CONFIRMATION
Exhibit 10.1
CONFIRMATION
| DATE: | October 27, 2004 |
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| TO: | Boise Cascade Corporation | |
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| Telephone No.: | 208 ###-###-#### |
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| Facsimile No. : | 208 ###-###-#### |
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| Attention : | Wayne Rancourt |
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| FROM: | J. Aron & Company |
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| SUBJECT: | Swap Transaction |
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| REF NO: | NUUS410EZ0 (600000000) / (006 436 190) | |
The purpose of this communication is to set forth the terms and conditions of the above referenced transaction entered into on the Trade Date specified below (the “Transaction”) between J. Aron & Company (“ARON”) and Boise Cascade Corporation (“Counterparty”). This communication constitutes a “Confirmation” as referred to in the Swap Agreement specified below.
1. This Confirmation is subject to, and incorporates, the 2000 ISDA Definitions (the “Definitions”), published by the International Swaps and Derivatives Association, Inc. This Confirmation supplements, forms a part of and is subject to the ISDA Master Agreement dated as of April 2, 2002 as amended and supplemented from time to time (the “Swap Agreement”) between ARON and Counterparty. All provisions contained in, or incorporated by reference to, the Swap Agreement shall govern this Confirmation except as expressly modified below. In the event of any inconsistency between this Confirmation, the Definitions, or the Swap Agreement, as the case may be, this Confirmation will control for purposes of the Transaction to which this Confirmation relates.
2. The terms of the particular Transaction to which this Confirmation relates are as follows:
| Notional Amount: | USD 1,238,000,000 |
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| Trade Date: | October 27, 2004 |
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| Effective Date: | December 20, 2004 |
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| Termination Date: | December 20, 2019, subject to adjustment in accordance with the Modified Following Business Day Convention and, subject to early termination as set forth under “Additional Provisions” below. |
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| Floating Rate Amounts: |
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| Floating Rate Payer: | ARON | |
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| Floating Rate Payer Payment Dates: | Quarterly, on each March 20th, June 20th, September 20th, and December 20th, commencing on March 20, 2005 and ending on the Termination Date, subject to adjustment in accordance with the Modified Following Business Day Convention. | |
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| Floating Rate Option: | USD-LIBOR-BBA | |
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| Floating Rate Designated Maturity: | 3 Months | |
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| Floating Rate Spread: | None | |
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| Floating Rate Reset Dates: | The first day of each Calculation Period | |
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| Floating Rate Day Count Fraction: | Actual/360 | |
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| Floating Rate Period End Dates: | Adjusted in accordance with the Modified Following Business Day Convention. | |
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| Fixed Amounts: |
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| Fixed Rate Payer: | Counterparty | |
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| Fixed Rate Payer Payment Dates: | Semi-annually, on each June 20th and December 20th, commencing on June 20, 2005 and ending on the Termination Date, subject to adjustment in accordance with the Modified Following Business Day Convention. | |
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| Fixed Rate: | 4.9744% | |
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| Fixed Rate Day Count Fraction: | 30/360 | |
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| Fixed Rate Period End Dates: | Unadjusted | |
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| Business Days: | New York and London | |
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| Calculation Agent: | ARON | |
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| 3. Additional Provisions: |
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| (a) Early Termination |
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| Mandatory Early Termination: | Applicable |
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| (b) Settlement Terms |
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| Mandatory Early Termination Date: | The Effective Date | |
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| Business Day Convention for Mandatory Early Termination Date: | Modified Following | |
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| Cash Settlement Valuation Time: | 11:00 a.m. New York time | |
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| Cash Settlement Valuation Date: | The second Valuation Business Day preceding the Mandatory Early Termination Date |
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| Valuation Business Days: | New York and London |
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| Cash Settlement Method: | Cash Price |
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| Cash Settlement Reference Banks: | To be agreed on the Mandatory Early Termination Date |
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| Quotation Rate: | To be determined by Calculation Agent on the Mandatory Early Termination Date |
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| 4. Credit Support Documents: | None |
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| 5. Account Details: |
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| Payments to ARON: |
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| For the Account of: | J. Aron & Company |
| Name of Bank: | Citibank, N.A. New York |
| Account No: | 09292521 |
| SWIFT No: | 021000089 |
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| GSCM inquiries | Swap Operations |
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| J. Aron & Company |
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| Telephone No.: 212 ###-###-#### |
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| Facsimile No.: 212 ###-###-#### |
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| Payments to Counterparty: | In accordance with Counterparty’s written instructions as set forth below or otherwise delivered to ARON. ARON shall make no payments without having received (i) such written instructions and (ii) a fully executed facsimile copy of this Confirmation or other written acceptance of the terms hereof. |
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| For the Account of: | OfficeMax Incorporated |
| Name of Bank: | JP Morgan Chase NY |
| Account No: | 304-153346 |
| SWIFT CODE: | 021 000 021 |
6. Offices:
(a) The Office of ARON for this Transaction is 85 Broad Street, New York, New York, 10004.
(b) The Office of Counterparty for this Transaction is 1111 West Jefferson Street, Boise, Idaho, 83728.
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7. Counterparty hereby agrees (a) to check this Confirmation (Reference No.: NUUS410EZ0 (600000000)) carefully and immediately upon receipt so that errors or discrepancies can be promptly identified and rectified and (b) to confirm that the foregoing correctly sets forth the terms of the agreement between ARON and Counterparty with respect to the particular Transaction to which this Confirmation relates, by manually signing this Confirmation and providing the other information requested herein and immediately returning an executed copy to Swap Administration, facsimile No. 212 ###-###-####.
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| Very truly yours, | ||
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| J. ARON & COMPANY | ||
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| By: | /s/ Carlos A. Landaure |
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| Name: | ||
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| Title: | ||
Agreed and Accepted By:
BOISE CASCADE CORPORATION
| By: | /s/ Ted Crumley |
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| Name: | ||
| Title: | ||
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| Counterparty Reference No.: | ||
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