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Exhibit 10.10
INSTALLMENT NOTE
$559,500,000 October 29, 2004
FOR VALUE RECEIVED, BOISE LAND & TIMBER, L.L.C., a Delaware limited liability
company ("MAKER"), promises to pay to the order of BOISE CASCADE CORPORATION
("INITIAL HOLDER"), which along with any other subsequent holder of this
promissory note, is sometimes referred to as the "HOLDER", the principal sum of
Five Hundred Fifty-Nine Million Five Hundred Thousand and No/100ths Dollars
($559,500,000) ("PRINCIPAL SUM") together with interest at the rate set out in
paragraph 1 below, in accordance with the following:
1. INTEREST. Subject to the terms of paragraph 17 below, the unpaid
Principal Sum shall bear interest from the date hereof until paid in full at a
fixed rate per annum equal to 4.982%. Such interest shall be payable on each
Payment Date (defined below). All interest payable under the terms of this Note
shall be calculated on the basis of twelve (12) 30-day months in a 360-day year.
2. PAYMENTS AND MATURITY. (a) Interest on the unpaid Principal Sum
shall be due and payable semi-annually, on the 29th day of each April and
October (each a "PAYMENT DATE"), commencing on April 29, 2005, and continuing on
each Payment Date thereafter through and until the Maturity Date.
(b) The entire unpaid Principal Sum, together with all accrued and
unpaid interest, shall mature and be due and payable in full on January
29, 2020 ("MATURITY DATE").
(c) If any payment under this Installment Note is due on a day
which is not a Business Day (defined below), such payment shall be due and
payable on the next succeeding Business Day.
3. APPLICATION AND PLACE OF PAYMENTS. All payments made on account of
this Installment Note shall be applied, first, to the payment of any unpaid and
accrued enforcement and collection costs incurred by Holder, if any, second, to
the payment of accrued and unpaid interest, and the remainder, if any, shall be
applied to the unpaid Principal Sum. All payments on account of this Installment
Note shall be paid in lawful money of the United States of America in
immediately available funds during regular business hours of Holder at the
address set out in paragraph 9 below, or at such other times and places as
Holder may at any time designate in writing by notice to Maker in accordance
with the provisions of Paragraph 9 below.
4. NO PREPAYMENT. Maker may not voluntarily prepay the Principal Sum or
any part of the Principal Sum at any time.
5. PURCHASE AGREEMENT AND RELATED TRANSACTIONS. Maker, as purchaser,
and Initial Holder, as seller, are parties to an Asset Purchase Agreement dated
as of July 26, 2004 (as such agreement may be subsequently amended, the
"PURCHASE AGREEMENT"), pursuant to which the sole member of Maker has purchased
from Initial Holder certain timberland interests (the "ASSETS"), which are more
particularly described in such Purchase Agreement, and Maker is issuing this
Installment Note in payment of the purchase price for such Assets. Wachovia
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Corporation ("GUARANTOR") has guaranteed the payment of certain obligations by
Maker under this Installment Note pursuant to a Guaranty dated as of the date of
this Installment Note (the "GUARANTY") executed by Guarantor, as guarantor, for
the benefit of Initial Holder, as beneficiary.
6. EVENTS OF DEFAULT. The occurrence of any one or more of the
following events shall constitute an event of default (individually, an "EVENT
OF DEFAULT" and collectively, the "EVENTS OF DEFAULT") under the terms of this
Installment Note:
(a) The failure of Maker to pay to Holder within three (3)
Business days of the applicable due date any and all amounts payable by
Maker to Holder under the terms of this Installment Note.
(b) If by the order of a court of competent jurisdiction, a
trustee, receiver or liquidator of Maker shall be appointed and such order
shall not be discharged or dismissed within 60 days after such
appointment.
(c) Maker (i) applies for, or consents in writing to, the
appointment of a receiver, trustee or liquidator of all or substantially
all of Maker's assets; (ii) files a voluntary petition in bankruptcy;
(iii) admits in writing Maker's inability to pay Maker's debts as they
become due or makes a general assignment for the benefit of creditors;
(iv) files a petition or an answer seeking a reorganization (other than a
reorganization not involving the liabilities of Maker) or an arrangement
with creditors or takes advantage of any bankruptcy or insolvency law; or
(v) files an answer admitting the material allegations of a petition filed
against Maker in any bankruptcy, reorganization or insolvency proceeding.
(d) An order, judgment or decree is entered by any court of
competent jurisdiction on the application of a creditor adjudicating Maker
as bankrupt or insolvent, or appointing a receiver, trustee or liquidator
of Maker, or for all or substantially all of Maker's assets, and such
order, judgment or decree continues unstayed and in effect for a period of
60 days from the date entered.
(e) If Maker shall dissolve, merge, consolidate, liquidate,
reorganize, or terminate its existence without the prior written consent
of Holder.
(f) The insolvency, receivership, conservatorship, reorganization,
winding-up, liquidation or similar occurrence in respect of the Guarantor
under any applicable law.
7. REMEDIES. Except as provided in the final sentence of this Paragraph
7, during an Event of Default, at the option of Holder, exercisable by notice in
writing to Maker, all amounts payable by Maker to Holder under the terms of this
Installment Note shall immediately become due and payable by Maker to Holder,
and Holder shall have all of the rights, powers, and remedies available under
the terms of this Installment Note and all applicable laws. Maker and all
endorsers, guarantors, and other parties who may now or in the future be
primarily or secondarily liable for the payment of the indebtedness evidenced by
this Installment Note hereby severally waive presentment, protest and demand,
notice of protest, notice of demand and of dishonor and non-payment of this
Installment Note and expressly agree that this Installment Note or any payment
under this Installment Note may be extended from time to time without in any
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way affecting the liability of Maker, guarantors and endorsers. Notwithstanding
anything in this Installment Note to the contrary, so long as the Guaranty is in
effect and Guarantor has not failed to honor, within the time permitted, any
timely and proper demand for payment under the terms of the Guaranty, the Holder
shall not have the right to accelerate the maturity of the principal under this
Installment Note or exercise any other rights and remedies under this
Installment Note at law or in equity, other than (i) to make a demand for
payment from the Guarantor under the terms of the Guaranty for accrued and
unpaid interest not paid by Maker within sixty (60) days of the applicable due
date, or (ii) to make a demand for payment from the Guarantor under the terms
of the Guaranty for the full outstanding and unpaid principal balance under this
Installment Note within 120 days after the Maturity Date.
8. EXPENSES. Maker promises to pay to Holder on demand by Holder all
costs and expenses incurred by Holder in connection with the collection and
enforcement of this Installment Note, including, without limitation, all
reasonable attorneys' fees actually incurred and expenses and all court costs.
9. NOTICES. All notices, requests and other communications to any party
under this Installment Note shall be in writing (including telecopier or similar
writing) and shall be given to such party at its address or telecopier number
set forth below or such other address or telecopier number as such party may
hereafter specify for the purpose by notice to each other party. Each such
notice, request or other communication shall be effective (i) if given by
telecopier, when such telecopy is transmitted to the telecopier number specified
in this Paragraph 9 and the confirmation is received, (ii) if given by mail, 72
hours after such communication is deposited in the mails with first class
postage prepaid, addressed as set out below or (iii) if given by any other
means, when delivered at the address specified in this Section:
Maker: BOISE LAND & TIMBER, L.L.C.
1111 W. Jefferson Street
P.O. Box 50
Boise, Idaho 83728
Attn: Thomas E. Carlile
Telephone: (208) 384-6161
Facsimile: (208) 384-4920
with a copy to: WACHOVIA CORPORATION
301 S. College Street
Charlotte, NC 28288
Attn: Thomas J. Wurtz, Treasurer
Telephone: (704) 374-2250
Facsimile: (704) 374-2040
with a copy to: WACHOVIA CORPORATION
301 South College Street
Charlotte, NC 28288
Attn: J. Parrish McCormack, Esq.
Telephone: (704) 374-6509
Facsimile: (704) 383-0353
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and a copy to: WACHOVIA BANK, NATIONAL ASSOCIATION
100 North Main Street, NC6001
Winston-Salem, NC 27150
Attn: Steve W. Whitcomb, Director
Telephone: (336) 732-2650
Facsimile: (704) 715-0065
Holder: BOISE CASCADE CORPORATION
1111 W. Jefferson Street
Boise, ID 83702
Attn: Wayne Rancourt,
Vice-president and Treasurer
Telephone: (208) 384-6073
Facsimile: (208) 384-4312
with a copy to: BOISE CASCADE CORPORATION
1111 W. Jefferson Street
Boise, ID 83702
Attn: John Holleran
Senior VP & General Counsel
Telephone: (208) 384-7704
Facsimile: (208) 384-4312
except in cases where it is expressly herein provided that such notice, request
or demand is not effective until received by the party to whom it is addressed.
10. MISCELLANEOUS. Each right, power, and remedy of Holder as provided
for in this Installment Note or now or hereafter existing under any applicable
law or otherwise shall be cumulative and concurrent and shall be in addition to
every other right, power, or remedy provided for in this Installment Note or now
or hereafter existing under applicable law, and the exercise or beginning of the
exercise by Holder of any one or more of such rights, powers, or remedies shall
not preclude the simultaneous or later exercise by Holder of any or all such
other rights, powers, or remedies. No failure or delay by Holder to insist upon
the strict performance of any term, condition, covenant, or agreement of this
Installment Note, or to exercise any right, power, or remedy consequent upon an
Event of Default, shall constitute a waiver of any such term, condition,
covenant, or agreement or of any such breach, or preclude Holder from exercising
any such right, power, or remedy at a later time or times. By accepting payment
after the due date of any amount payable under the terms of this Installment
Note, Holder shall not be deemed to waive the right either to require prompt
payment when due of all other amounts payable under the terms of this
Installment Note or to declare an Event of Default for the failure to effect
such prompt payment of any such other amount. No course of dealing or conduct
shall be effective to amend, modify, waive, release, or change any provisions of
this Installment Note. As used in this Installment Note, the singular number
shall include the plural, the plural the singular and the use of the masculine,
feminine or neuter gender shall include all genders, as the context may require.
As used in this Installment Note, the term "Business Day" means any day except a
Saturday, Sunday or other day on which commercial banks in North Carolina or
New York are authorized by law to close.
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11. PARTIAL INVALIDITY. In the event any provision of this Installment
Note (or any part of any provision) is held by a court of competent jurisdiction
to be invalid, illegal, or unenforceable in any respect, such invalidity,
illegality, or unenforceability shall not affect any other provision (or
remaining part of the affected provision) of this Installment Note; but this
Installment Note shall be construed as if such invalid, illegal, or
unenforceable provision had not been contained in this Installment Note, but
only to the extent it is invalid, illegal, or unenforceable.
12. CAPTIONS. The captions set forth in this Installment Note are for
convenience only and shall not be deemed to define, limit, or describe the scope
or intent of this Installment Note.
13. GOVERNING LAW. WITHOUT IN ANY WAY LIMITING ANY ADDITIONAL RIGHTS AND
REMEDIES WHICH HOLDER MAY HAVE UNDER THE LAWS OF ANY OTHER JURISDICTION, THIS
INSTALLMENT NOTE IS TO BE GOVERNED BY, CONSTRUED UNDER, AND ENFORCED ACCORDING
TO, THE LAWS OF NEW YORK WITH THE SAME FORCE AND EFFECT AS IF THIS INSTALLMENT
NOTE HAD BEEN EXECUTED, DELIVERED, ADMINISTERED AND REPAID SOLELY WITHIN
NEW YORK.
14. CONSENT TO JURISDICTION. MAKER IRREVOCABLY SUBMITS TO THE
JURISDICTION OF ANY STATE OR FEDERAL COURT SITTING IN THE CITY OF NEW YORK OVER
ANY SUIT, ACTION, OR PROCEEDING ARISING OUT OF OR RELATING TO THIS INSTALLMENT
NOTE. MAKER IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY
OBJECTION THAT MAKER MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY
SUCH SUIT, ACTION, OR PROCEEDING BROUGHT IN ANY SUCH COURT AND ANY CLAIM THAT
ANY SUCH SUIT, ACTION, OR PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT
IN AN INCONVENIENT FORUM. FINAL JUDGMENT IN ANY SUCH SUIT, ACTION, OR PROCEEDING
BROUGHT IN ANY SUCH COURT SHALL BE CONCLUSIVE AND BINDING UPON MAKER AND MAY BE
ENFORCED IN ANY COURT IN WHICH MAKER IS SUBJECT TO JURISDICTION BY A SUIT UPON
SUCH JUDGMENT PROVIDED THAT SERVICE OF PROCESS IS EFFECTED UPON MAKER AS
PROVIDED IN THIS INSTALLMENT NOTE OR AS OTHERWISE PERMITTED BY APPLICABLE LAW.
15. SERVICE OF PROCESS. Maker consents to process being served in any
suit, action, or proceeding instituted in connection with this Installment Note
by the mailing of a copy of such pleadings by certified mail, postage prepaid,
return receipt requested, to Maker. Maker irrevocably agrees that such service
shall be deemed to be service of process upon Maker in any such suit, action, or
proceeding. Nothing in this Section shall affect the right of Holder to serve
process in any manner otherwise permitted by law and nothing in this Section
will limit the right of Holder otherwise to bring proceedings against Maker in
the courts of any jurisdiction or jurisdictions.
16. WAIVER OF TRIAL BY JURY. TO THE FULLEST EXTENT PERMITTED BY LAW,
MAKER AND HOLDER EACH HEREBY WAIVE TRIAL BY
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JURY IN ANY ACTION OR PROCEEDING TO WHICH MAKER AND HOLDER MAY BE PARTIES,
ARISING OUT OF OR IN ANY WAY PERTAINING TO THIS INSTALLMENT NOTE. IT IS AGREED
AND UNDERSTOOD THAT THIS WAIVER CONSTITUTES A WAIVER OF TRIAL BY JURY OF ALL
CLAIMS AGAINST ALL PARTIES TO SUCH ACTIONS OR PROCEEDINGS, INCLUDING CLAIMS
AGAINST PARTIES WHO ARE NOT PARTIES TO THIS INSTALLMENT NOTE. THIS WAIVER IS
KNOWINGLY, WILLINGLY AND VOLUNTARILY MADE BY MAKER AND HOLDER, AND MAKER AND
HOLDER EACH HEREBY REPRESENT AND WARRANT THAT NO REPRESENTATIONS OF FACT OR
OPINION HAVE BEEN MADE BY ANY INDIVIDUAL TO INDUCE THIS WAIVER OF TRIAL BY JURY
OR TO IN ANY WAY MODIFY OR NULLIFY ITS EFFECT. MAKER FURTHER REPRESENTS THAT IT
HAS BEEN REPRESENTED IN THE SIGNING OF THIS INSTALLMENT NOTE AND IN THE MAKING
OF THIS WAIVER BY INDEPENDENT LEGAL COUNSEL, SELECTED OF ITS OWN FREE WILL, AND
THAT IT HAS HAD THE OPPORTUNITY TO DISCUSS THIS WAIVER WITH COUNSEL.
17. INTEREST RATE NOT TO EXCEED APPLICABLE LAWS. The interest rate or
rates required by this Installment Note shall not exceed the maximum rate
permissible under applicable laws.
18. MAKER'S OBLIGATION. Maker's obligation to pay all amounts due under
this Installment Note shall be absolute and shall not be subject to any set-off,
deduction, claim, counterclaim or other right which Maker may have against
Initial Holder pursuant to the Purchase Agreement or otherwise.
19. NO RECOURSE TO PROPERTY, ETC. Notwithstanding any provision in this
Installment Note to the contrary, Holder shall have no right, remedy or recourse
in respect of this Installment Note against either the Assets or any Maker
Party. "MAKER PARTY" means any affiliate of Maker or any of Maker's or Maker's
affiliates' respective officers, directors, agents, other representatives,
stockholders, equity holders or members (whether direct or indirect), except to
the extent any such person or entity is a successor to or assign of Maker and
subject to the obligations of this Installment Note pursuant to paragraph 20
below. Any judgment, decree or other remedy shall not be subject to execution
on, nor lien on, the Assets, the interest of Maker (or of any successor or
assign of Maker) in the Assets or any assets of any Maker Party, nor shall
Holder seek any other relief with respect to the Assets (or the interest of
Maker or successor or assign of Maker in the Assets) or any other Maker Party,
it being specifically understood and agreed that no Maker Party shall have any
personal liability for the payment of any obligations of Maker under this
Installment Note. Notwithstanding anything to the contrary contained herein,
Holder agrees that neither it nor any person acting on its behalf may assert any
claim or cause of action for payment of any of the obligations of Maker under
this Installment Note against the Assets, the interest of Maker (or any
successor or assign of Maker) in the Assets or any Maker Party.
20. ASSIGNMENT. This Installment Note may, without restriction, be
assigned, pledged, hypothecated or otherwise transferred by Holder by
endorsement or assignment and delivery. Holder shall promptly notify Maker of
the name and address of any assignee or other
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transferee. This Installment Note shall be binding upon Maker and its successors
and assigns, and the term "Maker" as used in this Agreement shall include such
successors and assigns. Maker shall have no right to assign its obligations
under this Installment Note, and any attempted assignment by Maker of such
obligations shall be void AB INITIO.
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IN WITNESS WHEREOF, Maker executed this Installment Note on the date set
forth above.
BOISE LAND & TIMBER, L.L.C., a Delaware
limited liability company
By: /s/ Thomas E. Carlile
------------------------------------
Thomas E. Carlile,
Authorized Regular Manager
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INSTALLMENT NOTE
$258,000,000 October 29, 2004
FOR VALUE RECEIVED, BOISE LAND & TIMBER, L.L.C., a Delaware limited liability
company ("MAKER"), promises to pay to the order OF BOISE SOUTHERN COMPANY
("INITIAL HOLDER"), which along with any other subsequent holder of this
promissory note, is sometimes referred to as the "HOLDER", the principal sum of
Two Hundred Fifty-Eight Million and No/l00ths Dollars ($258,000,000)
("PRINCIPAL SUM") together with interest at the rate set out in paragraph 1
below, in accordance with the following:
1. INTEREST. Subject to the terms of paragraph 17 below, the unpaid
Principal Sum shall bear interest from the date hereof until paid in full at a
fixed rate per annum equal to 4.982%. Such interest shall be payable on each
Payment Date (defined below). All interest payable under the terms of this Note
shall be calculated on the basis of twelve (12) 30-day months in a 360-day year.
2. PAYMENTS AND MATURITY. (a) Interest on the unpaid Principal Sum
shall be due and payable semi-annually, on the 29th day of each April and
October (each a "PAYMENT DATE"), commencing on April 29, 2005, and continuing on
each Payment Date thereafter through and until the Maturity Date.
(b) The entire unpaid Principal Sum, together with all accrued and
unpaid interest, shall mature and be due and payable in full on January
29, 2020 ("MATURITY DATE").
(c) If any payment under this Installment Note is due on a day
which is not a Business Day (defined below), such payment shall be due and
payable on the next succeeding Business Day.
3. APPLICATION AND PLACE OF PAYMENTS. All payments made on account of
this Installment Note shall be applied, first, to the payment of any unpaid and
accrued enforcement and collection costs incurred by Holder, if any, second, to
the payment of accrued and unpaid interest, and the remainder, if any, shall be
applied to the unpaid Principal Sum. All payments on account of this Installment
Note shall be paid in lawful money of the United States of America in
immediately available funds during regular business hours of Holder at the
address set out in paragraph 9 below, or at such other times and places as
Holder may at any time designate in writing by notice to Maker in accordance
with the provisions of Paragraph 9 below.
4. NO PREPAYMENT. Maker may not voluntarily prepay the Principal Sum or
any part of the Principal Sum at any time.
5. PURCHASE AGREEMENT AND RELATED TRANSACTIONS. Maker, as purchaser,
and Initial Holder, as seller, are parties to an Asset Purchase Agreement dated
as of July 26, 2004 (as such agreement may be subsequently amended, the
"PURCHASE AGREEMENT"), pursuant to which the sole member of Maker has purchased
from Initial Holder certain timberland interests (the "ASSETS"), which are more
particularly described in such Purchase Agreement, and Maker is issuing this
Installment Note in payment of the purchase price for such Assets. Wachovia
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Corporation ("GUARANTOR") has guaranteed the payment of certain obligations by
Maker under this Installment Note pursuant to a Guaranty dated as of the date of
this Installment Note (the "GUARANTY") executed by Guarantor, as guarantor, for
the benefit of Initial Holder, as beneficiary.
6. EVENTS OF DEFAULT. The occurrence of any one or more of the
following events shall constitute an event of default (individually, an "EVENT
OF DEFAULT" and collectively, the "EVENTS OF DEFAULT") under the terms of this
Installment Note:
(a) The failure of Maker to pay to Holder within three (3)
Business days of the applicable due date any and all amounts payable by
Maker to Holder under the terms of this Installment Note.
(b) If by the order of a court of competent jurisdiction, a
trustee, receiver or liquidator of Maker shall be appointed and such order
shall not be discharged or dismissed within 60 days after such
appointment.
(c) Maker (i) applies for, or consents in writing to, the
appointment of a receiver, trustee or liquidator of all or substantially
all of Maker's assets; (ii) files a voluntary petition in bankruptcy;
(iii) admits in writing Maker's inability to pay Maker's debts as they
become due or makes a general assignment for the benefit of creditors;
(iv) files a petition or an answer seeking a reorganization (other than a
reorganization not involving the liabilities of Maker) or an arrangement
with creditors or takes advantage of any bankruptcy or insolvency law; or
(v) files an answer admitting the material allegations of a petition filed
against Maker in any bankruptcy, reorganization or insolvency proceeding.
(d) An order, judgment or decree is entered by any court of
competent jurisdiction on the application of a creditor adjudicating Maker
as bankrupt or insolvent, or appointing a receiver, trustee or liquidator
of Maker, or for all or substantially all of Maker's assets, and such
order, judgment or. decree continues unstayed and in effect for a period
of 60 days from the date entered.
(e) If Maker shall dissolve, merge, consolidate, liquidate,
reorganize, or terminate its existence without the prior written consent
of Holder.
(f) The insolvency, receivership, conservatorship, reorganization,
winding-up, liquidation or similar occurrence in respect of the Guarantor
under any applicable law.
7. REMEDIES. Except as provided in the final sentence of this Paragraph
7, during an Event of Default, at the option of Holder, exercisable by notice in
writing to Maker, all amounts payable by Maker to Holder under the terms of this
Installment Note shall immediately become due and payable by Maker to Holder,
and Holder shall have all of the rights, powers, and remedies available under
the terms of this Installment Note and all applicable laws. Maker and all
endorsers, guarantors, and other parties who may now or in the future be
primarily or secondarily liable for the payment of the indebtedness evidenced by
this Installment Note hereby severally waive presentment, protest and demand,
notice of protest, notice of demand and of dishonor and non-payment of this
Installment Note and expressly agree that this Installment Note or any payment
under this Installment Note may be extended from time to time without in any
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way affecting the liability of Maker, guarantors and endorsers. Notwithstanding
anything in this Installment Note to the contrary, so long as the Guaranty is in
effect and Guarantor has not failed to honor, within the time permitted, any
timely and proper demand for payment under the terms of the Guaranty, the Holder
shall not have the right to accelerate the maturity of the principal under this
Installment Note or exercise any other rights and remedies under this
Installment Note at law or in equity, other than (i) to make a demand for
payment from the Guarantor under the terms of the Guaranty for accrued and
unpaid interest not paid by Maker within sixty (60) days of the applicable due
date, or (ii) to make a demand for payment from the Guarantor under the terms of
the Guaranty for the full outstanding and unpaid principal balance under this
Installment Note within 120 days after the Maturity Date.
8. EXPENSES. Maker promises to pay to Holder on demand by Holder all
costs and expenses incurred by Holder in connection with the collection and
enforcement of this Installment Note, including, without limitation, all
reasonable attorneys' fees actually incurred and expenses and all court costs.
9. NOTICES. All notices, requests and other communications to any party
under this Installment Note shall be in writing (including telecopier or similar
writing) and shall be given to such party at its address or telecopier number
set forth below or such other address or telecopier number as such party may
hereafter specify for the purpose by notice to each other party. Each such
notice, request or other communication shall be effective (i) if given by
telecopier, when such telecopy is transmitted to the telecopier number specified
in this Paragraph 9 and the confirmation is received, (ii) if given by mail, 72
hours after such communication is deposited in the mails with first class
postage prepaid, addressed as set out below or (iii) if given by any other
means, when delivered at the address specified in this Section:
Maker: BOISE LAND & TIMBER, L.L.C.
1111 W. Jefferson Street
P.O. Box 50
Boise, Idaho 83728
Attn: Thomas E. Carlile
Telephone: (208) 384-6161
Facsimile: (208) 384-4920
with a copy to: WACHOVIA CORPORATION
301 S. College Street
Charlotte, NC 28288
Attn: Thomas J. Wurtz, Treasurer
Telephone: (704) 374-2250
Facsimile: (704) 374-2040
and a copy to: WACHOVIA CORPORATION
301 S. College Street
Charlotte, NC 28288
Attn: Parrish McCormack, Esq.
Telephone: (704) 374-6509
Facsimile: (704) 388-0353
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and a copy to: WACHOVIA BANK, NATIONAL ASSOCIATION
100 North Main Street, NC 6001
Winston-Salem, NC 27150
Attn: Steve W. Whitcomb, Director
Telephone: (336) 732-2650
Facsimile: (704) 715-0065
Holder: BOISE SOUTHERN COMPANY
1111 W. Jefferson Street
Boise, ID 83702
Attn: Wayne Rancourt,
Vice-President and Treasurer
Telephone: (208) 384-6073
Facsimile: (208) 384-4312
with a copy to: BOISE CASCADE CORPORATION
1111 W. Jefferson Street
Boise, ID 83702
Attn: John Holleran
Senior VP & General Counsel
Telephone: (208) 384-7704
Facsimile: (208) 384-4312
except in cases where it is expressly herein provided that such notice, request
or demand is not effective until received by the party to whom it is addressed.
10. MISCELLANEOUS. Each right, power, and remedy of Holder as provided
for in this Installment Note or now or hereafter existing under any applicable
law or otherwise shall be cumulative and concurrent and shall be in addition to
every other right, power, or remedy provided for in this Installment Note or now
or hereafter existing under applicable law, and the exercise or beginning of the
exercise by Holder of any one or more of such rights, powers, or remedies shall
not preclude the simultaneous or later exercise by Holder of any or all such
other rights, powers, or remedies. No failure or delay by Holder to insist upon
the strict performance of any term, condition, covenant, or agreement of this
Installment Note, or to exercise any right, power, or remedy consequent upon an
Event of Default, shall constitute a waiver of any such term, condition,
covenant, or agreement or of any such breach, or preclude Holder from exercising
any such right, power, or remedy at a later time or times. By accepting payment
after the due date of any amount payable under the terms of this Installment
Note, Holder shall not be deemed to waive the right either to require prompt
payment when due of all other amounts payable under the terms of this
Installment Note or to declare an Event of Default for the failure to effect
such prompt payment of any such other amount. No course of dealing or conduct
shall be effective to amend, modify, waive, release, or change any provisions of
this Installment Note. As used in this Installment Note, the singular number
shall include the plural, the plural the singular and the use of the masculine,
feminine or neuter gender shall include all genders, as the context may require.
As used in this Installment Note, the term "Business Day" means any day except a
Saturday, Sunday or other day on which commercial banks in North Carolina or
New York are authorized by law to close.
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11. PARTIAL INVALIDITY. In the event any provision of this Installment
Note (or any part of any provision) is held by a court of competent jurisdiction
to be invalid, illegal, or unenforceable in any respect, such invalidity,
illegality, or unenforceability shall not affect any other provision (or
remaining part of the affected provision) of this Installment Note; but this
Installment Note shall be construed as if such invalid, illegal, or
unenforceable provision had not been contained in this Installment Note, but
only to the extent it is invalid, illegal, or unenforceable.
12. CAPTIONS. The captions set forth in this Installment Note are for
convenience only and shall not be deemed to define, limit, or describe the scope
or intent of this Installment Note.
13. GOVERNING LAW. WITHOUT IN ANY WAY LIMITING ANY ADDITIONAL RIGHTS AND
REMEDIES WHICH HOLDER MAY HAVE UNDER THE LAWS OF ANY OTHER JURISDICTION, THIS
INSTALLMENT NOTE IS TO BE GOVERNED BY, CONSTRUED UNDER, AND ENFORCED ACCORDING
TO, THE LAWS OF NEW YORK WITH THE SAME FORCE AND EFFECT AS IF THIS INSTALLMENT
NOTE HAD BEEN EXECUTED, DELIVERED, ADMINISTERED AND REPAID SOLELY WITHIN NEW
YORK.
14. CONSENT TO JURISDICTION. MAKER IRREVOCABLY SUBMITS TO THE
JURISDICTION OF ANY STATE OR FEDERAL COURT SITTING IN THE CITY OF NEW YORK OVER
ANY SUIT, ACTION, OR PROCEEDING ARISING OUT OF OR RELATING TO THIS INSTALLMENT
NOTE, MAKER IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY
OBJECTION THAT MAKER MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY
SUCH SUIT, ACTION, OR PROCEEDING BROUGHT IN ANY SUCH COURT AND ANY CLAIM THAT
ANY SUCH SUIT, ACTION, OR PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT
IN AN INCONVENIENT FORUM. FINAL JUDGMENT IN ANY SUCH SUIT, ACTION, OR PROCEEDING
BROUGHT IN ANY SUCH COURT SHALL BE CONCLUSIVE AND BINDING UPON MAKER AND MAY BE
ENFORCED IN ANY COURT IN WHICH MAKER IS SUBJECT TO JURISDICTION BY A SUIT UPON
SUCH JUDGMENT PROVIDED THAT SERVICE OF PROCESS IS EFFECTED UPON MAKER AS
PROVIDED IN THIS INSTALLMENT NOTE OR AS OTHERWISE PERMITTED BY APPLICABLE LAW.
15. SERVICE OF PROCESS. Maker consents to process being served in any
suit, action, or proceeding instituted in connection with this Installment Note
by the mailing of a copy of such pleadings by certified mail, postage prepaid,
return receipt requested, to Maker. Maker irrevocably agrees that such service
shall be deemed to be service of process upon Maker in any such suit, action, or
proceeding. Nothing in this Section shall affect the right of Holder to serve
process in any manner otherwise permitted by law and nothing in this Section
will limit the right of Holder otherwise to bring proceedings against Maker in
the courts of any jurisdiction or jurisdictions.
16. WAIVER OF TRIAL BY JURY. TO THE FULLEST EXTENT PERMITTED BY LAW,
MAKER AND HOLDER EACH HEREBY WAIVE TRIAL BY
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JURY IN ANY ACTION OR PROCEEDING TO WHICH MAKER AND HOLDER MAY BE PARTIES,
ARISING OUT OF OR IN ANY WAY PERTAINING TO THIS INSTALLMENT NOTE. IT IS AGREED
AND UNDERSTOOD THAT THIS WAIVER CONSTITUTES A WAIVER OF TRIAL BY JURY OF ALL
CLAIMS AGAINST ALL PARTIES TO SUCH ACTIONS OR PROCEEDINGS, INCLUDING CLAIMS
AGAINST PARTIES WHO ARE NOT PARTIES TO THIS INSTALLMENT NOTE. THIS WAIVER IS
KNOWINGLY, WILLINGLY AND VOLUNTARILY MADE BY MAKER AND HOLDER, AND MAKER AND
HOLDER EACH HEREBY REPRESENT AND WARRANT THAT NO REPRESENTATIONS OF FACT OR
OPINION HAVE BEEN MADE BY ANY INDIVIDUAL TO INDUCE THIS WAIVER OF TRIAL BY JURY
OR TO IN ANY WAY MODIFY OR NULLIFY ITS EFFECT. MAKER FURTHER REPRESENTS THAT IT
HAS BEEN REPRESENTED IN THE SIGNING OF THIS INSTALLMENT NOTE AND IN THE MAKING
OF THIS WAIVER BY INDEPENDENT LEGAL COUNSEL, SELECTED OF ITS OWN FREE WILL, AND
THAT IT HAS HAD THE OPPORTUNITY TO DISCUSS THIS WAIVER WITH COUNSEL.
17. INTEREST RATE NOT TO EXCEED APPLICABLE LAWS. The interest rate or
rates. required by this Installment Note shall not exceed the maximum rate
permissible under applicable laws.
18. MAKER'S OBLIGATION. Maker's obligation to pay all amounts due under
this Installment Note shall be absolute and shall not be subject to any set-off,
deduction, claim, counterclaim or other right which Maker may have against
Initial Holder pursuant to the Purchase Agreement or otherwise.
19. NO RECOURSE TO PROPERTY, ETC. Notwithstanding any provision in this
Installment Note to the contrary, Holder shall have no right, remedy or recourse
in respect of this Installment Note against either the Assets or any Maker
Party. "MAKER PARTY" means any affiliate of Maker or any of Maker's or Maker's
affiliates' respective officers, directors, agents, other representatives,
stockholders, equity holders or members (whether direct or indirect), except to
the extent any such person or entity is a successor to or assign of Maker and
subject to the obligations of this Installment Note pursuant to paragraph 20
below. Any judgment, decree or other, remedy shall not be subject to execution
on, nor lien on, the Assets, the interest of Maker (or of any successor or
assign of Maker) in the Assets or any assets of any Maker Party, nor shall
Holder seek any other relief with respect to the Assets (or the interest of
Maker or successor or assign of Maker in the Assets) or any other Maker Party,
it being specifically understood and agreed that no Maker Party shall have any
personal liability for the payment of any obligations of Maker under this
Installment Note. Notwithstanding anything to the contrary contained herein,
Holder agrees that neither it nor any person acting on its behalf may assert any
claim or cause of action for payment of any of the obligations of Maker under
this Installment Note against the Assets, the interest of Maker (or any
successor or assign of Maker) in the Assets or any Maker Party.
20. ASSIGNMENT. This Installment Note may, without restriction, be
assigned, pledged, hypothecated or otherwise transferred by Holder by
endorsement or assignment and delivery. Holder shall promptly notify Maker of
the name and address of any assignee or other
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transferee. This Installment Note shall be binding upon Maker and its successors
and assigns, and the terra "Maker" as used in this Agreement shall include such
successors and assigns. Maker shall have no right to assign its obligations
under this Installment Note, and any attempted assignment by Maker of such
obligations shall be void AB INITIO.
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IN WITNESS WHEREOF, Maker executed this Installment Note on the date set
forth above.
BOISE LAND & TIMBER, L.L.C., a Delaware
limited liability company
By: /s/ Thomas E. Carlile
------------------------------------
Thomas E. Carlile,
Authorized Regular Manager
<Page>
INSTALLMENT NOTE
$817,500,000 October 29, 2004
FOR VALUE RECEIVED, BOISE LAND & TIMBER II, L.L.C., a Delaware limited liability
company ("MAKER"), promises to pay to the order of BOISE CASCADE CORPORATION
("INITIAL HOLDER"), which along with any other subsequent holder of this
promissory note, is sometimes referred to as the "HOLDER", the principal sum of
Eight Hundred Seventeen Million Five Hundred Thousand and No/l00th(s) Dollars
($817,500,000) ("PRINCIPAL SUM") together with interest at the rate set out in
paragraph 1 below, in accordance with the following:
1. INTEREST. Subject to the terms of paragraph 17 below, the unpaid
Principal Sum shall bear interest from the date hereof until paid in full at a
fixed rate per annum equal to 5.112% Such interest shall be payable on each
Payment Date (defined below). All interest payable under the terms of this Note
shall be calculated on the basis of twelve (12) 30-day months in a 360-day year.
2. PAYMENTS AND MATURITY, (a) Merest on the unpaid Principal Sum shall
be due and payable semi-annually, on the 29th day of each April and October
(each a "Payment Date"), commencing on April 29, 2005, and continuing on each
Payment Date thereafter through and until the Maturity Date.
(b) The entire unpaid Principal Sum, together with all accrued and
unpaid interest, shall mature and be due and payable in full on January
29, 2020 ("MATURITY Date").
(c) If any payment under this Installment Note is due on a day
which is not a Business Day (defined below), such payment shall be due and
payable on the next succeeding Business Day.
3. APPLICATION AND PLACE OF PAYMENTS. All payments made on account of
this Installment Note shall be applied, first, to the payment of any unpaid and
accrued enforcement and collection costs incurred by Holder, if any, second, to
the payment of accrued and unpaid interest, and the remainder, if any, shall be
applied to the unpaid Principal Sum. All payments on account of this Installment
Note shall be paid in lawful money of the United States of America in
immediately available funds during regular business hours of Holder at the
address set out in paragraph 9 below, or at such other times and places as
Holder may at any time designate in writing by notice to Maker in accordance
with the provisions of Paragraph 9 below.
4. NO PREPAYMENT. Maker may not voluntarily prepay the Principal Sum or
any part of the Principal Sum at any time.
5. PURCHASE AGREEMENT AND RELATED TRANSACTIONS. Maker, as purchaser,
and Initial Holder, as seller, are parties to an Asset Purchase Agreement dated
as of July 26, 2004 (as such agreement may be subsequently amended, the
"PURCHASE AGREEMENT"), pursuant to which the sole member of Maker has purchased
from Initial Holder certain timberland interests (the "ASSETS"), which are more
particularly described in such Purchase Agreement, and Maker is issuing this
Installment Note in payment of the purchase price for such Assets. Lehman
Brothers
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Holdings Inc. ("GUARANTOR") has guaranteed the payment of certain obligations by
Maker under this Installment Note pursuant to a Guaranty dated as of the date of
this Installment Note (the "GUARANTY") executed by Guarantor, as guarantor, for
the benefit of Initial Holder, as beneficiary.
6. EVENTS OF DEFAULT. The occurrence of any one or more of the
following events shall constitute an event of default (individually, an "EVENT
OF DEFAULT" and collectively, the "EVENTS OF DEFAULT") under the terms of this
Installment Note:
(a) The failure of Maker to pay to Holder within three (3) Business
days of the applicable due date any and all amounts payable by Maker to
Holder under the terms of this Installment Note.
(b) If by the order of a court of competent jurisdiction, a
trustee, receiver or liquidator of Maker shall be appointed and such order
shall not be discharged or dismissed within 60 days after such
appointment.
(c) Maker (i) applies for, or consents in writing to, the
appointment of a receiver, trustee or liquidator of all or substantially
all of Maker's assets; (ii) files a voluntary petition in bankruptcy;
(iii) admits in writing Maker's inability to pay Maker's debts as they
become due or makes a general assignment for the benefit of creditors;
(iv) files a petition or an answer seeking a reorganization (other than a
reorganization not involving the liabilities of Maker) or an arrangement
with creditors or takes advantage of any bankruptcy or insolvency law; or
(v) files an answer admitting the material allegations of a petition filed
against Maker in any bankruptcy, reorganization or insolvency proceeding.
(d) An order, judgment or decree is entered by any court of
competent jurisdiction on the application of a creditor adjudicating Maker
as bankrupt or insolvent, or appointing a receiver, trustee or liquidator
of Maker, or for all or substantially all of Maker's assets, and such
order, judgment or decree continues unstayed and in effect for a period of
60 days from the date entered.
(e) If Maker shall dissolve, merge, consolidate, liquidate,
reorganize, or terminate its existence without the prior written consent
of Holder.
(f) The insolvency, receivership, conservatorship, reorganization,
winding-up, liquidation or similar occurrence in respect of the Guarantor
under any applicable law.
7. REMEDIES. Except as provided in the final sentence of this Paragraph
7, during an Event of Default, at the option of Holder, exercisable by notice in
writing to Maker, all amounts payable by Maker to Holder under the terms of this
Installment Note shall immediately become due and payable by Maker to Holder,
and Holder shall have all of the rights, powers, and remedies available under
the terms of this Installment Note and all applicable laws. Maker and all
endorsers, guarantors, and other parties who may now or in the future be
primarily or secondarily liable for the payment of the indebtedness evidenced by
this Installment Note hereby severally waive presentment, protest and demand,
notice of protest, notice of demand and of dishonor and non-payment of this
Installment Note and expressly agree that this Installment Note or any payment
under this Installment Note may be extended from time to time without in any
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way affecting the liability of Maker, guarantors and endorsers. Notwithstanding
anything in this Installment Note to the contrary, so long as the Guaranty is in
effect and Guarantor has not failed to honor, within the time permitted, any
timely and proper demand for payment under the terms of the Guaranty, the Holder
shall not have the right to accelerate the maturity of the principal under this
Installment Note or exercise any other rights and remedies under this
Installment Note at law or in equity, other than (i) to make a demand for
payment from the Guarantor under the terms of the Guaranty for accrued and
unpaid interest not paid by Maker within sixty (60) days of the applicable due
date, or (ii) to make a demand for payment from the Guarantor under the terms of
the Guaranty for the fill outstanding and unpaid principal balance under this
Installment Note within 120 days after the Maturity Date.
8. EXPENSES. Maker promises to pay to Holder on demand by Holder all
costs and expenses incurred by Holder in connection with the collection and
enforcement of this Installment Note, including, without limitation, all
reasonable attorneys' fees actually incurred and expenses and all court costs.
9. NOTICES. All notices, requests and other communications to any party
under this Installment Note shall be in writing (including telecopier or similar
writing) and shall be given to such party at its address or telecopier number
set forth below or such other address or telecopier number as such party may
hereafter specify for the purpose by notice to each other party. Each such
notice, request or other communication shall be effective (i) if given by
telecopier, when such telecopy is transmitted to the telecopier number specified
in this Paragraph 9 and the confirmation is received, (ii) if given by mail, 72
hours after such communication is deposited in the mails with first class
postage prepaid, addressed as set out below or (iii) if given by any other
means, when delivered at the address specified in this Section:
Maker: BOISE LAND & TIMBER II, L.L.C.
1111 W. Jefferson Street
P.O. Box 50
Boise, Idaho 83728
Attn: Thomas E. Carlile
Telephone: (208) 384-6161
Facsimile: (208) 384-4920
with a copy to: LEHMAN BROTHERS HOLDINGS INC.
745 Seventh Avenue, 14th Floor
New York, NY 10019
Attn: Global Treasurer
Telephone: (212) 526-7000
Facsimile: (646) 758-3204
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and a copy to: LEHMAN BROTHERS HOLDINGS INC.
745 Seventh Avenue, 5/F
New York, NY 10019
Attn: US Product Development
Telephone: (212) 526-2378
Facsimile: (212) 520-0076
Holder: BOISE CASCADE CORPORATION
1111 W. Jefferson Street
Boise, ID 83702
Attn: Wayne Rancourt,
Vice-President and Treasurer
Telephone: (208) 384-6073
Facsimile: (208) 384-4312
with a copy to: BOISE CASCADE CORPORATION
111l W. Jefferson Street
Boise, ID 83702
Attn: John Hollcran
Senior VP & General Counsel
Telephone: (208) 384-7704
Facsimile: (208) 384-4312
except in cases where it is expressly herein provided that such notice, request
or demand is not effective until received by the party to whom it is addressed.
10. MISCELLANEOUS. Each right, power, and remedy of Holder as provided
for in this Installment Note or now or hereafter existing under any applicable
law or otherwise shall be cumulative and concurrent and shall be in addition to
every other right, power, or remedy provided for in this Installment Note or now
or hereafter existing under applicable law, and the exercise or beginning of the
exercise by Holder of any one or more of such rights, powers, or remedies shall
not preclude the simultaneous or later exercise by Holder of any or all such
other rights, powers, or remedies. No failure or delay by Holder to insist upon
the strict performance of any term, condition, covenant, or agreement of this
Installment Note, or to exercise any right, power, or remedy consequent upon an
Event of Default, shall constitute a waiver of any such term, condition,
covenant, or agreement or of any such breach, or preclude Holder from exercising
any such right, power, or remedy at a later time or times. By accepting payment
after the due date of any amount payable under the terms of this Installment
Note, Holder shall not be deemed to waive the right either to require prompt
payment when due of all other amounts payable under the terms of this
Installment Note or to declare an Event of Default for the failure to effect
such prompt payment of any such other amount. No course of dealing or conduct
shall be effective to amend, modify, waive, release, or change any provisions of
this Installment Note. As used in this Installment Note, the singular number
shall include the plural, the plural the singular and the use of the masculine,
feminine or neuter gender shall include all genders, as the context may require.
As used in this Installment Note, the term "Business Day" means any day except a
Saturday, Sunday or other day on which commercial banks in North Carolina or New
York are authorized by law to close.
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11. PARTIAL INVALIDITY. In the event any provision of this Installment
Note (or any part of any provision) is held by a court of competent jurisdiction
to be invalid, illegal, or unenforceable in any respect, such invalidity,
illegality, or unenforceability shall not affect any other provision (or
remaining part of the affected provision) of this Installment Note; but this
Installment Note shall be construed as if such invalid, illegal, or
unenforceable provision had not been contained in this Installment Note, but
only to the extent it is invalid, illegal, or unenforceable.
12. CAPTIONS. The captions set forth in this Installment Note are for
convenience only and shall not be deemed to define, limit, or describe the scope
or intent of this Installment Note.
13. GOVERNING LAW. WITHOUT IN ANY WAY LIMITING ANY ADDITIONAL RIGHTS AND
REMEDIES WHICH HOLDER MAY HAVE UNDER THE LAWS OF ANY OTHER JURISDICTION, THIS
INSTALLMENT NOTE IS TO BE GOVERNED BY, CONSTRUED UNDER, AND ENFORCED ACCORDING
TO, THE LAWS OF NEW YORK WITH THE SAME FORCE AND EFFECT AS IF THIS INSTALLMENT
NOTE HAD BEEN EXECUTED, DELIVERED, ADMINISTERED AND REPAID SOLELY WITHIN NEW
YORK.
14. CONSENT TO JURISDICTION. MAKER IRREVOCABLY SUBMITS TO THE
JURISDICTION OF ANY STATE OR FEDERAL COURT SITTING IN THE CITY OF NEW YORK OVER
ANY SUIT, ACTION, OR PROCEEDING ARISING OUT OF OR RELATING TO THIS INSTALLMENT
NOTE. MAKER IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY
OBJECTION THAT MAKER MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY
SUCH SUIT, ACTION, OR PROCEEDING BROUGHT IN ANY SUCH COURT AND ANY CLAIM THAT
ANY SUCH SUIT, ACTION, OR PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT
IN AN INCONVENIENT FORUM. FINAL JUDGMENT IN ANY SUCH SUIT, ACTION, OR PROCEEDING
BROUGHT IN ANY SUCH COURT SHALL BE CONCLUSIVE AND BINDING UPON MAKER AND MAY BE
ENFORCED IN ANY COURT IN WHICH MAKER IS SUBJECT TO JURISDICTION BY A SUIT UPON
SUCH JUDGMENT PROVIDED THAT SERVICE OF PROCESS IS EFFECTED UPON MAKER AS
PROVIDED IN THIS INSTALLMENT NOTE OR AS OTHERWISE PERMITTED BY APPLICABLE LAW.
15. SERVICE OF PROCESS. Maker consents to process being served in any
suit, action, or proceeding instituted in connection with this Installment Note
by the mailing of a copy of such pleadings by certified mail, postage prepaid,
return receipt requested, to Maker. Maker irrevocably agrees that such service
shall be deemed to be service of process upon Maker in any such suit, action, or
proceeding. Nothing in this Section shall affect the right of Holder to serve
process in any manner otherwise permitted by law and nothing in this Section
will limit the right of Holder otherwise to bring proceedings against Maker in
the courts of any jurisdiction or jurisdictions.
16. WAIVER OF TRIAL BY JURY. TO THE FULLEST EXTENT PERMITTED BY LAW,
MAKER AND HOLDER EACH HEREBY WAIVE TRIAL BY
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JURY IN ANY ACTION OR PROCEEDING TO WHICH MAKER AND HOLDER MAY BE PARTIES,
ARISING OUT OF OR IN ANY WAY PERTAINING TO THIS INSTALLMENT NOTE. IT IS AGREED
AND UNDERSTOOD THAT THIS WAIVER CONSTITUTES A WAIVER OF TRIAL BY JURY OF ALL
CLAIMS AGAINST ALL PARTIES TO SUCH ACTIONS OR PROCEEDINGS, INCLUDING CLAIMS
AGAINST PARTIES WHO ARE NOT PARTIES TO THIS INSTALLMENT NOTE. THIS WAIVER IS
KNOWINGLY, WILLINGLY AND VOLUNTARILY MADE BY MAKER AND HOLDER, AND MAKER AND
HOLDER EACH HEREBY REPRESENT AND WARRANT THAT NO REPRESENTATIONS OF FACT OR
OPINION HAVE BEEN MADE BY ANY INDIVIDUAL TO INDUCE THIS WAIVER OF TRIAL BY JURY
OR TO IN ANY WAY MODIFY OR NULLIFY ITS EFFECT. MAKER FURTHER REPRESENTS THAT IT
HAS BEEN REPRESENTED IN THE SIGNING OF THIS INSTALLMENT NOTE AND IN THE MAKING
OF THIS WAIVER BY INDEPENDENT LEGAL COUNSEL, SELECTED OF ITS OWN FREE WILL, AND
THAT IT HAS HAD THE OPPORTUNITY TO DISCUSS THIS WAIVER WITH COUNSEL.
17. INTEREST RATE NOT TO EXCEED APPLICABLE LAWS. The interest rate or
rates required by this Installment Note shall not exceed the maximum rate
permissible under applicable laws.
18. MAKER'S OBLIGATION. Maker's obligation to pay all amounts due under
this Installment Note shall be absolute and shall not be subject to any set-off,
deduction, claim, counterclaim or other right which Maker, may have against
Initial Holder pursuant to the Purchase Agreement or otherwise.
19. NO RECOURSE TO PROPERTY, ETC. Notwithstanding any provision in this
Installment Note to the contrary, Holder shall have no right, remedy or recourse
in respect of this Installment Note against either the Assets or any Maker
Party. "MAKER PARTY" means any affiliate of Maker or any of Maker's or Maker's
affiliates* respective officers, directors, agents, other representatives,
stockholders, equity holders or members (whether direct or indirect), except to
the extent any such person or entity is a successor to or assign of Maker and
subject to the obligations of this Installment Note pursuant to paragraph 20
below. Any judgment, decree or other remedy shall not be subject to execution
on, nor lien on, the Assets, the interest of Maker (or of any successor or
assign of Maker) in the Assets or any assets of any Maker Party, nor shall
Holder seek any other relief with respect to the Assets (or the interest of
Maker or successor or assign of Maker in the Assets) or any other Maker Party,
it being specifically understood and agreed that no Maker Party shall have any
personal liability for the payment of any obligations of Maker under this
Installment Note. Notwithstanding anything to the contrary contained herein,
Holder agrees that neither it nor any person acting on its behalf may assert any
claim or cause of action for payment of any of the obligations of Maker under
this Installment Note against the Assets, the interest of Maker (or any
successor or assign of Maker) in the Assets or any Maker Party.
20. ASSIGNMENT. This Installment Note may, without restriction, be
assigned, pledged, hypothecated or otherwise transferred by Holder by
endorsement or assignment and delivery. Holder shall promptly notify Maker of
the name and address of any assignee or other
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transferee. This Installment Note shall be binding upon Maker and its successors
and assigns, and the term "Maker" as used in this Agreement shall include such
successors and assigns. Maker shall have no right to assign its obligations
under this Installment Note, and any attempted assignment by Maker of such
obligations shall be void AB INITIO.
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IN WITNESS WHEREOF, Maker executed this Installment Note on the date set
forth above.
BOISE LAND & TIMBER II, L.L.C., a
Delaware limited liability company
By: /s/ Thomas E. Carlile
------------------------------------
Thomas E. Carlile,
Authorized Regular Manager