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ASSIGNMENT ASSUMPTION AND CONSENT AGREEMENT

Assumption Agreement

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Boise Cascade Corporation | Boise Cascade, LLC | Boise White Paper, LLC | FORMERLY OFFICEMAX, INC | OfficeMax Contract, Inc | OfficeMax North America, Inc | RENAMED OFFICEMAX INCORPORATED

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Title: ASSIGNMENT ASSUMPTION AND CONSENT AGREEMENT
Governing Law: Delaware     Law Firm: Kirkland Ellis    

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EXHIBIT 10.2

ASSIGNMENT ASSUMPTION AND CONSENT AGREEMENT

THIS ASSIGNMENT ASSUMPTION AND CONSENT AGREEMENT (this "ASSIGNMENT AND

CONSENT") is entered into as of the 29th day of October, 2004, by and among

Boise Cascade Corporation, a Delaware corporation (to be renamed OfficeMax

Incorporated on November 1, 2004) (the "ASSIGNOR"), Boise White Paper, L.L.C., a

Delaware limited liability company (the "ASSIGNEE"), and OfficeMax Contract,

Inc., a Delaware corporation (formerly Boise Cascade Office Products

Corporation) d/b/a Boise Office Solutions, and OfficeMax North America, Inc., an

Ohio corporation (formerly OfficeMax, Inc.) (the "CONSENTING PARTIES").

RECITALS

WHEREAS, Assignor and the Consenting Parties are parties to the Paper

Purchase Agreement Term Sheet, dated April 28, 2004 (the "BOS PAPER SALES

AGREEMENT"), in the form attached as EXHIBIT A;

WHEREAS, on October 29th, 2004 (the "CLOSING"), and pursuant to that

certain Asset Purchase Agreement, dated July 26, 2004, by and among Assignor,

Boise Southern Company, a Louisiana general partnership, and Minidoka Paper

Company, a Delaware corporation (collectively, the "SELLERS"), and Forest

Products Holdings, L.L.C., a Delaware limited liability company ("HOLDINGS"),

and Boise Land & Timber Corp., a Delaware corporation (the "PURCHASE

AGREEMENT"), Assignee, along with Holdings and the Permitted Affiliate

Purchasers (as defined in the Purchase Agreement), will purchase Assets of the

Sellers and certain of their Subsidiaries and Affiliates (as defined in the

Purchase Agreement).

WHEREAS, Assignor desires to assign its rights and delegate its obligations

under the BOS Paper Sales Agreement to Assignee as provided below;

WHEREAS, in connection with the transactions contemplated by the Purchase

Agreement, Assignor will change its legal name to OfficeMax Incorporated,

effective on November 1, 2004;

WHEREAS, Assignee has agreed to accept Assignor's rights and assume

Assignor's obligations under the BOS Paper Sales Agreement;

WHEREAS, immediately upon the assignment to and assumption by Assignee of

the BOS Paper Sales Agreement, Assignor, Assignee and Consenting Parties desire

to amend and restate the BOS Paper Sales Agreement in substantially the form of

Paper Purchase Agreement attached as Exhibit B; and

WHEREAS, the Consenting Parties consent to such assignment on the terms set

forth herein.

NOW, THEREFORE, for good and valuable consideration, including the

covenants of the parties herein, the parties agree as follows:

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1. Effective upon the consummation of the Closing, Assignor docs hereby

assign all of its rights and delegate all of its obligations under the BOS Paper

Sales Agreement to Assignee and Assignee hereby accepts all rights and assume

all obligations of Assignor under the BOS Paper Sales Agreement.

2. The Consenting Parties hereby consent to the assignment and assumption

described in the foregoing paragraph 1.

3. Immediately upon the consummation of the Closing, the Assignee and the

Consenting Parties hereby agree that the BOS Paper Sales Agreement is amended

and restated in the form of the Paper Purchase Agreement attached hereto as

Exhibit B and each party does simultaneously herewith affix its signature to

such Paper Purchase Agreement, dated October 29, 2004.

4. This Assignment and Consent may be executed in two or more counterparts,

each of which will be an original and all of which together shall constitute one

and the same agreement binding on all of the parties thereto.

2

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IN WITNESS WHEREOF, this Assignment and Consent was made and executed on

October 29, 2004.

 

ASSIGNOR

BOISE CASCADE CORPORATION (TO BE

RENAMED OFFICEMAX INCORPORATED

ON NOVEMBER 1, 2004)

By: /s/ Guy G. Hurlbutt

-------------------------------------

Name: Guy G. Hurlbutt

Title: Vice President

 

ASSIGNEE

BOISE WHITE PAPER, L.L.C.

By: Boise Cascade, L.L.C.

Its: Sole Manager

By: /s/ Zaid Alsikafi

-------------------------------------

Name: Zaid Alsikafi

-------------------------------------

Title: Director

-------------------------------------

CONSENTING PARTIES

OFFICEMAX CONTRACT, INC. (FORMERLY

BOISE CASCADE OFFICE PRODUCTS

CORPORATION) d/b/a BOISE OFFICE

SOLUTIONS

By: /s/ Carol B. Moerdyk

-------------------------------------

Name: Carol B. Moerdyk

-------------------------------------

Title: Senior Vice President, International

-------------------------------------

OFFICEMAX NORTH AMERICA, INC.

(FORMERLY OFFICEMAX, INC.)

By: /s/ Carol B. Moerdyk

-------------------------------------

Name: Carol B. Moerdyk

-------------------------------------

Title: Vice President

-------------------------------------

3

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PAPER PURCHASE AGREEMENT

 

1. PARTIES:

1.1 Seller: Boise White Paper, L.L.C., a Delaware limited

liability company.

1.2 Purchaser/s:

1.2.1 Boise Cascade Corporation (to be renamed OfficeMax

Incorporated on November 1, 2004), a Delaware

corporation, and all of its current and future

affiliates and majority and wholly-owned subsidiaries

including OfficeMax Contract, Inc., OfficeMax North

America, Inc., Grand & Toy Limited of Canada, and its

Australian and New Zealand operations.

1.3 The parties hereto acknowledge that this Agreement forms an

integral part of the value of the acquired business under the

Asset Purchase Agreement dated July 26, 2004, and Seller would

not have entered into the Asset Purchase Agreement or paid the

purchase price thereunder without the benefit of this

Agreement. The parties hereto covenant to operate as good

business partners and use their reasonable best efforts to

cooperate with the other party hereto in order to facilitate

compliance with and performance of this Agreement and to

further the other party's business objectives and prospects.

2. PRODUCTS:

2.1 Pursuant to this agreement, Purchasers will purchase all of

their North American requirements for "office papers"

exclusively from Seller to the extent that Seller is capable

and desirous of producing and supplying such paper products,

subject to the terms and conditions set forth herein. Products

which are being purchased by Purchasers from Seller currently

are set forth in Exhibit A. Seller shall update Exhibit A

periodically to reflect the products being sold hereunder.

2.2 "Office Papers" shall include the following categories:

2.2.1 Products produced and sold by Seller to Purchasers

today which are described by SKU in Exhibit A as

either "commodity" or "value add" products ("Current

Commodity Products" and "Current Value Add Products"

respectively).

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2.2.1.1 Pricing and terms of sale for Current

Commodity Products and Current Value Add Products are

set forth in Exhibit A.

2.2.1.2 During periods when price increases have been

announced and are pending implementation, unless

Seller otherwise agrees, Purchasers shall not

purchase more than [*****]% of the average monthly

volume purchased for the particular product during

the prior three months.

2.2.1.3 During the term of this Agreement, Purchasers

shall use their best efforts to market and sell

Current Commodity Products and Current Value Add

Products, on a SKU by SKU basis, at levels that equal

at least [*****]% of the prior year's volume

determined as follows ("Minimum Level"): By the fifth

day of each month, the parties shall determine the

aggregate amount of product purchased from Seller on

a SKU by SKU basis during the prior three calendar

months ("Current Volume"). The parties shall compare

the Current Volume purchased from Seller to the

volume purchased from Seller for each SKU during the

same three month period of the prior year. If the

Current Volume for any SKU during any such three

month period is not at least [*****]% of the prior

year's volume for the same three month period, the

discount for such products shall be adjusted as

follows until such time as Purchasers reach the

Minimum Level:

<Table>

<Caption>

CURRENT COMMODITY CURRENT VALUE ADD

YEAR OVER PRODUCTS - PRODUCTS -

YEAR COMPARISON DISCOUNT PRICE INCREASE

------------------------- ----------------------- --------------------

<S> <C> <C>

90 - 100% [*****] [*****]

80 - 89% [*****] [*****]

70 - 79% [*****] [*****]

60 - 69% [*****] [*****]

50 - 59% [*****] [*****]

LESS THAN 50% [*****] [*****]

</Table>

2.2.1.4 Notwithstanding Section 2.2.1.3 hereof, if

Purchasers determine that they wish to completely

discontinue the sale of a particular Current Value

Add Product, Purchaser shall notify Seller in writing

of its intent to do so. Purchaser shall continue

selling the Current Value Add Product for at least 90

days following such notice and the pricing

adjustments set forth in Section 2.2.1.3 shall become

effective immediately upon the date of the notice for

all product shipped thereafter. Any decision by

Purchaser to resume the sale of such Current Value

Add Product, or other Office Paper, shall be subject

to Section 2.1.

-----

* Confidential treatment is requested; filed separately with the Securities and

Exchange Commission.

2

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2.2.2 Products purchased from other paper producers which (a)

can't be produced by Seller, or (b) Seller chooses not to

produce, and are distributed and sold to Purchasers by Seller

(current products are described by SKU in Exhibit A)

("Distributed Products").

2.2.2.1 Pricing and terms of sale for current

Distributed Products are set forth in Exhibit A.

2.2.2.2 From time to time, the parties may mutually

agree to have Seller purchase products produced by

other paper producers (which can't be produced by

Seller or which Seller chooses not to produce) and

manage the purchasing and distribution of such

products on behalf of Purchaser. Seller and

Purchasers shall determine the price for such

products. If the parties can't agree on a price,

Purchasers may purchase such product directly from

the other producers and Seller shall have no

obligation to distribute or warehouse such products.

2.2.3 Branded paper products of non-paper producers which can

be produced by Seller, such as Xerox, HP, and IBM branded

papers ("OEM Products"). Purchasers' purchases of OEM paper

shall not exceed 110% of the volume purchased in the prior

year by SKU.

2.2.3.1 Purchasers shall use their best efforts to

cause the sellers of OEM Products to use paper

produced by Seller when Seller can produce such paper

and wishes to make such paper for the OEM. Purchasers

shall obtain a copy of the quotes of the other paper

producers for such OEM products and shall share a

copy with Seller. Seller shall have the opportunity

to meet the price of the other producer and if Seller

chooses to do so, Purchasers shall cause the OEM to

use Seller's paper. Purchasers and Seller shall

closely cooperate with respect to such opportunities

but Purchaser shall not be required to pay more for

the OEM product with Seller produced paper.

2.2.4 Premium grade branded products produced by other paper

manufacturers such as Hammermill ("Premium Non-Boise

Products").

2.2.4.1 Purchasers shall be permitted to purchase

premium grades of papers produced by other paper

manufacturers provided, however, that if Seller

produces a competing premium paper, Purchasers shall

purchase the paper from Seller unless a customer

specifies the other competing brand; it being

understood that Purchasers will encourage and promote

the sale of Seller's products.

3

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2.2.5 New paper products that Purchasers wish to sell that

can be produced by Seller ("New Products"). Such products

shall be added to Exhibit A.

2.2.5.1 Seller shall be entitled to produce and sell

to Purchaser hereunder any new commodity grade

products which can be produced by Seller and which

Seller wishes to produce. The price for such product

shall be determined in a manner consistent with the

pricing methodology used to price Current Commodity

Products. Any such product shall be added to Exhibit

A.

2.2.5.2 Seller shall be entitled to produce and sell

to Purchaser hereunder any new value add product

which can be produced by Seller and Seller wishes to

produce. Pricing for such product shall be determined

in a manner consistent with the pricing methodology

used to price Current Value Add Products. If the

parties cannot agree on a price for the value add New

Product, Purchasers may elect to have other paper

producers produce such product provided, however,

that Seller shall have the right to meet the price

and terms of sale of any competing producer in which

case Purchaser will purchase its requirements for the

New Product from seller in such volumes as seller may

specify.

2.2.5.3 In the case of new commodity grade products,

Purchasers shall notify Seller of the new

specification and allow Seller 90 days to qualify its

paper. Purchasers' approval of Seller as a qualified

producer shall not be unreasonably withheld. In the

case of new value add products, Purchaser shall

notify Seller of the new specification and allow

Seller 90 days to qualify the product. Purchasers'

approval of Seller as a qualified producer shall not

be unreasonably withheld.

2.2.6 With respect to any product produced by Seller and sold

to Purchaser either today or in the future, non-material

changes to such product, including but not limited to changes

in SKU number, shades, brightness, basis weight, branding, or

labeling, shall not be considered New Products but shall be

considered as existing products and price adjustments, if any,

shall be consistent with pricing for current Commodity

Products and Current Value Add Products. Such products shall

be added to Exhibit A.

3. PURCHASE AND SALE:

3.1. Purchasers shall not be placed on allocation, unless and until

a notice of termination is delivered pursuant to Section 4.3

hereof in which event such allocation shall be on a ratable

basis with Seller's other customers. If Purchasers order more

paper than Seller can produce, Seller shall either purchase

paper for resale to Purchasers at the then current prices

4

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(including Seller's charge for its actual cost in handling

such paper) or allow Purchasers to obtain an alternate source

of supply for the requirements in excess of Seller's capacity.

3.2 The parties shall share only such market information as is

legally permissible.

3.3 General terms and conditions are attached as Exhibit C.

3.4 The parties shall keep the net pricing terms of this agreement

strictly confidential. Net pricing for products shall not be

disclosed within the parties' respective organizations except

on a strict need-to-know basis and in no case shall any sales

representatives of any party be told of the net pricing

hereunder.

4. TERM OF AGREEMENT: Subject to earlier termination pursuant to Section 8

of Exhibit D, the term shall be as follows:

4.1 Initial Term - January 1, 2004 to December 31, 2012.

4.2 Renewal Term - This Agreement shall renew automatically for

additional one-year terms subject to a notice of termination

pursuant to Section 4.3 hereof.

4.3 Termination - To terminate this agreement, a party must

deliver a written notice of termination at least 365 days

prior to the end of the then current term and such termination

shall be effective on the last day of such Initial Term or any

renewal term, but subject to the following phase-down period.

Following the notice of termination, Purchasers shall reduce

their purchases of then Current Commodity Products and then

Current Value Add Products ratably by SKU over a four year

period commencing on January 1 of the year following the last

year of the then current term. The price adjustments set forth

in Section 2.2.1.3 (and the other terms of this Agreement)

shall apply during the mandatory four year phase down period.

In no event shall any termination result in (a) an elimination

of such phase down period; or(b) commencement of the phase

down period prior to January 1, 2013.

5. MISCELLANEOUS:

5.1 Accounts described in Exhibit C shall have "grandfathered"

pricing for the period noted in Exhibit C.

5.2 Truckload drop shipments are defined as customers who commit

to purchasing at least three full truckloads per month for

shipment direct from Seller's mill or RSC to the end user

customer. Seller and Purchasers may agree on a different price

for truckload drop shipments.

5

<Page>

5.3 Promotions - Nothing shall preclude Seller and Purchasers from

periodically agreeing on special promotional pricing. It is

expected that such promotional pricing will be for a set

volume of Paper, be of limited duration, and result in

incremental sales of Paper.

5.4 Seller shall have no obligation to make additional payments

for promotions or catalogue materials and shall be included in

Purchaser's "Boise Marketing Works" programs and any related

or similar programs of Purchasers in the future.

6. AGREEMENT:

6.1 This Agreement will supersede all prior agreements between

Seller and Purchasers, including, but not limited to the

following:

6.1.1 Paper Sales Agreement dated April 1, 1995, between

Seller and Boise Cascade Office Products Corporation.

6.1.2 Any domestic Vendor Profile between Seller and

OfficeMax.

This Agreement has been agreed upon and executed by the parties as of April 28,

2004. The effective date shall be January 1, 2004.

 

BOISE WHITE PAPER, L.L.C.

 

By: /s/ Zaid Alsikafi

----------------------------------------

Name: Zaid Alsikafi

------------------------------------

Title: Director

-------------------------------------

BOISE CASCADE CORPORATION (TO BE

RENAMED OFFICEMAX INCORPORATED

ON NOVEMBER 1, 2004)

 

By: /s/ Carol B. Moerdyk

----------------------------------------

Name: Carol B. Moerdyk

------------------------------------

Title: Vice President

-------------------------------------

6

<Page>

 

 

 

EXHIBIT A

PRODUCTS LIST AND PRODUCT PRICING

 

1. COMMODITY PRODUCTS: Net pricing for each product identified in this

exhibit as a "commodity product" shall be as set forth

in this exhibit. [*****]

2. Value Add Product Pricing: Net pricing for each product identified

herein as a "value add product" shall be priced as follows, subject to

adjustment under Sections 2.2.1.3 and 2.2.1.4:

2.1 Pricing for value add products identified in this schedule with the

designation of "Negotiated" in the pricing rule column shall be

determined by the price at which Seller sells products of like kind,

quality and quantity to other unrelated purchasers and Purchasers'

price for such products shall be the [*****].

2.2 For products which are produced by Seller solely for Purchasers and

designated by the term "Sole Purchaser," Seller and Purchasers shall

negotiate a price. If the parties can't agree on a price, Purchaser may

solicit prices for comparable products and quantities from other

producers provided that Seller shall have the right to meet any such

prices.

2.3 Several of the value add products in this exhibit are purchased

from other producers and the name of the current producer is noted in

the "producer" column. Such products shall be sold to Purchasers at the

prices noted in the pricing rule column, as may be adjusted from time

to time.

-----

* Confidential treatment is requested; filed separately with the Securities and

Exchange Commission.

7

<Page>

3. Prices for Grand & Toy products shall be determined by converting the

prices set forth in this exhibit to Canadian dollars using the exchange

rate set forth in the Wall Street Journal on the last business day of

the previous month. Payments shall be made in Canadian currency.

4. All products shall be priced and invoiced at time of shipment, F.O.B.

seller's dock (Mill, RSC, or Warehouse), freight prepaid and allowed.

5. Terms are net [*****]days from date of invoice. Payments shall be made

via electronic funds transfers. Purchaser shall be entitled to a

[*****]% prompt pay discount for payments made within [*****]days. The

prompt pay discount will be based on the [*****].

6. In order to preserve the confidentiality of the pricing hereunder,

[*****].

-----

* Confidential treatment is requested; filed separately with the Securities and

Exchange Commission.

8

<Page>

EXHIBIT A - COMMODITY AND VALUE-ADD CUTSHEET SKUS

<Table>

<Caption>

COMMODITY / BPS GRADE PRICING RULE

VALUE-ADDED PRODUCT DESCRIPTION BOS/OMX PRODUCT CODE CODE (CWT)(US$) PRODUCER

------------------------- ----------------------- ------------------------- ------------------- ------------- ----------

<S> <C> <C> <C> <C> <C>

X-9 / OM BOND

COM 8.5 X 11 - 20# P1-OX9001 055200-160 [*****] BPS

COM 8.5 X 11 3HP - 20# P1-OX9001 - P 055200-160 [*****] BPS

COM 8.5 X 14 - 20# P1-OX9004 055200-160 [*****] BPS

COM 11 X 17 - 20# P1-OX9007 055200-160 [*****] BPS

COM 8.5 X 11 - 20# P1-OM2201 053500-162/053400 [*****] BPS

COM 8.5 X 11 3HP - 20# P1-OM2201 - P 053500-162/053400 [*****] BPS

COM 8.5 X 14 - 20# P1-OM2204 053500-162/053400 [*****] BPS

COM 8.5 X 11 - 24# P1-OM2241 053500-162/053400 [*****] BPS

COM 11 X 17 - 24# P1-OM2247 053500-162/053400 [*****] BPS

COM 8.5 X 11- 3HP 24# P1-OM2241-P 053500-162/053400 [*****] BPS

COM 8.5 X 11 - 20# P1-OX9001jr 055288-160 [*****] BPS

RELIABLE COPY

COM 8.5 X 11 - 20# P1-RC82000 055197-162 [*****] BPS

COM 8.5 X 14 - 20# P1-RC82001 055197-162 [*****] BPS

COM 11 X 17 - 20# P1-RC82002 055197-162 [*****] BPS

PENN STATE

COM 8.5 X 11 - 20# P1PSUPAPER 055170-162 [*****] BPS

COPY PAPER (BCOP)

COM 8.5 X 11 - 20# HOPACO CP8511 055170-162 [*****] BPS

CANON COPIER PAPER 88B

COM 8.5 X 11 - 20# P1CANON 053108-188 [*****] BPS

COM 8.5 X 11 3HP - 20# P1CANON 053108-188 [*****] BPS

COM 8.5 X 14 - 20# P1CANON 053108-188 [*****] BPS

COM 11 X 17 - 20# P1CANON 053108-188 [*****] BPS

MERRILL 84/20

COM 8.5 X 11 - 20# P1055162-11 055162-162 [*****] BPS

COM 8.5 X 11 3HP - 20# P1055162-11P 055162-162 [*****] BPS

COM 8.5 X 14 - 20# P1055162-14 055162-162 [*****] BPS

COM 11 X 17 - 20# P1055162-17 055162-162 [*****] BPS

MERRILL 88/20

COM 8.5 X 11 - 20# P1053162-11 053162-188 [*****] BPS

</Table>

-----

* Confidential treatment is requested; filed separately with the Securities and

Exchange Commission.

<Page>

<Table>

<Caption>

COMMODITY / BPS GRADE PRICING RULE

VALUE-ADDED PRODUCT DESCRIPTION BOS/OMX PRODUCT CODE CODE (CWT)(US$) PRODUCER

------------------------- ----------------------- ------------------------- ------------------- ------------- ----------

<S> <C> <C> <C> <C> <C>

COM 8.5 X 11 3HP - 20# P1053162-11P 053162-188 [*****] BPS

COM 8.5 X 14 - 20# P1053162-14 053162-188 [*****] BPS

COM 11 X 17 - 20# P1053162-17 053162-188 [*****] BPS

MERRILL 84/20 RECYCLED

COM 8.5 X 11 - 20# P1054962-11 054962-162 [*****] BPS

COM 8.5 X 11 3HP - 20# P1054962-11P 054962-162 [*****] BPS

PRO 88/CASCADE BOND

(88B)

COM 8.5 X 11 - 20# P1-CC2201 053101-188 [*****] BPS

COM 8.5 X 11 3HP - 20# P1-CC2201 - P 053101-188 [*****] BPS

COM 8.5 X 14 - 20# P1-CC2204 053101-188 [*****] BPS

COM 11 X 17 - 20# P1-CC2207 053101-188 [*****] BPS

COM 8.5 X 11 - 20# P1-BC2201 052000-167 [*****] BPS

COM 8.5 X 11 3HP - 20# P1-BC2201 - P 052000-167 [*****] BPS

COM 8.5 X 14 - 20# P1-BC2204 052000-167 [*****] BPS

COM 11 X 17 - 20# P1-BC2207 052000-167 [*****] BPS

CASCADE BOND (86B)

COM 8.5 X 11 - 16# P1-BC2161 052000-167 [*****] BPS

COM 8.5 X 14 - 16# P1-BC2164 052000-167 [*****] BPS

CASCADE XEROGRAPHIC

(88B)

COM 8.5 X 11 - 24# P1-CC2241 053101-188 [*****] BPS

COM 8.5 X 11 3HP - 24# P1-CC2241-P 053101-188 [*****] BPS

ASPEN 30 XEROGRAPHIC

COM 8.5 X 11 - 20# P1-054901 054930-162/055900- 60 [*****] BPS

COM 8.5 X 11 3HP - 20# P1-054901 - P 054930-162/055900- 60 [*****] BPS

COM 8.5 X 14 - 20# P1-054904 054930-162/055900- 60 [*****] BPS

COM 11 X 17 - 20# P1-054907 054930-162/055900- 60 [*****] BPS

ASPEN 100

VA 8.5 X 11 - 20# P1-054922 054505-162/054500- 61 [*****] BPS

VA 8.5 X 11 3HP - 20# P1-054922 - P 054505-162/054500- 61 [*****] BPS

VA 8.5 X 14 - 20# P1-054924 054505-162/054500- 61 [*****] BPS

VA 11 X 17 - 20# P1-054925 054505-162/054500- 61 [*****] BPS

BOISE PRO 92

VA 8.5 X 11 - 20# 92B P1 - MP1050 053111-172 [*****] BPS

VA 8.5 X 11 3HP - 20# P1 - MP1053P 053111-172 [*****] BPS

</Table>

-----

* Confidential treatment is requested; filed separately with the Securities and

Exchange Commission.

<Page>

 

<Table>

<Caption>

COMMODITY / BPS GRADE PRICING RULE

VALUE-ADDED PRODUCT DESCRIPTION BOS/OMX PRODUCT CODE CODE (CWT)(US$) PRODUCER

------------------------- ----------------------- ------------------------- ------------------- ------------- ----------

<S> <C> <C> <C> <C> <C>

VA 8.5 X 14 - 20# P1 - MP1054 053111-172 [*****] BPS

VA 11 X 17 - 20# 92B P1 - MP1057 053111-172 [*****] BPS

SPLOX

VA 8.5 X 11 - 20# P1-SP8420 055300-160 [*****] BPS

VA 8.5 X 11 3HP - 20# P1-SP8420P 055300-160 [*****] BPS

VA 8.5 X 11 - 20# P1-SPRC20 055400-160 [*****] BPS

VA 8.5 X 11 - 20# P1-SP8800 055500-188 [*****] BPS

BCC EVERYDAY INK JET

VA 8.5 X 11 - 22# 92 B P1-EDI-1101 011048 [*****] BPS

BCC PRESENTATION INK JET

VA 8.5 X 11 - 24# 95B P1-BP1-1047 011055-180 [*****] BPS

BOISE ECONOMY LASER

COM 8.5 X 11 - 20# P1-ELP-1101 011049-188 [*****] BPS

BCC EVERYDAY LASER

VA 8.5 X 11 - 22# 92 B P1-BEL-0111 011050-172 [*****] BPS

VA 8.5 X 14 - 22# 92 B P1-BEL-0114 011050-172 [*****] BPS

BCC PRESENTATION LASER

VA 8.5 X 11 - 24# 95B P1-BPL-0111 011051-180 [*****] BPS

VA 8.5 X 11 3hp - 24# 95B P1-BPL-0111P 011051-180 [*****] BPS

VA 8.5 X 14 - 24# 95B P1-BPL-0214 011051-180 [*****] BPS

VA 11 X 17 - 24# 95B P1-BPL-0117 011051-180 [*****] BPS

VA 8.5 X 11 - 28# 95B P1-BPL-0211 011051-180 [*****] BPS

VA 8.5 X 11 3hp - 28# 95B P1-BPL-0211P 011051-180 [*****] BPS

VA 11 X 17 - 28# 95B P1-BPL-0217 011051-180 [*****] BPS

VA 8.5 X 11 - 32# 95B P1-BPL-0218 011051-180 [*****] BPS

VA 11 X 17 - 32# 95B P1-BPL-0219 011051-180 [*****] BPS

COLOR COPIER PAPER

VA 8.5 X 11 - 28# 98B P1-BCP-2811 051525 [*****] CLAIREFONTAINE

VA 8.5 X 11 3HP - 28# 98B P1-BCP-2811P 051525 [*****] CLAIREFONTAINE

VA 8.5 X 14 - 28# 98B P1-BCP-2814 051525 [*****] CLAIREFONTAINE

VA 17 X 11 - 28# 98B P1-BCP-2817 051525 [*****] CLAIREFONTAINE

VA 18 X 12 - 28# 98B P1-BCP-2818 051525 [*****] CLAIREFONTAINE

COLOR COPIER COVER

VA 8.5 X 11 - 60# 98B P1-BCC-6011 051526 [*****] CLAIREFONTAINE

</Table>

-----

* Confidential treatment is requested; filed separately with the Securities and

Exchange Commission.

<Page>

 

<Table>

<Caption>

COMMODITY / BPS GRADE PRICING RULE

VALUE-ADDED PRODUCT DESCRIPTION BOS/OMX PRODUCT CODE CODE (CWT)(US$) PRODUCER

------------------------- ----------------------- ------------------------- ------------------- ------------- ----------

<S> <C> <C> <C> <C> <C>

VA 17 X 11 - 60# 98B P1-BCC-6017 051526 [*****] CLAIREFONTAINE

VA 18 X 12 - 60# 98B P1-BCC-6018 051526 [*****] CLAIREFONTAINE

VA 8.5 X 11 - 80# 98B P1-BCC-8011 051526 [*****] CLAIREFONTAINE

VA 8.5 X 14 - 80# 98B P1-BCC-8014 051526 [*****] CLAIREFONTAINE

VA 17 X 11 - 80# 98B P1-BCC-8017 051526 [*****] CLAIREFONTAINE

VA 18 X 12 - 80# 98B P1-BCC-8018 051526 [*****] CLAIREFONTAINE

Color Copier Cover prices are based on 250 sheet reams

BOISE MP COLORS

VA 8.5 X 11 - 20# P1-MP2201 - COLORS 053703 [*****] BPS

VA 8.5 X 11 3HP - 20# P1-MP-2201P - COLORS 053703 [*****] BPS

VA 8.5 X 14 - 20# P1-MP2204 - COLORS 053703 [*****] BPS

VA 11 X 17 - 20# P1-MP2207 - COLORS 053703 [*****] BPS

VA 8.5 X 11 - 24# P1-MP2241 - COLORS 053703 [*****] BPS

VA 8.5 X 11 3HP - 24# P1-MP2241P - COLORS 053703 [*****] BPS

VA 8.5 X 14 - 24# P1-MP2244 - COLORS 053703 [*****] BPS

VA

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