain amendments to the Credit Agreement on the terms and conditions described in the First Amendment to Credit
and Guaranty Agreement to which this Lender Consent Letter is attached as Annex A (the “Amendment”). 

Pursuant to Section 10.5 of the Credit Agreement, the undersigned Lender hereby agrees and consents to all of the terms and
conditions of the Amendment (including the Lender consents and waivers set forth in Section 1.12 thereof) and authorizes the Administrative Agent to execute the Amendment on behalf of such Lender. 

Very truly yours, 







 Exhibit I 
 Form of Amendment to Second Lien Credit Agreement