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Exhibit 10.8
EXECUTION COPY
REAFFIRMATION AGREEMENT, dated as of April 18, 2005, among
BOISE CASCADE HOLDINGS, L.L.C. ("BC HOLDINGS"), BOISE LAND &
TIMBER HOLDINGS CORP. ("TIMBER HOLDINGS" and together with BC
Holdings, the "HOLDING COMPANIES"), BOISE CASCADE, L.L.C. (the
"BC BORROWER"), BOISE LAND & TIMBER CORP. (the "TIMBER BORROWER"
and together with the BC Borrower, the "BORROWERS"), the
subsidiaries of the BC Borrower and the Timber Borrower
identified on Schedule I hereto (together with the Holding
Companies and the Borrower, the "REAFFIRMING PARTIES") and
JPMORGAN CHASE BANK, N.A. ("JPMCB"), as Administrative Agent and
Collateral Agent under the Restated Credit Agreement referred to
below.
WHEREAS, the Holding Companies, the Borrowers, the Lenders party
thereto, and JPMCB have entered into an Amendment and Restatement Agreement
dated as of April 18, 2005 (the "AMENDMENT AND RESTATEMENT AGREEMENT"), which
provides for the amendment and restatement of the Credit Agreement dated as of
October 29, 2004 (as in effect prior to such amendment and restatement, the
"EXISTING CREDIT AGREEMENT", and as amended and restated pursuant to the
Amendment and Restatement Agreement, the "RESTATED CREDIT AGREEMENT"), among the
Holding Companies, the Borrowers, the Lenders from time to time party thereto
and JPMCB, as Administrative Agent;
WHEREAS, each of the Reaffirming Parties is party to one or more of
the Security Documents (such term and each other capitalized term used but not
defined herein having the meaning assigned in the Restated Credit Agreement);
WHEREAS, each Reaffirming Party expects to realize, or has realized,
substantial direct or indirect benefits as a result of the consummation of the
transactions contemplated by the Amendment and Restatement Agreement; and
WHEREAS, the execution and delivery of this Agreement is a condition
precedent to the consummation of the transactions contemplated by the Amendment
and Restatement Agreement;
NOW, THEREFORE, in consideration of the foregoing and for other good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
ARTICLE I
REAFFIRMATION/AMENDMENT AND RESTATEMENT
SECTION 1.01. REAFFIRMATION. (a) Each of the Reaffirming Parties
hereby consents to the Amendment and Restatement Agreement and the transactions
contemplated thereby and hereby confirms its respective guarantees, pledges,
grants of security interests and other agreements, as applicable, under each of
the Security
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Documents to which it is party, and agrees that, notwithstanding the
effectiveness of the Amendment and Restatement Agreement and the consummation of
the transactions contemplated thereby, such guarantees, pledges, grants of
security interests and other agreements shall continue to be in full force and
effect and shall accrue to the benefit of the Lenders under the Restated Credit
Agreement.
(b) Each of the Reaffirming Parties hereby confirms and agrees that
the obligations of the BC Borrower in respect of the Tranche D Term Loans
constitute Obligations under each of the Security Documents.
SECTION 1.02. AMENDMENT AND RESTATEMENT. On and after the
effectiveness of the Amendment and Restatement Agreement, each reference in each
Security Document to the "Credit Agreement", "thereunder", "thereof" or words of
like import shall mean and be a reference to the Restated Credit Agreement as
such agreement may be amended, modified or supplemented and in effect from time
to time.
ARTICLE II
REPRESENTATIONS AND WARRANTIES
Each Reaffirming Party hereby represents and warrants that:
SECTION 2.01. ORGANIZATION. Such Reaffirming Party is duly organized,
validly existing and in good standing under the laws of the jurisdiction of its
organization.
SECTION 2.02. AUTHORITY; ENFORCEABILITY. Such Reaffirming Party has
the power and authority to execute and deliver this Agreement and has taken all
necessary action to authorize the execution and delivery by it of this
Agreement. Such Reaffirming Party has duly executed and delivered this
Agreement, and this Agreement constitutes its legal, valid and binding
obligation, enforceable against it in accordance with its terms.
SECTION 2.03. SECURITY DOCUMENTS. The representations and warranties
of such Reaffirming Party contained in each Security Document to which it is a
party are true and correct on and as of the date hereof with the same effect as
though made on and as of such date, except to the extent such representations
and warranties expressly relate to an earlier date (in which case such
representations and warranties were true and correct as of such earlier date).
ARTICLE III
MISCELLANEOUS
SECTION 3.01. NOTICES. All notices and other communications hereunder
shall be made at the addresses, in the manner and with the effect provided in
Section 9.01 of the Restated Credit Agreement; PROVIDED that, for this purpose,
the
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address of each Reaffirming Party shall be the one specified for each Borrower
under the Restated Credit Agreement.
SECTION 3.02. LOAN DOCUMENT. This Agreement shall constitute a Loan
Document.
SECTION 3.03. PROVISIONS APPLICABLE TO THIS AGREEMENT. Sections 1.03,
9.06, 9.07, 9.09, 9.10 and 9.11 of the Restated Credit Agreement shall be
applicable to this Agreement as though set forth herein, MUTATIS MUTANTIS.
SECTION 3.04. COUNTERPARTS. This Agreement may be executed in two or
more counterparts, each of which shall constitute an original but all of which
when taken together shall constitute a single contract. Delivery of an executed
counterpart of a signature page of this Agreement by telecopy shall be effective
as delivery of a manually executed counterpart of this Agreement.
SECTION 3.05. NO NOVATION. Neither this Agreement nor the execution,
delivery or effectiveness of the Amendment and Restatement Agreement shall
extinguish the obligations for the payment of money outstanding under the
Existing Credit Agreement or discharge or release the Lien or priority of any
Security Document or any other security therefor. Nothing herein contained shall
be construed as a substitution or novation of the obligations outstanding under
the Existing Credit Agreement or instruments securing the same, which shall
remain in full force and effect, except to any extent modified hereby or by
instruments executed concurrently herewith. Nothing implied in this Agreement,
the Amendment and Restatement Agreement or in any other document contemplated
hereby or thereby shall be construed as a release or other discharge of any of
the Holding Companies, the Borrowers or any Subsidiary Loan Party under any Loan
Document from any of its obligations and liabilities as a "Holding Company", a
"Borrower", a "Subsidiary Loan Party", a "Pledgor" or a "Grantor" under any of
the Loan Documents.
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IN WITNESS WHEREOF, each Reaffirming Party and JPMCB, as
Administrative Agent, have caused this Agreement to be duly executed and
delivered as of the date first above written.
BOISE CASCADE HOLDINGS, L.L.C.,
By /s/ Wayne Rancourt
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Name: WAYNE RANCOURT
Title: VICE PRESIDENT AND TREASURER
BOISE LAND & TIMBER HOLDINGS
CORP.,
By /s/ Wayne Rancourt
---------------------------------
Name: WAYNE RANCOURT
Title: VICE PRESIDENT AND TREASURER
BOISE CASCADE, L.L.C.,
By /s/ Wayne Rancourt
---------------------------------
Name: WAYNE RANCOURT
Title: VICE PRESIDENT AND TREASURER
BOISE LAND & TIMBER CORP.,
By /s/ Wayne Rancourt
---------------------------------
Name: WAYNE RANCOURT
Title: VICE PRESIDENT AND TREASURER
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BOISE BUILDING SOLUTIONS
DISTRIBUTION, L.L.C.,
By /s/ Wayne Rancourt
---------------------------------
Name: WAYNE RANCOURT
Title: VICE PRESIDENT AND TREASURER
BOISE BUILDING SOLUTIONS
MANUFACTURING HOLDINGS CORP.,
By /s/ Wayne Rancourt
---------------------------------
Name: WAYNE RANCOURT
Title: VICE PRESIDENT AND TREASURER
BOISE BUILDING SOLUTIONS
MANUFACTURING, L.L.C.,
By /s/ Wayne Rancourt
---------------------------------
Name: WAYNE RANCOURT
Title: VICE PRESIDENT AND TREASURER
BOISE CASCADE AVIATION, L.L.C.,
By /s/ Wayne Rancourt
---------------------------------
Name: WAYNE RANCOURT
Title: VICE PRESIDENT AND TREASURER
BOISE CASCADE FINANCE
CORPORATION,
By /s/ Wayne Rancourt
---------------------------------
Name: WAYNE RANCOURT
Title: VICE PRESIDENT AND TREASURER
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BOISE CASCADE TRANSPORTATION
HOLDINGS CORP.,
By /s/ Wayne Rancourt
---------------------------------
Name: WAYNE RANCOURT
Title: VICE PRESIDENT AND TREASURER
BOISE PACKAGING & NEWSPRINT,
L.L.C.,
By /s/ Wayne Rancourt
---------------------------------
Name: WAYNE RANCOURT
Title: VICE PRESIDENT AND TREASURER
BOISE WHITE PAPER, L.L.C.,
By /s/ Wayne Rancourt
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Name: WAYNE RANCOURT
Title: VICE PRESIDENT AND TREASURER
BOISE WHITE PAPER HOLDINGS
CORP.,
By /s/ Wayne Rancourt
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Name: WAYNE RANCOURT
Title: VICE PRESIDENT AND TREASURER
BC CHILE INVESTMENT
CORPORATION,
By /s/ Wayne Rancourt
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Name: WAYNE RANCOURT
Title: VICE PRESIDENT AND TREASURER
BC BRAZIL INVESTMENT
CORPORATION,
By /s/ Wayne Rancourt
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Name: WAYNE RANCOURT
Title: VICE PRESIDENT AND TREASURER
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MINNESOTA, DAKOTA & WESTERN
RAILWAY COMPANY,
By /s/ Wayne Rancourt
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Name: WAYNE RANCOURT
Title: VICE PRESIDENT AND TREASURER
INTERNATIONAL FALLS POWER
COMPANY,
By /s/ Wayne Rancourt
---------------------------------
Name: WAYNE RANCOURT
Title: VICE PRESIDENT AND TREASURER
BC CHINA CORPORATION,
By /s/ Wayne Rancourt
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Name: WAYNE RANCOURT
Title: VICE PRESIDENT AND TREASURER
B C T, INC.,
By /s/ Wayne Rancourt
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Name: WAYNE RANCOURT
Title: VICE PRESIDENT AND TREASURER
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JPMORGAN CHASE BANK, N.A., AS
ADMINISTRATIVE AGENT,
By /s/ Robert Anastasto
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Name: Robert Anastasto
Title: Vice President
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