FIRST AMENDMENT TO CREDIT AGREEMENT THIS FIRST AMENDMENT TO CREDIT AGREEMENT (the "First Amendment"), dated as of July 10, 1995, is entered into by and among BOISE CASCADE CORPORATION, a Delaware corporation (the "Company"), BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION, as Domestic Administrative Agent, for itself and the Banks (the "Domestic Administrative Agent"), NATIONAL WESTMINSTER BANK PLC, Los Angeles Overseas Branch, as Foreign Administrative Agent (the "Foreign Administrative Agent", and together with the Domestic Administrative Agent, the "Administrative Agents") and the undersigned banks (collectively, the "Banks"). RECITALS A. The Company, the Administrative Agents and certain of the Banks (the "Existing Banks") are parties to that certain 1994 Revolving Loan Agreement dated as of April 15, 1994 (the "Credit Agreement") pursuant to which the Existing Banks have extended certain credit facilities to the Company. B. Societe Generale ("New Bank") wishes to be admitted as a Bank pursuant to the Credit Agreement. C. The Company has requested that the Banks make certain amendments to the Credit Agreement as set forth in this First Amendment. D. The Banks have agreed to admit New Bank as a Bank under the Credit Agreement and to make such amendments to the Credit Agreement subject to the terms and conditions of this First Amendment. NOW, THEREFORE, for valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto hereby agree as follows: 1. Defined Terms. Unless otherwise defined herein, capitalized terms used herein shall have the meanings, if any, assigned to them in the Credit Agreement. 2. Amendments to Credit Agreement. Subject to the conditions set forth in Section 4 hereof: (a) The following definitions are added to the Credit Agreement: "Agreement" means this Revolving Loan Agreement dated as of April 15, 1994 among the Company, the Banks and the Administrative Agents, as amended. "First Amendment" means the First Amendment to Credit Agreement dated as of July 10, 1995 by and among the Company, the Banks and the Administrative Agents. (b) The following definitions in the Credit Agreement are deleted and replaced with the following: "Bank" means each financial institution which is a signatory to the First Amendment and its successors and assigns permitted by this Agreement and includes the Administrative Agents in their capacities as lenders. "Borrowing Rate and Commitment Fee Table" means the following table which provides the pricing level which will be used to determine the incremental rate Per Annum for the Borrowing Rate applicable to any Loan and the commitment fee. PRICING CHART (expressed in basis points per annum) Pricing Level Level 1 Level 2 Level 3 Level 4 Level 5 Incremental Rate per Annum LIBOR 40.00 50.00 62.50 82.50 112.50 Reference Rate 0.00 0.00 0.00 0.00 0.00 Commitment Fee 15.00 17.50 22.50 27.50 37.50 Incremental rate Per Annum and commitment fee level description based on the Company's senior unsecured long-term debt rating as announced from time to time: Level 1: Equal to or greater than BBB from S&P and Baa2 from Moody's. Level 2: BBB- from S&P and Baa3 from Moody's. Level 3: BB+ from S&P and Baa3 from Moody's or BBB- from S&P and Ba1 from Moody's. Level 4: BB+ from S&P and Ba1 from Moody's. Level 5: Equal to or less than BB from S&P or Ba2 from Moody's or no rating available from S&P or Moody's, except as provided below. Note: In the event the ratings of the two rating agencies do not result in the same incremental rate Per Annum or commitment fee, the credit rating which results in the higher incremental rate Per Annum or commitment fee shall be applicable; provided, however, if no rating is available from S&P or Moody's due to reasons other than issues relating to the Company, the rating of the remaining agency shall be used to determine the incremental rate Per Annum and the commitment fee. "Commitment" means in respect of any Bank the aggregate amount of money which such Bank is obligated to lend to the Company pursuant to the Agreement at the time of determination of such Bank's Commitment including Loans then outstanding and assuming that all conditions precedent to such Bank's obligation to lend money have been satisfied. The initial Commitment of each Bank hereunder shall be the amount set forth opposite such Bank's signature block at the end of the First Amendment. The Commitment is subject to optional and mandatory reduction in accordance with Section 3.2." "Termination Date" means June 30, 2000, or any earlier date established under Section 3.2.2, 3.16 or 7.2 if the Commitments of all Banks are terminated in full." (c) Section 3.1 of the Credit Agreement shall be amended by deleting the words "$650 million" in the second sentence thereof and replacing them with the words "$600 million". 3. Representations and Warranties. The Company hereby represents and warrants to the Administrative Agents and the Banks as of the Effective Date as follows: (a) No default or Event of Default has occurred and is continuing. (b) The execution, delivery and performance by the Company of this First Amendment have been duly authorized by all necessary corporate and other action and do not and will not require any registration with, consent or approval of, notice to or action by, any person (including any governmental agency) in order to be effective and enforceable. The Credit Agreement as amended by this First Amendment constitutes the legal, valid and binding obligation of the Company, enforceable against it in accordance with its terms, subject only to the operation of the Bankruptcy Code and other similar statutes for the benefit of debtors generally and to the application of general equitable principles. (c) All representations and warranties of the Company contained in the Credit Agreement are true and correct. (d) The Company is entering into this First Amendment on the basis of its own investigation and for its own reasons, without reliance upon the Administrative Agents and the Banks or any other person. 4. Effective Date. This First Amendment will become effective as of July 12, 1995 (the "Effective Date"), provided that each of the following conditions precedent has been satisfied: (a) The Administrative Agents have received from the Company and each of the Banks a duly executed original of this First Amendment. The Administrative Agents may accept signature pages by facsimile provided that any party sending its signature page by facsimile promptly sends its original by overnight courier. (b) All representations and warranties contained herein are true and correct as of the Effective Date. (c) The Administrative Agents have received, on behalf of themselves, the fees set forth in that certain Letter Agreement dated June 7, 1995 among the Company and the Administrative Agents. (d) The Administrative Agents have received from the Company an executed Note for each Bank. (e) The Administrative Agents have received each of the following from the Company: (i) A copy of a resolution passed by the board of directors of the Company, certified by the Secretary or an Assistant Secretary of the Company as being in full force and effect on the date hereof, authorizing the execution, delivery and performance of this First Amendment. (ii) A certificate as to the name and signature of each officer of the Company authorized to sign this First Amendment and the Notes and to borrow and effect other transactions under the Credit Agreement. The Administrative Agents and the Banks may conclusively rely on such certification until they receive notice in writing to the contrary. (iii) A Good Standing Certificate for the Company issued by the Secretary of State of the State of Delaware. (iv) An opinion substantially in the form attached as Schedule 1 to this First Amendment from the General Counsel of the Company. (v) A certificate of a Principal Financial Officer to the effect that (x) all representations and warranties contained in this First Amendment are true and correct as of the Effective Date, (y) since December 31, 1994, there has been no material adverse change in the business, condition or operations (financial or otherwise) of the Company or of the Company and its Subsidiaries on a combined basis, and (z) that no event has occurred and is continuing which, under the terms hereof, is an Event of Default or would, with the lapse of time or notice or both, become an Event of Default. 5. Admission of the New Bank. The New Bank hereby agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement, as amended by this First Amendment, are required to be performed by it as a Bank. The New Bank hereby agrees to be bound by all terms and conditions of the Credit Agreement, as amended by this First Amendment. If the New Bank is organized under the laws of any jurisdiction other than the United States or any state or other political subdivision thereof it agrees that it will furnish the Foreign Administrative Agent and the Company, concurrently with the execution of this First Amendment either U.S. Internal Revenue Service Form 4224 or U.S. Internal Revenue Service Form 1001 (wherein the New Bank claims entitlement to complete exemption from or reduced rate of U.S. federal withholding tax on all interest payments under the Credit Agreement) and, upon the expiration or obsolescence of any previously delivered form, with a new U.S. Internal Revenue Service Form 4224 or Form 1001 and comparable statements in accordance with applicable U.S. laws and regulations and amendments duly executed and completed by the New Bank, provided, however, that the New Bank shall not be required to deliver a Form 4224 or 1001 under this Section 5 to the extent that the delivery of such form is not authorized by law. 6. Miscellaneous. (a) Except as herein expressly amended, all terms, covenants and provisions of the Credit Agreement are and shall remain in full force and effect and all references therein to such Credit Agreement shall henceforth refer to the Credit Agreement as amended by this First Amendment. This First Amendment shall be deemed incorporated into, and a part of, the Credit Agreement. (b) The Banks hereby agree that the Notes issued to the Banks by the Company prior to the Effective Date are cancelled and shall be of not further force or effect. Each Bank agrees to return such note to their respective Administrative Agent. (c) This First Amendment shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. No third party beneficiaries are intended in connection with this First Amendment. (d) This First Amendment shall be governed by and construed in accordance with the law of the State of California. (e) This First Amendment may be executed in any number of counterparts, each of which shall be deemed an original, but all such counterparts together shall constitute but one and the same instrument. (f) This First Amendment, together with the Credit Agreement, contains the entire and exclusive agreement of the parties hereto with reference to the matters discussed herein and therein. This First Amendment supersedes all prior drafts and communications with respect thereto. This First Amendment may not be amended except in accordance with the provisions of Section 9.7 of the Credit Agreement. (g) If any term or provision of this First Amendment shall be deemed prohibited by or invalid under any applicable law, such provision shall be invalidated without affecting the remaining provisions of this First Amendment or the Credit Agreement, respectively. (h) The Company covenants to pay to or reimburse the Administrative Agents for, upon demand, the reasonable fees and disbursements of the Special Counsel to the Administrative Agents in connection with the negotiation of this First Amendment. IN WITNESS WHEREOF, the parties hereto have executed and delivered this First Amendment as of the date first above written. BOISE CASCADE CORPORATION By Vice President and Treasurer Address for notices given manually or by express delivery: Attention Treasurer 1111 West Jefferson Street Boise, Idaho 83702 Address for notices given by mail: Attention Treasurer P. O. Box 50 Boise, Idaho 83728 Address for notices given by telecopy: 208/384-4920 Attention Treasurer BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION, AS DOMESTIC ADMINISTRATIVE AGENT By Title Vice President Address for Notices: Bank of America National Trust and Savings Association Attention: Ivo Bakovic Vice President 1455 Market Street, 12th Floor San Francisco, CA 94103 Telecopy No.: 415/622-4894 NATIONAL WESTMINSTER BANK PLC, AS FOREIGN ADMINISTRATIVE AGENT Los Angeles Overseas Branch By Title Vice President Address for Notices: National Westminster Bank Plc Los Angeles Overseas Branch Attention: Michael E. Keating Vice President 350 South Grand Ave., 39th Floor Los Angeles, CA 90071 Telecopy No.: 213/623-6540 Commitment Bank Name, Signature, and Address for Notices $33,000,000 ABN/AMRO BANK NV By Title By Title Domestic Lending Office (For Reference Rate Loans) Address: ABN Amro Bank NV One Union Square 600 University Street, Suite 2323 Seattle, WA 98101 Telecopy No.: 206/682-5641 Eurodollar Lending Office (for LIBOR Rate Loans) Address: ABN Amro Bank NV One Union Square 600 University Street, Suite 2323 Seattle, WA 98101 Telecopy No.: 206/682-5641 Commitment Bank Name, Signature, and Address for Notices $41,000,000 BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION By Title Domestic Lending Office (For Reference Rate Loans) Address: Bank of America National Trust and Savings Association Attention: Terry Peach Account Administrator 1850 Gateway Boulevard Concord, CA 94520-3281 Telecopy No.: 510/675-7531 Eurodollar Lending Office (for LIBOR Rate Loans) Address: Bank of America National Trust and Savings Association Attention: Daryl Hurst Account Administrator 1850 Gateway Boulevard Concord, CA 94520-3281 Telecopy No.: 510/675-7531 Commitment Bank Name, Signature, and Address for Notices $20,000,000 BANK OF MONTREAL By Title Director Domestic Lending Office (For Reference Rate Loans) Address: Bank of Montreal 115 S. LaSalle Street, 11W Chicago, Illinois 60603 Phone No: 312/750-4312 Fax No.: 315/750-4344 Eurodollar Lending Office (for LIBOR Rate Loans) Address: Bank of Montreal 115 S. LaSalle Street, IIW Chicago, Illinois 60603 Phone No: 312/750-4312 Fax No.: 315/750-4344 Commitment Bank Name, Signature, and Address for Notices $15,000,000 BARCLAYS BANK PLC By Title Domestic Lending Office (For Reference Rate Loans) Address: Barclays Bank Plc 222 Broadway New York, NY 10038 Phone No: 212/412-5876 Telecopy No.: 212/412-4090 Eurodollar Lending Office (for LIBOR Rate Loans) Address: Barclays Bank Plc 222 Broadway New York, NY 10038 Phone No: 212/412-5876 Telecopy No.: 212/412-4090 Commitment Bank Name, Signature, and Address for Notices $33,000,000 CIBC INC. By Title Assistant Vice President Domestic Lending Office (For Reference Rate Loans) Address: CIBC Inc. Two Paces Ferry Road 2727 Paces Ferry Road Suite 1200 Atlanta, GA 30339 Telecopy No.: 404/319-4950 Eurodollar Lending Office (for LIBOR Rate Loans) Address: CIBC Inc. Two Paces Ferry Road 2727 Paces Ferry Road Suite 1200 Atlanta, GA 30339 Telecopy No.: 404/319-4950 Commitment Bank Name, Signature, and Address for Notices $25,000,000 THE CHASE MANHATTAN BANK, N.A. By Domestic Lending Office (For Reference Rate Loans) Address: 2 Chase Plaza New York, NY 10081 Attn: Lenora Kiernan Telephone: 212/552-7529 Telecopy No.: 212/552-1477 Eurodollar Lending Office (for LIBOR Rate Loans) Address: 2 Chase Plaza New York, NY 10081 Attn: Lenora Kiernan Telephone: 212/552-7529 Telecopy No.: 212/552-1477 Commitment Bank Name, Signature, and Address for Notices $33,000,000 CHEMICAL BANK By Title Vice President Domestic Lending Office (For Reference Rate Loans) Address: Chemical Bank Two Grand Central Tower 29th Floor New York, NY 10017 Attn: Thomas Brennan Telecopy No.: 212/622-0130 Eurodollar Lending Office (for LIBOR Rate Loans) Address: Chemical Bank Two Grand Central Tower 29th Floor Attn: Thomas Brennan New York, NY 10017 Telecopy No.: 212/622-0130 Commitment Bank Name, Signature, and Address for Notices $20,000,000 CREDIT LYONNAIS CAYMAN ISLAND BRANCH By Title Authorized Signatory Domestic Lending Office (For Reference Rate Loans) Address: Credit Lyonnais Cayman Island Branch c/o Credit Lyonnais New York Branch Attention: Rod Hurst Vice President 1301 Avenue of the Americas 18th Floor New York, NY 10019 Telecopy No.: 212/459-3179 Eurodollar Lending Office (for LIBOR Rate Loans) Address: Credit Lyonnais Cayman Island Branch c/o Credit Lyonnais New York Branch Attention: Rod Hurst Vice President 1301 Avenue of the Americas 18th Floor New York, NY 10019 Telecopy No.: 212/459-3179 Commitment Bank Name, Signature, and Address for Notices $15,000,000 CREDIT SUISSE By Title: Associate Domestic Lending Office (For Reference Rate Loans) Address: 800 Wilshire Boulevard 8th Floor Los Angeles, CA 90017 Attn: Maria Gaspara Telecopy No.: 213/955-8345 Eurodollar Lending Office (for LIBOR Rate Loans) Address: 800 Wilshire Boulevard 8th Floor Los Angeles, CA 90017 Attn: Maria Gaspara Telecopy No.: 213/955-8345 Commitment Bank Name, Signature, and Address for Notices $15,000,000 FIRST BANK NATIONAL ASSOCIATION By Title: Vice President Domestic Lending Office (For Reference Rate Loans) Address: First Bank Place, MPFP0704 601 Second Avenue South Minneapolis, MN 55402-4302 Telecopy No.: 612/973-0824 Eurodollar Lending Office (for LIBOR Rate Loans) Address: First Bank Place, MPFP0704 601 Second Avenue South Minneapolis, MN 55402-4302 Telecopy No.: 612/973-0824 Commitment Bank Name, Signature, and Address for Notices $15,000,000 FIRST INTERSTATE BANK OF OREGON N.A. By Title Vice President Domestic Lending Office (For Reference Rate Loans) Address: First Interstate Bank of Oregon, N.A. Oregon Corporate F19 Attn: Patrik G. Norris, Vice President 1300 S.W. Fifth Avenue Portland, OR 97201 Mailing Address: P.O. Box 3131 Portland, OR 97208-3131 Telecopy No.: 503/220-4896 Eurodollar Lending Office (for LIBOR Rate Loans) Address: First Interstate Bank of Oregon, N.A. Oregon Corporate F19 Attn: Patrik G. Norris, Vice President 1300 S.W. Fifth Avenue Portland, OR 97201 Mailing Address: P.O. Box 3131 Portland, OR 97208-3131 Telecopy No.: 503/220-4896 Commitment Bank Name, Signature, and Address for Notices $10,000,000 FIRST SECURITY BANK OF IDAHO, N.A. By Title _____________________________ Domestic Lending Office (For Reference Rate Loans) Address: 119 North Ninth Street Boise, ID 83730 Telecopy No.: 208/393-2472 Eurodollar Lending Office (for LIBOR Rate Loans) Address: 119 North Ninth Street Boise, ID 83730 Telecopy No.: 208/393-2472 Commitment Bank Name, Signature, and Address for Notices $15,000,000 THE INDUSTRIAL BANK OF JAPAN, LIMITED Los Angeles Agency By Vice President Domestic Lending Office (For Reference Rate Loans) Address: 350 South Grand Avenue Suite 1500 Los Angeles, CA 90071 Telecopy No.: 213/688-7486 Eurodollar Lending Office (for LIBOR Rate Loans) Address: 350 South Grand Avenue Suite 1500 Los Angeles, CA 90071 Telecopy No.: 213/688-7486 Commitment Bank Name, Signature, and Address for Notices $15,000,000 THE LONG-TERM CREDIT BANK OF JAPAN, LTD. Los Angeles Agency By Title Vice President Domestic Lending Office (For Reference Rate Loans) Address: The Long-Term Credit Bank of Japan, Ltd., Los Angeles Agency 444 S. Flower, Ste. 3700 Los Angeles, CA 90042 Attn: Diane Huynh Telecopy No.: 213/626-1067 Eurodollar Lending Office (for LIBOR Rate Loans) Address: The Long-Term Credit Bank of Japan, Ltd., Los Angeles Agency 444 S. Flower, Ste. 3700 Los Angeles, CA 90042 Attn: Diane Huynh Telecopy No.: 213/626-1067 Commitment Bank Name, Signature, and Address for Notices $33,000,000 MELLON BANK, NATIONAL ASSOCIATION By Title _____________________________ Domestic Lending Office (For Reference Rate Loans) Address: Three Mellon Bank Center Room 2304 Pittsburgh, PA 15259-0003 Telecopy No.: 412/234-5049 Eurodollar Lending Office (for LIBOR Rate Loans) Address: Three Mellon Bank Center Room 2304 Pittsburgh, PA 15259-0003 Telecopy No.: 412/234-5049 Commitment Bank Name, Signature, and Address for Notices $33,000,000 MORGAN GUARANTY TRUST COMPANY OF NEW YORK By Title Domestic Lending Office (For Reference Rate Loans) Address: c/o J. P. Morgan Services Inc. 500 Stanton Christiana Road Newark, DE 19713-2107 Telecopy No.: 302/634-1094 302/634-4222 Eurodollar Lending Office (for LIBOR Rate Loans) Address: c/o J. P. Morgan Services Inc. 500 Stanton Christiana Road Newark, DE 19713-2107 Telecopy No.: 302/634-1094 302/634-4222 Commitment Bank Name, Signature, and Address for Notices $41,000,000 NATIONAL WESTMINSTER BANK PLC By Title Vice President Domestic Lending Office (For Reference Rate Loans) Address: National Westminster Bank Plc Los Angeles Overseas Branch Attention: Michael E. Keating Vice President 350 South Grand Ave., 39th Floor Los Angeles, CA 90071 Telecopy No.: 213/623-6540 Eurodollar Lending Office (for LIBOR Rate Loans) Address: National Westminster Bank Plc Nassau Branch c/o NATWEST BANK PLC 175 Water Street New York, NY 10038 Telecopy No.: 212/602-4118 Commitment Bank Name, Signature, and Address for Notices $20,000,000 NATIONSBANK OF NORTH CAROLINA, N.A. By Title: Senior Vice President Domestic Lending Office (For Reference Rate Loans) Address: 100 N. Tryon Street 8th Floor Charlotte, NC 28255 Telecopy No.: 704 386-3271 Eurodollar Lending Office (for LIBOR Rate Loans) Address: 100 N. Tryon Street 8th Floor Charlotte, NC 28255 Telecopy No.: 204 386-3271 Commitment Bank Name, Signature, and Address for Notices $25,000,000 THE NORTHERN TRUST COMPANY By Title: Vice President Domestic Lending Office (For Reference Rate Loans) Address: 50 S. LaSalle Street Chicago, IL 60675-0002 Telecopy No.: 312 630-1566 Eurodollar Lending Office (for LIBOR Rate Loans) Address: 50 S. LaSalle Street Chicago, IL 60675-0002 Telecopy No.: 312 630-1566 Commitment Bank Name, Signature, and Address for Notices $20,000,000 ROYAL BANK OF CANADA By Title ________________________ Domestic Lending Office (For Reference Rate Loans) Address: Royal Bank of Canada Los Angeles Jewel Haines Loans Administration 1 Financial Square, 24th Floor New York, NY 10005-3531 Telephone: 212/428-6321 Telecopy No.: 212/428-2372 Eurodollar Lending Office (for LIBOR Rate Loans) Address: Royal Bank of Canada Los Angeles Jewel Haines Loans Administration 1 Financial Square, 24th Floor New York, NY 10005-3531 Telephone: 212/428-6321 Telecopy No.: 212/428-2372 Commitment Bank Name, Signature, and Address for Notices $15,000,000 SOCIETE GENERALE By Title Domestic Lending Office (For Reference Rate Loans) Address: Societe Generale Ms. Tulinh La Wu 2029 Century Park East Suite 2900 Los Angeles, CA 90067 Telephone: 310/788-7100 Telecopy No.: 310/203-0539 Eurodollar Lending Office (for LIBOR Rate Loans) Address: Societe Generale Ms. Tulinh La Wu 2029 Century Park East Suite 2900 Los Angeles, CA 90067 Telephone: 310/788-7100 Telecopy No.: 310/203-0539 Commitment Bank Name, Signature, and Address for Notices $15,000,000 SWISS BANK CORPORATION By Title Director, Merchant Banking By Title Associate Director, Merchant Banking Domestic Lending Office (For Reference Rate Loans) Address: Swiss Bank Corporation 101 California Street Suite 1700 San Francisco, CA 94111-5884 Telecopy No.: 415/956-3882 Eurodollar Lending Office (for LIBOR Rate Loans) Address: Swiss Bank Corporation 101 California Street Suite 1700 San Francisco, CA 94111-5884 Telecopy No.: 415/956-3882 Commitment Bank Name, Signature, and Address for Notices $25,000,000 THE TORONTO-DOMINION BANK By Title _____________________________ Domestic Lending Office (For Reference Rate Loans) Address: 909 Fannin St., Suite 1700 Houston, TX 77010 Telecopy No.: 713/951-9921 Eurodollar Lending Office (for LIBOR Rate Loans) Address: 909 Fannin St., Suite 1700 Houston, TX 77010 Telecopy No.: 713/951-9921 Commitment Bank Name, Signature, and Address for Notices $33,000,000 UNION BANK OF SWITZERLAND, LOS ANGELES BRANCH By Title Domestic Lending Office (For Reference Rate Loans) Address: 444 South Flower Street Suite 4500 Los Angeles, CA 90071 Telecopy No.: 213/489-0637 Eurodollar Lending Office (for LIBOR Rate Loans) Address: 444 South Flower Street Suite 4500 Los Angeles, CA 90071 Telecopy No.: 213/489-0637 Commitment Bank Name, Signature, and Address for Notices $25,000,000 WACHOVIA BANK OF GEORGIA, NATIONAL ASSOCIATION By Title Senior Vice President Domestic Lending Office (For Reference Rate Loans) Address: Wachovia Bank of Georgia, N.A. 191 Peachtree Street, N.E. Atlanta, GA 30303 Telecopy No.: 404/332-6898 Eurodollar Lending Office (for LIBOR Rate Loans) Address: Wachovia Bank of Georgia, N.A. 191 Peachtree Street, N.E. Atlanta, GA 30303 Telecopy No.: 404/332-6898 Commitment Bank Name, Signature, and Address for Notices $10,000,000 WEST ONE BANK, IDAHO By James W. Henken Title Vice President Domestic Lending Office (For Reference Rate Loans) Address: 101 South Capitol Blvd. Boise, ID 83702 Telecopy No.: 208/383-7563 Eurodollar Lending Office (for LIBOR Rate Loans) Address: 101 South Capitol Blvd. Boise, ID 83702 Telecopy No.: 208/383-7563