IN CLAUSE (Y) HEREOF, SUCH CASH PROCEEDS MAY NOT BE USED TO
PREPAY THE NOTES UNLESS (I) SUCH PREPAYMENT IS OTHERWISE PERMITTED UNDER THE 1ST
LIEN LOAN AGREEMENT AND 2ND LIEN LOAN AGREEMENT, (II) THE LOANS ARE NO LONGER
OUTSTANDING OR (III) THE APPLICABLE PAYOR HAS RECEIVED THE REQUIRED CONSENTS
UNDER THE 1ST LIEN LOAN AGREEMENT AND 2ND LIEN LOAN AGREEMENT TO USE SUCH
PROCEEDS TO PREPAY THE NOTES.
TO THE EXTENT SUCH PAYMENT IS NOT SUFFICIENT TO
PAY ALL AMOUNTS THEN DUE AND OWING IN RESPECT OF THE NOTES, ANY SUCH PAYMENT
SHALL BE MADE IN ACCORDANCE WITH SECTION 3 OF THE NOTES.
(C)
OTHER ADJUSTMENTS TO THE NOTES.
IN THE EVENT THAT IT IS
DETERMINED (IN ACCORDANCE WITH THE TERMS AND PROVISIONS OF THE PURCHASE
AGREEMENT) THAT THE EXCESS AMOUNT IS OWED BY BC LLC TO PARENT UNDER
SECTION 1E(IV) OF THE PURCHASE AGREEMENT, THEN, SO LONG AS ANY NOTES ARE THEN
OUTSTANDING AND NOTWITHSTANDING ANY PROVISION IN THE NOTES OR THE PURCHASE
AGREEMENT TO THE CONTRARY, SUCH PAYMENT TO PARENT OF THE EXCESS AMOUNT SHALL BE
EFFECTED (IN FULL AND COMPLETE SATISFACTION OF ALL OBLIGATIONS OWNED BY BC UNDER
THE PURCHASE AGREEMENT OR OTHERWISE IN RESPECT OF THE EXCESS AMOUNT AND WITHOUT
DUPLICATION) BY REDUCING THE AGGREGATE PRINCIPAL AMOUNT OF THE NOTES BY AN
AGGREGATE AMOUNT EQUAL TO THE EXCESS AMOUNT (AND THE PAYMENT OF ALL ACCRUED AND
UNPAID INTEREST SINCE THE EFFECTIVE DATE ON SUCH PRINCIPAL AMOUNT OF THE NOTES
SO REDUCED SHALL BE WAIVED), WITH SUCH REDUCTION TO BE APPLIED TO THE NOTES PRO
RATA BASED UPON THE AGGREGATE UNPAID PRINCIPAL AMOUNT OF THE NOTES THEN
OUTSTANDING AS OF IMMEDIATELY PRIOR TO ANY SUCH REDUCTION.
IN ADDITION, IN THE
EVENT THAT (I) IT IS DETERMINED THAT ANY PORTION OF THE ADJUSTMENT AMOUNT IS DUE
AND OWING TO BC LLC UNDER THE PURCHASE AGREEMENT AND SUCH PORTION IS TO BE PAID
BY PARENT BY DELIVERY TO BC LLC OF AN ACCEPTABLE NOTE PURSUANT TO
SECTION 1F(I) OF THE PURCHASE AGREEMENT AND (II) BC LLC AND/OR BOISE CASCADE
HOLDINGS, L.L.C. IS THE HOLDER OF THIS NOTE, THEN, IN LIEU OF DELIVERING ANOTHER
ACCEPTABLE NOTE TO SUCH HOLDER IN RESPECT OF SUCH PAYMENT, THE AGGREGATE UNPAID
PRINCIPAL AMOUNT OF THIS NOTE SHALL BE INCREASED, EFFECTIVE AS OF THE EFFECTIVE
DATE, BY AN AGGREGATE AMOUNT EQUAL TO SUCH PORTION OF THE ADJUSTMENT AMOUNT AND
INTEREST SHALL BE DEEMED TO HAVE ACCRUED AND COMPOUNDED ON SUCH ADDITIONAL
PRINCIPAL AMOUNT FROM AND AFTER THE EFFECTIVE DATE, AND PARENT'S OBLIGATIONS
UNDER THE PURCHASE AGREEMENT TO DELIVER TO BC LLC ANOTHER ACCEPTABLE NOTE IN
RESPECT OF SUCH PORTION OF THE ADJUSTMENT AMOUNT SHALL BE DEEMED SATISFIED.
SUCH REDUCTION OR INCREASE, AS THE CASE MAY BE, SHALL OCCUR AUTOMATICALLY AND
WITHOUT ANY FURTHER ACTION ON THE PART OF BC LLC, PARENT AND/OR THE HOLDER OF
THIS NOTE AND SUCH REDUCTION OR INCREASE SHALL BE DEEMED EFFECTIVE AS OF THE
FIFTH (5TH) BUSINESS DAY AFTER THE CLOSING PURCHASE PRICE BECOMES FINAL AND
BINDING ON THE