0001328581-16-000245 Sample Contracts

RESTRICTED STOCK UNIT AGREEMENT PURSUANT TO THE BOISE CASCADE COMPANY 2013 INCENTIVE COMPENSATION PLAN
Restricted Stock Unit Agreement • May 3rd, 2016 • BOISE CASCADE Co • Wholesale-lumber & other construction materials • Delaware

THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (this “Agreement”), dated as of the Grant Date above, is entered into by and between Boise Cascade Company, a corporation organized in the State of Delaware (the “Company”), and the Participant specified above, pursuant to the Boise Cascade Company 2013 Incentive Compensation Plan (the “Plan”).

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PERFORMANCE STOCK UNIT AGREEMENT PURSUANT TO THE BOISE CASCADE COMPANY 2013 INCENTIVE COMPENSATION PLAN
Performance Stock Unit Agreement • May 3rd, 2016 • BOISE CASCADE Co • Wholesale-lumber & other construction materials • Delaware

THIS PERFORMANCE STOCK UNIT AWARD AGREEMENT (this “Agreement”), dated as of the Grant Date above, is entered into by and between Boise Cascade Company, a corporation organized in the State of Delaware (the “Company”), and the Participant specified above, pursuant to the Boise Cascade Company 2013 Incentive Compensation Plan (the “Plan”).

SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • May 3rd, 2016 • BOISE CASCADE Co • Wholesale-lumber & other construction materials • New York

This Second Amendment to Amended and Restated Credit Agreement (this “Amendment”) is dated as of February 11, 2016, and is between the Lenders identified on the signature pages hereof, WELLS FARGO CAPITAL FINANCE, LLC, a Delaware limited liability company, as administrative agent for the Lenders (in that capacity, “Agent”), BOISE CASCADE COMPANY, a Delaware corporation (“Boise Cascade”), and the Subsidiaries of Boise Cascade identified as Borrowers on the signature pages hereof (such Subsidiaries, together with Boise Cascade, “Borrowers”).

TERM LOAN AGREEMENT
Term Loan Agreement • May 3rd, 2016 • BOISE CASCADE Co • Wholesale-lumber & other construction materials • New York

THIS TERM LOAN AGREEMENT (this “Agreement”) is entered into as of March 30, 2016, by and among the lenders identified on the signature pages hereof (each of such lenders, together with their respective successors and permitted assigns, are referred to hereinafter as a “Lender”, as that term is hereinafter further defined), AMERICAN AGCREDIT, PCA, as administrative agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, “Agent”), and as sole lead arranger (the “Lead Arranger”), BOISE CASCADE COMPANY, a Delaware corporation (“Boise Cascade”), BOISE CASCADE BUILDING MATERIALS DISTRIBUTION, L.L.C., a Delaware limited liability company (“Boise Materials Distribution”), and BOISE CASCADE WOOD PRODUCTS, L.L.C., a Delaware limited liability company (“Boise Wood Products”; together with Boise Cascade and Boise Materials Distribution, are referred to hereinafter each individually as a “Borrower”, and individually and collectively, jointly and severally

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