Exhibit 10.1
SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT
This SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT (this "Amendment"), dated
as of May 28, 2009, among BOISE CASCADE, L.L.C., a Delaware limited liability
company ("Boise Cascade"), BOISE BUILDING SOLUTIONS DISTRIBUTION, L.L.C., a
Delaware limited liability company ("Boise Distribution") and BOISE BUILDING
SOLUTIONS MANUFACTURING, L.L.C., a Delaware limited liability company ("Boise
Manufacturing", and together with Boise Cascade and Boise Distribution,
collectively, "Borrowers"), BOISE BUILDING SOLUTIONS MANUFACTURING HOLDINGS
CORP., a Delaware corporation ("Boise Manufacturing Holding"), BC CHILE
INVESTMENT CORPORATION, a Delaware corporation ("BC Chile Investment"), and BC
BRAZIL INVESTMENT CORPORATION, a Delaware corporation ("BC Brazil Investment",
and together with Boise Manufacturing Holding and BC Chile Investment,
collectively, "Guarantors"), the financial institutions party to this Amendment
(collectively, "Lenders"), and BANK OF AMERICA, N.A., a national banking
association, as agent for Lenders (in such capacity, "Agent").
RECITALS:
A.
WHEREAS, THE BORROWERS, THE GUARANTORS, THE
LENDERS PARTY THERETO FROM TIME TO TIME, AND THE AGENT EXECUTED THAT CERTAIN
LOAN AND SECURITY AGREEMENT DATED AS OF FEBRUARY 22, 2008 (AS AMENDED,
SUPPLEMENTED, OR OTHERWISE MODIFIED FROM TIME TO TIME, THE "LOAN AGREEMENT")
PURSUANT TO WHICH THE LENDERS HAVE AGREED TO MAKE AVAILABLE TO THE BORROWERS A
REVOLVING LINE OF CREDIT; AND
B.
WHEREAS, THE BORROWERS, THE GUARANTORS,
THE LENDERS, AND THE AGENT DESIRE THAT THE LOAN AGREEMENT BE AMENDED IN CERTAIN
RESPECTS IN ACCORDANCE WITH THE TERMS OF THIS AMENDMENT.
NOW, THEREFORE, in consideration of the premises and for other valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto hereby agree as follows:
1.
Recitals.
The foregoing Recitals are
incorporated herein and made a part hereof for all purposes.
2.
Definitions.
Unless otherwise defined
in this Amendment, all initially capitalized terms and phrases wherever used in
this Amendment shall have the respective meanings given to them in the Loan
Agreement, as amended hereby.
3.
Amendments to Loan Agreement.
Subject
to the terms and conditions set forth herein, as of the Second Amendment
Effective Date (as defined below), the Loan Agreement is hereby amended as
follows:
(a)
Amendment to Section 9.1.8 of the Loan
Agreement.
Section 9.1.8 of the Loan Agreement is hereby amended by deleting
the reference to "December 31, 2007" and replacing it with "December 31, 2008".
(b)
Amendment to Schedule 1.1 to the Loan
Agreement.
Schedule 1.1 (Commitments of Lenders) to the Loan Agreement is
hereby amended and restated in its entirety and is attached hereto as Annex I.
4.
Acknowledgment of the Obligors.
The
Obligors hereby acknowledge and agree that, to the best of their knowledge:
(a) none of the Obligors has any defense, offset, or counterclaim with respect
to the payment of any sum owed to the Lenders or the Agent under the Loan
Documents, or with respect to the performance or observance of any warranty or
covenant contained in the Loan Agreement or any of the other Loan Documents; and
(b) the Lenders and the Agent have performed all obligations and duties owed to
the