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Exhibit 10.8
INTERCOMPANY PROMISSORY NOTE
$218,670,457.08 October 29, 2004
FOR VALUE RECEIVED, Boise Land & Timber Corp., a Delaware corporation
("DEBTOR"), hereby promises to pay to the order of Boise Cascade, L.L.C., a
limited liability under the laws of Delaware ("LENDER"), on October 29, 2015
(the "MATURITY DATE"), the principal sum of
Two hundred eighteen million six hundred seventy thousand four hundred
fifty-seven and 08/100 Dollars ($218,670,457.08)
or such lesser principal amount then outstanding, together with all accrued and
unpaid interest thereon. Interest on the principal amount of this Note shall
accrue from and including the date hereof to and including the date such
principal amount is paid, at the rate of six percent (6%) per annum, compounded
annually, on the unpaid principal amount of this Note outstanding from time to
time. To the extent not paid in cash on December 31 of any year, interest which
has accrued on the principal amount outstanding during the one-year period (or
other period in the case of the initial interest payment date) ending upon each
such interest payment shall be accumulated. Interest shall be computed on the
basis of a 360-day year and the actual number of days elapsed. Accrued interest
shall be payable upon demand or at maturity.
Notwithstanding anything to the contrary contained herein, including
the stated principal amount above, from time to time after the original date of
issuance of this Note, the Lender may (in its sole discretion) make additional
loans (each, an "ADDITIONAL LOAN" and together with the loan made on the
original date of issuance, the "LOANS") to the Debtor and/or the Debtor's
subsidiaries. In the event that any Additional Loan is made, the Lender may (by
written notice to the Debtor) elect to have such Additional Loan treated as a
loan to the Debtor evidenced by this Note. The date and amount of all Loans
shall be noted by the Lender on SCHEDULE I attached hereto and made a part
hereof (which SCHEDULE I may be updated by the Lender in its sole discretion);
PROVIDED, however, that the failure of the Lender to make, or any error in
making, any such notation shall not limit, expand or otherwise affect the
obligations of the Debtor hereunder.
Debtor may pay this Note in whole or in part without penalty or
premium at any time prior to the Maturity Date. Any payment of principal by
Debtor shall be accompanied by all accrued and unpaid interest on the principal
sum being repaid. Lender shall note all partial payments of principal and
accompanying payments of interest on the face or reverse side of this Note.
Debtor agrees to pay all costs, charges and expenses incurred by
Lender and its assigns (including, without limitation, costs of collection,
court costs and reasonable attorneys' fees and disbursements) in connection with
the enforcement of Lender's rights under this Note (such costs, charges and
expenses being herein referred to as "COSTS"). Presentment for payment, protest,
notice of protest and notice of nonpayment are hereby waived by Debtor.
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Debtor's obligations hereunder shall be absolute and unconditional,
shall not be subject to any setoff or counterclaim and shall not be affected by
any recharacterization (whether as equity or otherwise, whether in connection
with a bankruptcy or insolvency proceeding or otherwise, and whether by order of
a court, by any governmental agency or otherwise), provided that Debtor's
obligations hereunder shall be subordinated to any obligations arising under
that certain Credit Agreement dated as of October 29, 2004 by and among Boise
Cascade Holdings, L.L.C., Boise Land & Timber Holdings, L.L.C., Debtor, Lender,
the lenders party thereto and JPMorgan Chase Bank.
In the event that, for any reason, Lender is required to turn over,
remit or disgorge any portion of principal which has been repaid, interest which
has been paid or reimbursement for Costs which has been made to any person for
any reason (including, without limitation, in connection with any bankruptcy or
insolvency proceeding or in accordance with any applicable law or order of any
court of competent jurisdiction), such amounts shall be immediately and
automatically reinstated and shall be due and payable obligations of Debtor.
At Lender's request, Debtor shall reissue this Note in two or more
denominations so as to reflect any partial sale, assignment or transfer hereof
to any person.
Debtor agrees that any delay on the part of the holder hereof in
exercising any rights hereunder shall not operate as a waiver of such rights,
and further agrees that any payments received hereunder shall be applied first
to Costs, then to interest and the balance to principal.
This Note shall be freely assignable by Lender in whole or in part,
and shall inure to the benefit of its successors and assigns. Debtor's
obligations hereunder shall be binding upon its successors and assigns; provided
that no assignment (including, without limitation, by operation of law or
otherwise) shall relieve Debtor from its obligations hereunder, which shall
remain the primary obligations of Debtor.
Debtor shall reimburse Lender for all costs and expenses, including
reasonable attorneys' fees and expenses, incurred in connection with the
drafting, negotiation, execution, enforcement and collection of this Note and
any other documents, agreements, certificates or instruments executed in
connection herewith or therewith.
This Note shall be governed by and construed in accordance with the
domestic laws of the State of Delaware, without giving effect to any choice of
law or conflict of law provision or rule (whether of the State of Delaware or
any other jurisdiction) that would cause the application of the laws of any
jurisdiction other than the State of Delaware.
* * * * *
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IN WITNESS WHEREOF, the undersigned has executed this Note as of the
date first written above.
BOISE CASCADE, L.L.C.
By: /s/ Christopher J. McGowan
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Name: Christopher J. McGowan
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Its: Vice President
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/s/ Julie M. Johnson
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Witness
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SCHEDULE I
<Table>
<Caption>
LOAN AMOUNT LOAN DATE AGGREGATE PRINCIPAL AMOUNT OF ALL LOANS
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$ 218,670,457.08 OCTOBER 29, 2004 $ 218,670,457.08
</Table>
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