NOTE GUARANTORS Clause Samples

NOTE GUARANTORS. 43 Article VIII Negative Covenants of the Company

NOTE GUARANTORS. If (i) any Note Guarantor fails to comply with any payment obligation set forth in the Guaranty or if any Note Guarantor fails to comply with any of the covenants or other agreements set forth in the Guaranty or any other Loan Document to which it is a party beyond any applicable grace period provided for therein, or (ii) any representation or warranty made or deemed made by Note Guarantor in the Guaranty or any other Loan Document to which it is a party or which is contained in any exhibit, schedule or any other document or other statement furnished at any time under or in connection with the Guaranty or any of the other Loan Documents shall prove to have been incorrect in any material respect on or as of the date made or deemed made, or (iii) if Note Guarantor shall terminate, purport to terminate or take any steps which have the effect of decreasing its liability under the Guaranty.

NOTE GUARANTORS. After the Issue Date, the Company shall cause each additional Note Guarantor to execute and deliver to the Trustee a Note Guarantee pursuant to which such Note Guarantor shall unconditionally Guarantee, on a joint and several basis, the full and prompt payment of the principal of, premium, if any and interest on the Notes on a senior subordinated basis, as set forth in the Indenture.

NOTE GUARANTORS. (a) From and after the date hereof, the Company will cause each Subsidiary that Guarantees payment of any Bank Indebtedness (other than the CD&R Notes) to execute and deliver to each Holder of CD&R Notes an instrument pursuant to which such Subsidiary will Guarantee payment of the CD&R Notes pursuant to the Guarantee and Collateral Agreement (or, if requested by any Secured Party, one or more other Note Security Documents in form and substance reasonably satisfactory to the Secured Parties), whereupon such Subsidiary will become a Note Guarantor for all purposes under this Agreement. (b) From and after the date hereof, the Parent shall Guarantee payment of the Transferred Notes in accordance with the terms of Annex A hereto. From and after the date hereof, the Company will cause each Domestic Subsidiary that is a Significant Subsidiary and that Guarantees Indebtedness of the Company (other than Bank Indebtedness), to execute and deliver to each Holder of Transferred Notes an instrument pursuant to which such Subsidiary will Guarantee payment of the Transferred Notes in accordance with the terms of Annex A hereto, whereupon such Subsidiary will become a Note Guarantor in respect of the Transferred Notes for all purposes under this Agreement, provided, however, each -------- such Guarantee in respect of a Transferred Note (a "Springing Guarantee") by a ------------------- Domestic Significant Subsidiary (a "Significant Subsidiary Guarantor") will be -------------------------------- subject to termination and discharge under the following circumstances: Each Significant Subsidiary Guarantor will automatically and unconditionally be released from all obligations under its Springing Guarantee, and such Springing Guarantee shall thereupon terminate and be discharged and of no further force or effect, (i) concurrently with any sale or disposition (by merger or otherwise) - in accordance with the terms of this Agreement of any Significant Subsidiary Guarantor or any interest therein by the Company or a Restricted Subsidiary, following which such Significant Subsidiary Guarantor is no longer a Restricted Subsidiary of the Company for the purposes of this Agreement and with respect to the Notes, (ii) pursuant to the terms of its Springing Guarantee, (iii) at any -- --- time that such Significant Subsidiary Guarantor is released from all of its obligations under all of its Springing Guarantees of payment of Indebtedness (other than Bank Indebtedness) of the Company, ...

NOTE GUARANTORS. BZ INTERMEDIATE HOLDINGS L.L.C., as Note Guarantor By: /s/ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Title: Vice President & Controller BCT, INC., as Note Guarantor By: /s/ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Title: Vice President & Controller ▇▇▇▇▇ CORPORATION, as Note Guarantor By: /s/ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Title: Vice President & Controller BOISE CASCADE TRANSPORTATION HOLDINGS CORP., as Note Guarantor By: /s/ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Title: Vice President & Controller BOISE PACKAGING & NEWSPRINT, L.L.C., as Note Guarantor By: /s/ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Title: Vice President & Controller BOISE WHITE PAPER HOLDINGS CORP., as Note Guarantor By: /s/ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Title: Vice President & Controller BOISE WHITE PAPER L.L.C., as Note Guarantor By: /s/ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Title: Vice President & Controller BOISE WHITE PAPER SALES CORP., as Note Guarantor By: /s/ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Title: Vice President & Controller INTERNATIONAL FALLS POWER COMPANY, as Note Guarantor By: /s/ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Title: Vice President & Controller MINNESOTA, DAKOTA & WESTERN RAILWAY COMPANY, as Note Guarantor By: /s/ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Title: Vice President & Controller ▇▇▇▇▇ FARGO BANK, NATIONAL ASSOCIATION, as Trustee By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇ COLLI Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ Title: Vice President THIRD SUPPLEMENTAL INDENTURE (this “Third Supplemental Indenture”), dated as of November 30, 2011, among Boise Packaging Holdings Corp., a Delaware corporation (the “Guaranteeing Subsidiary”), a subsidiary of Boise Paper Holdings, L.L.C., a Delaware limited liability company (“Boise Paper Holdings”), Boise Paper Holdings, Boise Finance Company, a Delaware corporation (“Boise Finance” and, together with Boise Paper Holdings, the “Issuers”), the other Note Guarantors (as defined in the Indenture referred to herein) and ▇▇▇▇▇ Fargo Bank, National Association, a national banking association, as trustee under the Indenture referred to below (the “Trustee”).

NOTE GUARANTORS. The Issuer shall cause each Subsidiary that is a guarantor on the Issue Date, or becomes a guarantor, under the New Senior Subordinated Note Indenture, to execute and deliver to the Trustee either this Indenture on the Issue Date or a supplemental indenture, substantially in the form of Exhibit C, pursuant to which such Subsidiary shall become a Note Guarantor. In addition, if requested by the Trustee, such Subsidiary shall deliver to the Trustee an Opinion of Counsel to the effect that: (a) such Note Guarantee has been duly executed and authorized; and (b) such Note Guarantee constitutes a valid, binding and enforceable obligation of such Subsidiary, except insofar as enforcement thereof may be limited by bankruptcy, insolvency or similar laws (including, without limitation, all laws relating to fraudulent transfers) and except insofar as enforcement thereof is subject to general principles of equity.

NOTE GUARANTORS. Kansas City Southern; Gateway Eastern Railway Company; PABTEX GP, LLC; PABTEX I, L.P.; SIS Bulk Holding, Inc.; Southern Development Company; Southern Industrial Services, Inc.; and Trans-Serve, Inc. Schedule IV Issuer Free Writing Prospectus Issued May 27, 2008 The Kansas City Southern Railway Company $275,000,000 8.0% SENIOR NOTES DUE 2015 ------------------------- The following information supplements the Preliminary Prospectus Supplement of The Kansas City Southern Railway Company ("KCSR"), dated May 27, 2008, filed as part of Registration Statement Number 333-130112 in relation to the 8.0% Senior Notes due 2015.