ASSIGNMENT ASSUMPTION AND CONSENT AGREEMENTAssumption Agreement |
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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.
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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
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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
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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
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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
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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>
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* 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






