Common use of Limitation on Sales of Assets and Subsidiary Stock Clause in Contracts

Limitation on Sales of Assets and Subsidiary Stock. (a) BZ Holdings shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, consummate any Asset Disposition unless: (1) BZ Holdings or such Restricted Subsidiary receives consideration at the time of such Asset Disposition at least equal to the Fair Market Value (including as to the value of all non-cash consideration) of the shares and assets subject to such Asset Disposition; (2) at least 75% of the consideration thereof received by BZ Holdings or such Restricted Subsidiary is in the form of cash or cash equivalents; and (3) an amount equal to 100% of the Net Available Cash from such Asset Disposition is applied by BZ Holdings or such Restricted Subsidiary, as the case may be: (A) to the extent BZ Holdings or such Restricted Subsidiary, as the case may be, elects (or is required by the terms of any Indebtedness), to prepay, repay, redeem or purchase Indebtedness under any Credit Agreement or Indebtedness (other than any Preferred Stock) of a Restricted Subsidiary that is not an Issuer or a Subsidiary Guarantor (in each case other than Indebtedness owed to BZ Holdings or an Affiliate of BZ Holdings) within one year from the later of the date of such Asset Disposition or the receipt of such Net Available Cash; (B) to the extent BZ Holdings or such Restricted Subsidiary, as the case may be, elects, to acquire, make or improve Additional Assets within one year from the later of the date of such Asset Disposition or the receipt of such Net Available Cash; (C) to the extent of the balance of such Net Available Cash after application in accordance with clauses (A) and (B), to make an offer to the Holders of the Notes (and to holders of other Senior Indebtedness of Boise Paper Holdings designated by Boise Paper Holdings) to purchase Notes (and such other Senior Indebtedness of Boise Paper Holdings) pursuant to and subject to the conditions contained in this Indenture; and (D) to enter into binding commitments to take any of the actions described in clauses (A) and (B), and take such actions within one year of entering into such commitment; provided, however, that in connection with any prepayment, repayment or purchase of Indebtedness pursuant to clause (A) or (C) above, BZ Holdings or such Restricted Subsidiary shall permanently retire such Indebtedness and shall cause the related loan commitment (if any) to be permanently reduced in an amount equal to the principal amount so prepaid, repaid or purchased. Notwithstanding the foregoing provisions of this Section 4.06, BZ Holdings and the Restricted Subsidiaries will not be required to apply any Net Available Cash in accordance with this Section 4.06 except to the extent that the aggregate Net Available Cash from all Asset Dispositions which is not applied in accordance with this covenant exceeds $20.0 million. Pending application of Net Available Cash pursuant to this Section 4.06, such Net Available Cash shall be invested in Temporary Cash Investments or applied to temporarily reduce revolving credit Indebtedness. For the purposes of this Section 4.06(a), the following are deemed to be cash or cash equivalents: (1) the assumption or discharge of Indebtedness of BZ Holdings (other than obligations in respect of Disqualified Stock of BZ Holdings) or any Restricted Subsidiary (other than obligations in respect of Disqualified Stock or Preferred Stock of an Issuer or a Subsidiary Guarantor) and the release of BZ Holdings or such Restricted Subsidiary from all liability on such Indebtedness in connection with such Asset Disposition; (2) securities received by BZ Holdings or any Restricted Subsidiary from the transferee that are converted by BZ Holdings or such Restricted Subsidiary into cash within 180 days after such Asset Disposition, to the extent of the cash received in that conversion; and (3) any Designated Non-cash Consideration received by BZ Holdings or any Restricted Subsidiary in an Asset Disposition having an aggregate Fair Market Value, taken together with all other Designated Non-cash Consideration received pursuant to this clause (3) (unless such Designated Non-cash Consideration has been converted into cash, which cash shall be treated after such conversion as Net Available Cash), not to exceed 7.5% of Consolidated Net Tangible Assets at the time of the receipt of such Designated Non-cash Consideration (with the Fair Market Value of each item of Designated Non-cash Consideration being measured at the time received and without giving effect to subsequent changes in value). (b) In the event of an Asset Disposition that requires the purchase of Notes (and other Senior Indebtedness of Boise Paper Holdings) pursuant to Section 4.06 (a)(3)(C), the Issuers shall purchase Notes tendered pursuant to an offer by the Issuers for the Notes (and such other Senior Indebtedness) (the “Offer”) at a purchase price of 100% of their principal amount (or, in the event such other Senior Indebtedness of Boise Paper Holdings was issued with original issue discount, 100% of the accreted value with respect thereto) without premium, plus accrued but unpaid interest (or, in respect of such other Senior Indebtedness of Boise Paper Holdings, such lesser price, if any, as may be provided for by the terms of such Senior Indebtedness) in accordance with the procedures (including prorating in the event of oversubscription) set forth in Section 4.06(c). If the aggregate purchase price of the securities tendered exceeds the Net Available Cash allotted to their purchase, the Issuers shall select the securities to be purchased on a pro rata basis but in round denominations, which in the case of the Notes shall be denominations of $1,000 principal amount (subject to the $2,000 minimum denomination) or multiples thereof. If the aggregate purchase price of the securities purchased pursuant to such offer in accordance with this Section 4.06 is less than the Net Available Cash offered therefor, the Issuers may use any such excess Net Available Cash for general corporate purposes or any other purpose, in each case not prohibited by this Indenture. The Issuers shall not be required to make such an Offer to purchase Notes (and other Senior Indebtedness of Boise Paper Holdings) pursuant to this Section 4.06 if the Net Available Cash available therefor is less than $20.0 million (which lesser amount shall be carried forward for purposes of determining whether such an Offer is required with respect to the Net Available Cash from any subsequent Asset Disposition). Upon completion of such an Offer, Net Available Cash shall be deemed to be reduced by the aggregate amount of such Offer (regardless of the amount of Notes tendered in such Offer). (1) Promptly, and in any event within 10 days after the Issuers become obligated to make an Offer, the Issuers shall deliver to the Trustee and send, by first-class mail to each Holder, a written notice stating that the Holder may elect to have his Notes purchased by the Issuers either in whole or in part (subject to prorating as described in Section 4.06(b) in the event the Offer is oversubscribed) in integral multiples of $1,000 of principal amount (subject to the $2,000 minimum denomination), at the applicable purchase price. The notice shall specify a purchase date not less than 30 days nor more than 60 days after the date of such notice (the “Purchase Date”) and shall contain such information concerning the business of BZ Holdings and the Restricted Subsidiaries which the Issuers in good faith believe will enable such Holders to make an informed decision and all instructions and materials necessary to tender Notes pursuant to the Offer, together with the information contained in clause (3). (2) Not later than the date upon which written notice of an Offer is delivered to the Trustee as provided below, the Issuers shall deliver to the Trustee an Officers’ Certificate as to (A) the amount of the Offer (the “Offer Amount”), including information as to any other Senior Indebtedness included in the Offer, (B) the allocation of the Net Available Cash from the Asset Dispositions pursuant to which such Offer is being made and (C) the compliance of such allocation with the provisions of Section 4.06(a) and (b). On such date, the Issuers shall also irrevocably deposit with the Trustee or with a Paying Agent (or, if an Issuer is acting as its own Paying Agent, segregate and hold in trust) in Temporary Cash Investments, maturing on the last day prior to the Purchase Date or on the Purchase Date if funds are immediately available by open of business, an amount equal to the Offer Amount to be held for payment in accordance with the provisions of this Section. If the Offer includes other Senior Indebtedness, the deposit described in the preceding sentence may be made with any other paying agent pursuant to arrangements satisfactory to the Trustee. Upon the expiration of the period for which the Offer remains open (the “Offer Period”), the Issuers shall deliver to the Trustee for cancellation the Notes or portions thereof which have been properly tendered to and are to be accepted by the Issuers. The Trustee shall, on the Purchase Date, mail or deliver payment (or cause the delivery of payment) to each tendering Holder in the amount of the purchase price. In the event that the aggregate purchase price of the Notes delivered by the Issuers to the Trustee is less than the Offer Amount applicable to the Notes, the Trustee shall deliver the excess to the Issuers immediately after the expiration of the Offer Period for application in accordance with this Section 4.06. (3) Holders electing to have a Note purchased shall be required to surrender the Note, with an appropriate form duly completed, to the Issuers at the address specified in the notice at least three Business Days prior to the Purchase Date. Holders shall be entitled to withdraw their election if the Trustee or an Issuer receives not later than one Business Day prior to the Purchase Date, a facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note which was delivered for purchase by the Holder and a statement that such Holder is withdrawing his election to have such Note purchased. Holders whose Notes are purchased only in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered. (4) At the time the Issuers deliver Notes to the Trustee which are to be accepted for purchase, the Issuers shall also deliver an Officers’ Certificate stating that such Notes are to be accepted by the Issuers pursuant to and in accordance with the terms of this Section 4.06. A Note shall be deemed to have been accepted for purchase at the time the Trustee, directly or through an agent, mails or delivers payment therefor to the surrendering Holder. (d) The Issuers will comply, to the extent applicable, with the requirements of Section 14(e) of the Exchange Act and any other securities laws or regulations in connection with the repurchase of Notes pursuant to this Section 4.06. To the extent that the provisions of any securities laws or regulations conflict with provisions of this Section 4.06, the Issuers shall comply with the applicable securities laws and regulations and shall not be deemed to have breached their obligations under this Section 4.06 by virtue of their compliance with such securities laws or regulations.

Limitation on Sales of Assets and Subsidiary Stock. (a) BZ Holdings The Company shall not, and shall not permit any of its Restricted Subsidiaries Subsidiary to, directly or indirectly, consummate any Asset Disposition unless: unless (1i) BZ Holdings the Company or such Restricted Subsidiary receives consideration at the time of such Asset Disposition at least equal to the Fair Market Value fair market value (including as to the value of all non-cash consideration) ), as determined in good faith by the Board of Directors, of the shares and assets subject to such Asset Disposition; (2) , and at least 75% of the consideration thereof received by BZ Holdings the Company or such Restricted Subsidiary is in the form of cash or cash equivalents; and equivalents and (3ii) an amount equal to 100% of the Net Available Cash from such Asset Disposition is applied by BZ Holdings the Company (or such Restricted Subsidiary, as the case may be: ) (A) first, to the extent BZ Holdings or such Restricted Subsidiary, as the case may be, Company elects in its sole discretion (or is required by the terms of any Indebtedness), to prepay, repay, redeem or purchase (and permanently reduce the commitments under) Indebtedness under any the New Credit Agreement or Indebtedness (other than any Preferred Stock) of a Restricted Subsidiary that is not an Issuer or a Subsidiary Guarantor (in each case other than Indebtedness owed otherwise secured by its assets subject to BZ Holdings or an Affiliate of BZ Holdings) such Asset Disposition within one year from the later of the date of such Asset Disposition or the receipt of such Net Available Cash; Cash (the "Receipt Date"); (B) second, to the extent BZ Holdings or of the balance of such Restricted Subsidiary, as the case may be, electsNet Available Cash after application in accordance with clause (A), to acquirethe extent the Company elects in its sole discretion, make or improve to acquire Additional Assets; provided, however, that the Company shall be required to commit such Net Available Cash to the acquisition of Additional Assets within one year from the later of the date of such Asset Disposition or the receipt Receipt Date and shall be required to consummate the acquisition of such Net Available Cash; Additional Assets within 18 months from the Receipt Date; (C) third, to the extent of the balance of such Net Available Cash after application in accordance with clauses (A) and (B), to make an offer pursuant to paragraph (b) below to the Holders of the Notes (and to holders of other Senior Indebtedness of Boise Paper Holdings designated by Boise Paper Holdings) to purchase Notes (and such other Senior Indebtedness of Boise Paper Holdings) pursuant to and subject to the conditions contained in this IndentureIndenture (an "Asset Sale Offer"); and and (D) fourth, to enter into binding commitments to take any the extent of the actions described balance of such Net Available Cash after application in accordance with clauses (A), (B) and (B), and take such actions within one year of entering into such commitment; provided, however, that in connection with any prepayment, repayment or purchase of Indebtedness pursuant to clause (A) or (C) above, BZ Holdings to any other application or such Restricted Subsidiary shall permanently retire such Indebtedness and shall cause the related loan commitment (if any) to be permanently reduced in an amount equal to the principal amount so prepaid, repaid or purchaseduse not prohibited by this Indenture. Notwithstanding the foregoing provisions of this Section 4.06paragraph, BZ Holdings the Company and the Restricted Subsidiaries will shall not be required to apply any the Net Available Cash in accordance with this Section 4.06 paragraph except to the extent that the aggregate Net Available Cash from all Asset Dispositions which is not applied in accordance with this covenant paragraph exceeds $20.0 5 million (at which time, the entire unutilized Net Available Cash, and not just the amount in excess of $5 million, shall be applied pursuant to this paragraph). Pending application of Net Available Cash pursuant to this Section 4.06covenant, such Net Available Cash shall be invested in Temporary Cash Investments or applied to temporarily reduce revolving credit IndebtednessPermitted Investments. For the purposes of this Section 4.06(a)covenant, the following are deemed to be cash or cash equivalents: : (1x) the express assumption or discharge of Indebtedness of BZ Holdings (other than obligations in respect of Disqualified Stock of BZ Holdings) the Company or any Restricted Subsidiary (other than obligations in respect of Disqualified Stock or Preferred Stock of an Issuer or a Subsidiary Guarantor) and the release of BZ Holdings the Company or such Restricted Subsidiary from all liability on such Indebtedness in connection with such Asset Disposition; , (2y) securities received by BZ Holdings the Company or any Restricted Subsidiary from the transferee that are converted by BZ Holdings the Company or such Restricted Subsidiary into cash within 180 90 days after such Asset Disposition, to of closing the extent of the cash received in that conversion; and transaction and (3z) any Designated Non-cash Consideration received by BZ Holdings or any Restricted Subsidiary in an Asset Disposition having an aggregate Fair Market Value, taken together with all other Designated Non-cash Consideration received pursuant to this clause (3) (unless such Designated Non-cash Consideration has been converted into cash, which cash shall be treated after such conversion as Net Available Cash), not to exceed 7.5% of Consolidated Net Tangible Assets at the time of the receipt of such Designated Non-cash Consideration (with the Fair Market Value of each item of Designated Non-cash Consideration being measured at the time received and without giving effect to subsequent changes in value)Temporary Cash Investments. (b) In the event Notice of an Asset Disposition Sale Offer shall be mailed by the Company not more than 20 Business Days after the obligation to make such Asset Sale Offer arises to the Holders of Notes at their last registered addresses with a copy to the Trustee and the Paying Agent. The Asset Sale Offer shall remain open from the time of mailing for at least 20 Business Days and until 5:00 p.m., New York City time, on the date fixed for Purchase of Notes validly tendered and not withdrawn, which date shall be not later than the 30th Business Day following the mailing of such Asset Sale Offer (the "Asset Sale Offer Purchase Date"). The notice, which shall govern the terms of the Asset Sale Offer, shall include such disclosures as are required by law and shall state: (i) that requires the Asset Sale Offer is being made pursuant to this Section 10.15 and that the Asset Sale Offer shall remain open for a period of 20 Business Days or such longer period as may be required by law; (ii) the purchase price (including the amount of Notes (and other Senior Indebtedness of Boise Paper Holdings) pursuant to Section 4.06 (a)(3)(C), the Issuers shall purchase Notes tendered pursuant to an offer by the Issuers for the Notes (and such other Senior Indebtedness) (the “Offer”) at a purchase price of 100% of their principal amount (or, in the event such other Senior Indebtedness of Boise Paper Holdings was issued with original issue discount, 100% of the accreted value with respect thereto) without premium, plus accrued but unpaid interest (or, in respect of such other Senior Indebtedness of Boise Paper Holdings, such lesser priceinterest, if any) for each Note, as may be provided the Asset Sale Offer Purchase Date and the date on which the Asset Sale Offer expires; (iii) that any Note not tendered for by the terms of such Senior Indebtedness) payment will continue to accrue interest in accordance with the procedures terms thereof; (including prorating iv) that, unless the Company shall default in the event of oversubscription) set forth in Section 4.06(c). If the aggregate purchase price of the securities tendered exceeds the Net Available Cash allotted to their purchase, the Issuers shall select the securities to be purchased on a pro rata basis but in round denominations, which in the case of the Notes shall be denominations of $1,000 principal amount (subject to the $2,000 minimum denomination) or multiples thereof. If the aggregate purchase price of the securities purchased pursuant to such offer in accordance with this Section 4.06 is less than the Net Available Cash offered therefor, the Issuers may use any such excess Net Available Cash for general corporate purposes or any other purpose, in each case not prohibited by this Indenture. The Issuers shall not be required to make such an Offer to purchase Notes (and other Senior Indebtedness of Boise Paper Holdings) pursuant to this Section 4.06 if the Net Available Cash available therefor is less than $20.0 million (which lesser amount shall be carried forward for purposes of determining whether such an Offer is required with respect to the Net Available Cash from any subsequent Asset Disposition). Upon completion of such an Offer, Net Available Cash shall be deemed to be reduced by the aggregate amount of such Offer (regardless of the amount of Notes tendered in such Offer). (1) Promptly, and in any event within 10 days after the Issuers become obligated to make an Offer, the Issuers shall deliver to the Trustee and send, by first-class mail to each Holder, a written notice stating that the Holder may elect to have his Notes purchased by the Issuers either in whole or in part (subject to prorating as described in Section 4.06(b) in the event the Offer is oversubscribed) in integral multiples of $1,000 of principal amount (subject to the $2,000 minimum denomination), at the applicable purchase price. The notice shall specify a purchase date not less than 30 days nor more than 60 days after the date of such notice (the “Purchase Date”) and shall contain such information concerning the business of BZ Holdings and the Restricted Subsidiaries which the Issuers in good faith believe will enable such Holders to make an informed decision and all instructions and materials necessary to tender Notes pursuant to the Offer, together with the information contained in clause (3). (2) Not later than the date upon which written notice of an Offer is delivered to the Trustee as provided below, the Issuers shall deliver to the Trustee an Officers’ Certificate as to (A) the amount of the Offer (the “Offer Amount”), including information as to any other Senior Indebtedness included in the Offer, (B) the allocation of the Net Available Cash from the Asset Dispositions pursuant to which such Offer is being made and (C) the compliance of such allocation with the provisions of Section 4.06(a) and (b). On such date, the Issuers shall also irrevocably deposit with the Trustee or with a Paying Agent (or, if an Issuer is acting as its own Paying Agent, segregate and hold in trust) in Temporary Cash Investments, maturing on the last day prior to the Purchase Date or on the Purchase Date if funds are immediately available by open of business, an amount equal to the Offer Amount to be held for payment in accordance with the provisions of this Section. If the Offer includes other Senior Indebtedness, the deposit described in the preceding sentence may be made with any other paying agent pursuant to arrangements satisfactory to the Trustee. Upon the expiration of the period for which the Offer remains open (the “Offer Period”), the Issuers shall deliver to the Trustee for cancellation the Notes or portions thereof which have been properly tendered to and are to be accepted by the Issuers. The Trustee shall, on the Purchase Date, mail or deliver payment (or cause the delivery of payment) to each tendering Holder in the amount of the purchase price. In the event that the aggregate purchase price of the Notes delivered by the Issuers , any Note accepted for payment pursuant to the Trustee is less than the Asset Sale Offer Amount applicable shall cease to the Notes, the Trustee shall deliver the excess to the Issuers immediately accrue interest after the expiration of the Asset Sale Offer Period for application in accordance with this Section 4.06.Purchase Date; (3v) that Holders electing to have a Note Notes purchased shall pursuant to an Asset Sale Offer will be required to surrender the Note, with an appropriate form duly completed, their Notes to the Issuers Paying Agent at the address specified in the notice at least three Business Days prior to 5:00 p.m., New York City time, on the Asset Sale Offer Purchase Date. Date and must complete any form letter of transmittal proposed by the Company and acceptable to the Trustee and the Paying Agent; (vi) that Holders shall of Notes will be entitled to withdraw their election if the Trustee or an Issuer receives Paying Agent receives, not later than one Business Day prior to 5:00 p.m., New York City time, on the Asset Sale Offer Purchase Date, a facsimile transmission or letter setting forth the name of the HolderHolders, the principal amount of Notes the Holders delivered for purchase, the Note which was delivered for purchase by the Holder certificate number (if any) and a statement that such Holder is withdrawing his election to have such Note Notes purchased. ; (vii) that Holders whose Notes are purchased only in part shall will be issued new Notes of like tenor equal in principal amount to the unpurchased portion of the Notes surrendered; (viii) the instructions that Holders must follow in order to tender their Notes; and (ix) information concerning the business of the Company, the most recent annual and quarterly reports of the Company filed with the Commission pursuant to the Exchange Act (or, if the Company is not required to file any such reports with the SEC, the comparable reports prepared pursuant to Section 10.09), a description of material developments in the Company's business, information with respect to pro forma historical financial information after giving effect to such Asset Sale and such other information concerning the circumstances and relevant facts regarding such Asset Sale and Asset Sale Offer as would, in the good faith judgment of the Company, be material to a Holder of Notes in connection with the decision of such Holder as to whether or not it should tender Notes pursuant to the Asset Sale Offer. On the Asset Sale Offer Purchase Date, the Company will (i) accept for payment Notes or portions thereof tendered pursuant to the Asset Sale Offer, (ii) deposit with the Paying Agent money, in immediately available funds, sufficient to pay the purchase price of all Notes or portions thereof so tendered and accepted and (iii) deliver to the Trustee the Notes so accepted together with an Officers' Certificate setting forth the Notes or portions thereof 61 -58- tendered to and accepted for payment by the Company. The Paying Agent will promptly mail or deliver to the Holders of Notes so accepted payment in an amount equal to the purchase price, and the Trustee shall promptly authenticate and mail or deliver to such Holders a new Note of like tenor equal in principal amount to any unpurchased portion of the Note surrendered. Any Notes not so accepted shall be promptly mailed or delivered by the Company to the Holder thereof. The Company will publicly announce the results of the Asset Sale Offer not later than the first Business Day following the Asset Sale Offer Purchase Date. (4) At the time the Issuers deliver Notes to the Trustee which are to be accepted for purchase, the Issuers shall also deliver an Officers’ Certificate stating that such Notes are to be accepted by the Issuers pursuant to and in accordance with the terms of this Section 4.06. A Note shall be deemed to have been accepted for purchase at the time the Trustee, directly or through an agent, mails or delivers payment therefor to the surrendering Holder. (dc) The Issuers will Company shall comply, to the extent applicable, with the requirements of Section 14(e) of the Exchange Act and any other securities laws or regulations in connection with the repurchase of Notes pursuant to this Section 4.06covenant. To the extent that the provisions of any securities laws or regulations conflict with provisions of this Section 4.06covenant, the Issuers Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached their its obligations under this Section 4.06 clause by virtue of their compliance with such securities laws or regulationsthereof.

Limitation on Sales of Assets and Subsidiary Stock. (a) BZ Holdings shall The Company will not, and shall will not permit any of its Restricted Subsidiaries Group Member to, directly or indirectly, consummate any Asset Disposition unless: (1) BZ Holdings the Company or such Restricted Subsidiary Group Member receives consideration at the time of such Asset Disposition at least equal to the Fair Market Value (including as to the value of all non-cash noncash consideration) ), of the shares and assets subject to such Asset Disposition; (2) at least 75% of the consideration thereof received by BZ Holdings the Company or such Restricted Subsidiary Group Member is in the form of cash or cash equivalents, Marketable Securities or Telecommunications Assets; and (3) an amount equal to 100% of the Net Available Cash from such Asset Disposition is applied by BZ Holdings the Company (or such Restricted SubsidiaryGroup Member, as the case may be:) (A) first, to the extent BZ Holdings the Company or such Restricted Subsidiary, as the case may be, Group Member elects (or is required by the terms of any Indebtedness), to prepay, repay, redeem or purchase (x) Senior Indebtedness under any Credit Agreement of the Company that is either secured Indebtedness or has a Stated Maturity prior to the Stated Maturity of the Securities or (y) Indebtedness (other than any Preferred Disqualified Stock) of a Restricted Subsidiary that is not an Issuer or a Subsidiary Guarantor Group Member (in each case other than Indebtedness owed to BZ Holdings the Company or an Affiliate of BZ Holdingsthe Company) within one year from the later of the date of such Asset Disposition or the receipt of such Net Available Cash; (B) second, to the extent BZ Holdings or of the balance of such Restricted SubsidiaryNet Available Cash after application in accordance with clause (A), as to the case may be, extent the Company elects, to acquire, make or improve Additional acquire Telecommunications Assets within one year from the later of the date of such Asset Disposition or the receipt of such Net Available Cash;; and (C) third, to the extent of the balance of such Net Available Cash after application in accordance with clauses (A) and (B), to make an offer to the Holders holders of the Notes Securities (and to holders of other Senior Indebtedness of Boise Paper Holdings designated by Boise Paper Holdingsthat have a right to be included in such offer) to purchase Notes Securities (and such other Senior Indebtedness of Boise Paper HoldingsIndebtedness) pursuant to and subject to the conditions contained in this Indenture; and (D) to enter into binding commitments to take any of the actions described in clauses (A) and (BSection 4.06(b), and take such actions within one year of entering into such commitment; provided, however, that in connection with any prepayment, repayment or purchase of Indebtedness pursuant to clause (A) or (C) above, BZ Holdings the Company or such Restricted Subsidiary Group Member shall permanently retire such Indebtedness (other than Indebtedness Incurred pursuant to the revolving loan portion of a Permitted Credit Facility) and shall cause the related loan commitment (if any) to be permanently reduced in an amount equal to the principal amount so prepaid, repaid or purchased. Notwithstanding the foregoing provisions of this Section 4.06, BZ Holdings the Company and the Restricted Subsidiaries Group Members will not be required to apply any Net Available Cash in accordance with this Section 4.06 except to the extent that the aggregate Net Available Cash from all Asset Dispositions which is are not applied in accordance with this covenant Section 4.06 exceeds $20.0 5.0 million. Pending application of Net Available Cash pursuant to this Section 4.06, such Net Available Cash shall be invested in Temporary Cash Investments or applied to temporarily reduce revolving credit IndebtednessPermitted Investments. For the purposes of this Section 4.06(a)4.06, the following are deemed to be cash or cash equivalents: (1) the assumption or discharge of Indebtedness of BZ Holdings (other than obligations in respect of Disqualified Stock of BZ Holdings) the Company or any Restricted Subsidiary (other than obligations in respect of Disqualified Stock or Preferred Stock of an Issuer or a Subsidiary Guarantor) Group Member and the release of BZ Holdings the Company or such Restricted Subsidiary Group Member from all liability on such Indebtedness in connection with such Asset Disposition;; and (2) securities received by BZ Holdings the Company or any Restricted Subsidiary Group Member from the transferee that are promptly converted by BZ Holdings the Company or such Restricted Subsidiary Group Member into cash within 180 days after such Asset Disposition, to the extent of the or cash received in that conversion; and (3) any Designated Non-cash Consideration received by BZ Holdings or any Restricted Subsidiary in an Asset Disposition having an aggregate Fair Market Value, taken together with all other Designated Non-cash Consideration received pursuant to this clause (3) (unless such Designated Non-cash Consideration has been converted into cash, which cash shall be treated after such conversion as Net Available Cash), not to exceed 7.5% of Consolidated Net Tangible Assets at the time of the receipt of such Designated Non-cash Consideration (with the Fair Market Value of each item of Designated Non-cash Consideration being measured at the time received and without giving effect to subsequent changes in value)equivalents. (b) In the event of an Asset Disposition that requires the purchase of Notes Securities (and other Senior Indebtedness of Boise Paper HoldingsIndebtedness) pursuant to Section 4.06 (a)(3)(C4.06(a)(3)(C), the Issuers Company shall purchase Notes Securities tendered pursuant to an offer by the Issuers Company for the Notes Securities (and such other Senior Indebtedness) (the “"Offer”") at a purchase price of 100% of their principal amount (or, if other than the Securities, 100% of their principal amount or, in the event such other Senior Indebtedness of Boise Paper Holdings was issued with significant original issue discount, 100% of the accreted value with respect thereto) thereof), without premium, plus accrued but unpaid interest (or, in respect of such other Senior Indebtedness of Boise Paper HoldingsIndebtedness, such lesser price, if any, as may be provided for by the terms of such Senior Indebtedness) in accordance with the procedures (including prorating prorationing in the event of oversubscription) set forth in Section 4.06(c). If the aggregate purchase price of Securities (and any other Senior Indebtedness) tendered pursuant to the securities tendered Offer exceeds the Net Available Cash allotted to their purchase, the Issuers Company shall select the securities Securities and other Senior Indebtedness to be purchased on a pro rata basis but in round denominations, which in the case of the Notes shall Securities will be denominations of $1,000 principal amount (subject to the $2,000 minimum denomination) or multiples thereof. If the aggregate purchase price of the securities purchased pursuant to such offer in accordance with this Section 4.06 is less than the Net Available Cash offered therefor, the Issuers may use any such excess Net Available Cash for general corporate purposes or any other purpose, in each case not prohibited by this Indenture. The Issuers Company shall not be required to make such an Offer to purchase Notes Securities (and other Senior Indebtedness of Boise Paper HoldingsIndebtedness) pursuant to this Section 4.06 if the Net Available Cash available therefor is less than $20.0 10.0 million (which lesser amount shall be carried forward for purposes of determining whether such an Offer is required with respect to the Net Available Cash from any subsequent Asset Disposition). Upon completion of such an Offer, the amount of Net Available Cash shall be deemed to be reduced by that served as the aggregate amount of basis for such Offer (regardless will be reset at zero for purposes of the amount of Notes tendered in such OfferSection 4.06(a). (1) Promptly, and in any event within 10 days after the Issuers become Company becomes obligated to make an Offer, the Issuers Company shall deliver to the Trustee and send, by first-class mail to each Holder, a written notice stating that the Holder may elect to have his Notes Securities purchased by the Issuers Company either in whole or in part (subject to prorating as described in Section 4.06(b) in the event the Offer is oversubscribed) in integral multiples of $1,000 of principal amount (subject to the $2,000 minimum denomination)amount, at the applicable purchase price. The notice shall specify a purchase date not less than 30 days nor more than 60 days after the date of such notice (the “"Purchase Date”") and shall contain such information concerning the business of BZ Holdings and the Restricted Subsidiaries Company which the Issuers Company in good faith believe believes will enable such Holders to make an informed decision and all instructions and materials necessary to tender Notes pursuant to the Offer, together with the information contained in clause (3). (2) Not later than the date upon which written notice of an Offer is delivered to the Trustee as provided below, the Issuers shall deliver to the Trustee an Officers’ Certificate as to at a minimum will include (A) the amount most recently filed Annual Report on Form 10-K (including audited consolidated financial statements) of the Offer (Company, the “Offer Amount”), including information as to most recent subsequently filed Quarterly Report on Form 10-Q and any other Senior Indebtedness included in the Offer, (B) the allocation Current Report on Form 8-K of the Net Available Cash from the Company filed subsequent to such Quarterly Report, other than Current Reports describing Asset Dispositions pursuant to which such Offer is being made and (C) the compliance of such allocation with the provisions of Section 4.06(a) and (b). On such date, the Issuers shall also irrevocably deposit with the Trustee or with a Paying Agent (or, if an Issuer is acting as its own Paying Agent, segregate and hold in trust) in Temporary Cash Investments, maturing on the last day prior to the Purchase Date or on the Purchase Date if funds are immediately available by open of business, an amount equal to the Offer Amount to be held for payment in accordance with the provisions of this Section. If the Offer includes other Senior Indebtedness, the deposit otherwise described in the preceding sentence may be made with any other paying agent pursuant to arrangements satisfactory to the Trustee. Upon the expiration of the period for which the Offer remains open (the “Offer Period”), the Issuers shall deliver to the Trustee for cancellation the Notes or portions thereof which have been properly tendered to and are to be accepted by the Issuers. The Trustee shall, on the Purchase Date, mail or deliver payment offering materials (or cause the delivery of payment) to each tendering Holder in the amount of the purchase price. In the event that the aggregate purchase price of the Notes delivered by the Issuers to the Trustee is less than the Offer Amount applicable to the Notes, the Trustee shall deliver the excess to the Issuers immediately after the expiration of the Offer Period for application in accordance with this Section 4.06. (3) Holders electing to have a Note purchased shall be required to surrender the Note, with an appropriate form duly completed, to the Issuers at the address specified in the notice at least three Business Days prior to the Purchase Date. Holders shall be entitled to withdraw their election if the Trustee or an Issuer receives not later than one Business Day prior to the Purchase Date, a facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note which was delivered for purchase by the Holder and a statement that such Holder is withdrawing his election to have such Note purchased. Holders whose Notes are purchased only in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered. (4) At the time the Issuers deliver Notes to the Trustee which are to be accepted for purchase, the Issuers shall also deliver an Officers’ Certificate stating that such Notes are to be accepted by the Issuers pursuant to and in accordance with the terms of this Section 4.06. A Note shall be deemed to have been accepted for purchase at the time the Trustee, directly or through an agent, mails or delivers payment therefor to the surrendering Holder. (d) The Issuers will comply, to the extent applicable, with the requirements of Section 14(e) of the Exchange Act and any other securities laws or regulations in connection with the repurchase of Notes pursuant to this Section 4.06. To the extent that the provisions of any securities laws or regulations conflict with provisions of this Section 4.06, the Issuers shall comply with the applicable securities laws and regulations and shall not be deemed to have breached their obligations under this Section 4.06 by virtue of their compliance with such securities laws or regulations.corresponding successor reports),

Limitation on Sales of Assets and Subsidiary Stock. (a) BZ Holdings shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, consummate any Asset Disposition unless: (1) BZ Holdings or such Restricted Subsidiary receives consideration at the time of such Asset Disposition at least equal to the Fair Market Value (including as to the value of all non-cash consideration) of the shares and assets subject to such Asset Disposition; (2) at least 75% of the consideration thereof received by BZ Holdings or such Restricted Subsidiary is in the form of cash or cash equivalents; and (3) an amount equal to 100% of the Net Available Cash from such Asset Disposition is applied by BZ Holdings or such Restricted Subsidiary, as the case may be: (A) to the extent BZ Holdings or such Restricted Subsidiary, as the case may be, elects (or is required by the terms of any Indebtedness), to prepay, repay, redeem or purchase Indebtedness under any Credit Agreement or Indebtedness (other than any Preferred Stock) of a Restricted Subsidiary that is not an Issuer or a Subsidiary Guarantor (in each case other than Indebtedness owed to BZ Holdings or an Affiliate of BZ Holdings) within one year from the later of the date of such Asset Disposition or the receipt of such Net Available Cash; (B) to the extent BZ Holdings or such Restricted Subsidiary, as the case may be, elects, to acquire, make or improve Additional Assets within one year from the later of the date of such Asset Disposition or the receipt of such Net Available Cash; (C) to the extent of the balance of such Net Available Cash after application in accordance with clauses (A) and (B), to make an offer to the Holders of the Notes (and to holders of other Senior Indebtedness of Boise Paper Holdings designated by Boise Paper Holdings) to purchase Notes (and such other Senior Indebtedness of Boise Paper Holdings) pursuant to and subject to the conditions contained in this Indenture; and (D) to enter into binding commitments to take any of the actions described in clauses (A) and (B), and take such actions within one year of entering into such commitment; provided, however, that in connection with any prepayment, repayment or purchase of Indebtedness pursuant to clause (A) or (C) above, BZ Holdings or such Restricted Subsidiary shall permanently retire such Indebtedness and shall cause the related loan commitment (if any) to be permanently reduced in an amount equal to the principal amount so prepaid, repaid or purchased. Notwithstanding the foregoing provisions of this Section 4.06, BZ Holdings and the Restricted Subsidiaries will not be required to apply any Net Available Cash in accordance with this Section 4.06 except to the extent that the aggregate Net Available Cash from all Asset Dispositions which is not applied in accordance with this covenant exceeds $20.0 million. Pending application of Net Available Cash pursuant to this Section 4.06, such Net Available Cash shall be invested in Temporary Cash Investments or applied to temporarily reduce revolving credit Indebtedness. For the purposes of this Section 4.06(a), the following are deemed to be cash or cash equivalents: (1) the assumption or discharge of Indebtedness of BZ Holdings (other than obligations in respect of Disqualified Stock of BZ Holdings) or any Restricted Subsidiary (other than obligations in respect of Disqualified Stock or Preferred Stock of an Issuer or a Subsidiary Guarantor) and the release of BZ Holdings or such Restricted Subsidiary from all liability on such Indebtedness in connection with such Asset Disposition; (2) securities received by BZ Holdings or any Restricted Subsidiary from the transferee that are converted by BZ Holdings or such Restricted Subsidiary into cash within 180 days after such Asset Disposition, to the extent of the cash received in that conversion; and (3) any Designated Non-cash Consideration received by BZ Holdings or any Restricted Subsidiary in an Asset Disposition having an aggregate Fair Market Value, taken together with all other Designated Non-cash Consideration received pursuant to this clause (3) (unless such Designated Non-cash Consideration has been converted into cash, which cash shall be treated after such conversion as Net Available Cash), not to exceed 7.5% of Consolidated Net Tangible Assets at the time of the receipt of such Designated Non-cash Consideration (with the Fair Market Value of each item of Designated Non-cash Consideration being measured at the time received and without giving effect to subsequent changes in value). (b) In the event of an Asset Disposition that requires the purchase of Notes (and other Senior Indebtedness of Boise Paper Holdings) pursuant to Section 4.06 (a)(3)(C), the Issuers shall purchase Notes tendered pursuant to an offer by the Issuers for the Notes (and such other Senior Indebtedness) (the “Offer”) at a purchase price of 100% of their principal amount (or, in the event such other Senior Indebtedness of Boise Paper Holdings was issued with original issue discount, 100% of the accreted value with respect thereto) without premium, plus accrued but unpaid interest (or, in respect of such other Senior Indebtedness of Boise Paper Holdings, such lesser price, if any, as may be provided for by the terms of such Senior Indebtedness) in accordance with the procedures (including prorating in the event of oversubscription) set forth in Section 4.06(c). If the aggregate purchase price of the securities tendered exceeds the Net Available Cash allotted to their purchase, the Issuers shall select the securities to be purchased on a pro rata basis but in round denominations, which in the case of the Notes shall be denominations of $1,000 principal amount (subject to the $2,000 minimum denomination) or multiples thereof. If the aggregate purchase price of the securities purchased pursuant to such offer in accordance with this Section 4.06 is less than the Net Available Cash offered therefor, the Issuers may use any such excess Net Available Cash for general corporate purposes or any other purpose, in each case not prohibited by this Indenture. The Issuers shall not be required to make such an Offer to purchase Notes (and other Senior Indebtedness of Boise Paper Holdings) pursuant to this Section 4.06 if the Net Available Cash available therefor is less than $20.0 million (which lesser amount shall be carried forward for purposes of determining whether such an Offer is required with respect to the Net Available Cash from any subsequent Asset Disposition). Upon completion of such an Offer, Net Available Cash shall be deemed to be reduced by the aggregate amount of such Offer (regardless of the amount of Notes tendered in such Offer). (1) Promptly, and in any event within 10 days after the Issuers become obligated to make an Offer, the Issuers shall deliver to the Trustee and send, by first-class mail to each Holder, a written notice stating that the Holder may elect to have his Notes purchased by the Issuers either in whole or in part (subject to prorating as described in Section 4.06(b) in the event the Offer is oversubscribed) in integral multiples of $1,000 of principal amount (subject to the $2,000 minimum denomination), at the applicable purchase price. The notice shall specify a purchase date not less than 30 days nor more than 60 days after the date of such notice (the “Purchase Date”) and shall contain such information concerning the business of BZ Holdings and the Restricted Subsidiaries which the Issuers in good faith believe will enable such Holders to make an informed decision and all instructions and materials necessary to tender Notes pursuant to the Offer, together with the information contained in clause (3). (2) Not later than the date upon which written notice of an Offer is delivered to the Trustee as provided below, the Issuers shall deliver to the Trustee an Officers’ ' Certificate as to (A) the amount of the Offer (the “Offer Amount”), including information as to any other Senior Indebtedness included in the Offer, (B) the allocation of the Net Available Cash from the Asset Dispositions pursuant to which such Offer is being made and (C) the compliance of such allocation with the provisions of Section 4.06(a) and (b). On such date, the Issuers shall also irrevocably deposit with the Trustee or with a Paying Agent (or, if an Issuer is acting as its own Paying Agent, segregate and hold in trust) in Temporary Cash Investments, maturing on the last day prior to the Purchase Date or on the Purchase Date if funds are immediately available by open of business, an amount equal to the Offer Amount to be held for payment in accordance with the provisions of this Section. If the Offer includes other Senior Indebtedness, the deposit described in the preceding sentence may be made with any other paying agent pursuant to arrangements satisfactory to the Trustee. Upon the expiration of the period for which the Offer remains open (the “Offer Period”), the Issuers shall deliver to the Trustee for cancellation the Notes or portions thereof which have been properly tendered to and are to be accepted by the Issuers. The Trustee shall, on the Purchase Date, mail or deliver payment (or cause the delivery of payment) to each tendering Holder in the amount of the purchase price. In the event that the aggregate purchase price of the Notes delivered by the Issuers to the Trustee is less than the Offer Amount applicable to the Notes, the Trustee shall deliver the excess to the Issuers immediately after the expiration of the Offer Period for application in accordance with this Section 4.06. (3) Holders electing to have a Note purchased shall be required to surrender the Note, with an appropriate form duly completed, to the Issuers at the address specified in the notice at least three Business Days prior to the Purchase Date. Holders shall be entitled to withdraw their election if the Trustee or an Issuer receives not later than one Business Day prior to the Purchase Date, a facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note which was delivered for purchase by the Holder and a statement that such Holder is withdrawing his election to have such Note purchased. Holders whose Notes are purchased only in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered. (4) At the time the Issuers deliver Notes to the Trustee which are to be accepted for purchase, the Issuers shall also deliver an Officers’ ' Certificate stating that such Notes are to be accepted by the Issuers pursuant to and in accordance with the terms of this Section 4.06. A Note shall be deemed to have been accepted for purchase at the time the Trustee, directly or through an agent, mails or delivers payment therefor to the surrendering Holder. (d) The Issuers will comply, to the extent applicable, with the requirements of Section 14(e) of the Exchange Act and any other securities laws or regulations in connection with the repurchase of Notes pursuant to this Section 4.06. To the extent that the provisions of any securities laws or regulations conflict with provisions of this Section 4.06, the Issuers shall comply with the applicable securities laws and regulations and shall not be deemed to have breached their obligations under this Section 4.06 by virtue of their compliance with such securities laws or regulations.

Limitation on Sales of Assets and Subsidiary Stock. (a) BZ Holdings The Company shall not, and shall not permit any of its Restricted Subsidiaries Subsidiary to, directly or indirectly, consummate make any Asset Disposition unless: unless (1i) BZ Holdings the Company or such Restricted Subsidiary receives consideration (including by way of relief from, or by any other Person or group of Persons assuming sole responsibility for, any liabilities, contingent or otherwise) at the time of such Asset Disposition at least equal to the Fair Market Value (including as to the value of all non-cash consideration) of the shares and assets subject to such Asset Disposition; (2) at least 75% of the consideration thereof received by BZ Holdings or such Restricted Subsidiary is in the form of cash or cash equivalents; and (3a) an amount equal to 100% of the Net Available Cash from such Asset Disposition is applied by BZ Holdings or such Restricted Subsidiary, as the case may be: (A) to the extent BZ Holdings or such Restricted Subsidiary, as the case may be, elects (or is required by the terms of any Indebtedness), to prepay, repay, redeem or purchase Indebtedness under any Credit Agreement or Indebtedness (other than any Preferred Stock) of a Restricted Subsidiary that is not an Issuer or a Subsidiary Guarantor (in each case other than Indebtedness owed to BZ Holdings or an Affiliate of BZ Holdings) within one year from the later of the date of such Asset Disposition or the receipt of such Net Available Cash; (B) to the extent BZ Holdings or such Restricted Subsidiary, as the case may be, elects, to acquire, make or improve Additional Assets within one year from the later of the date of such Asset Disposition or the receipt of such Net Available Cash; (C) to the extent of the balance of such Net Available Cash after application in accordance with clauses (A) and (B), to make an offer to the Holders of the Notes (and to holders of other Senior Indebtedness of Boise Paper Holdings designated by Boise Paper Holdings) to purchase Notes (and such other Senior Indebtedness of Boise Paper Holdings) pursuant to and subject to the conditions contained in this Indenture; and (D) to enter into binding commitments to take any of the actions described in clauses (A) and (B), and take such actions within one year of entering into such commitment; provided, however, that in connection with any prepayment, repayment or purchase of Indebtedness pursuant to clause (A) or (C) above, BZ Holdings or such Restricted Subsidiary shall permanently retire such Indebtedness and shall cause the related loan commitment (if any) to be permanently reduced in an amount equal to the principal amount so prepaid, repaid or purchased. Notwithstanding the foregoing provisions of this Section 4.06, BZ Holdings and the Restricted Subsidiaries will not be required to apply any Net Available Cash in accordance with this Section 4.06 except to the extent that the aggregate Net Available Cash from all Asset Dispositions which that is not applied in accordance with this covenant Section 4.06(a) exceeds $20.0 million. Pending application of Net Available Cash pursuant to this Section 4.06, such Net Available Cash shall be invested in Temporary Cash Investments or applied to temporarily reduce revolving credit Indebtedness. For the purposes of this Section 4.06(a)4.06, the following are deemed to be cash or cash equivalents: cash: (1A) the assumption or discharge of Indebtedness of BZ Holdings the Company (other than obligations in respect of Disqualified Stock of BZ Holdingsthe Company) or any Restricted Subsidiary (other than obligations in respect of Disqualified Stock or and Preferred Stock of an Issuer or a Restricted Subsidiary that is a Subsidiary Guarantor) and the release of BZ Holdings the Company or such Restricted Subsidiary from all liability on such Indebtedness in connection with such Asset Disposition; Disposition and (2B) securities received by BZ Holdings the Company or any Restricted Subsidiary from the transferee that are converted by BZ Holdings the Company or such Restricted Subsidiary into cash within 180 90 days after such Asset Disposition, to the extent of the cash received in that conversion; and (3) any Designated Non-cash Consideration received by BZ Holdings or any Restricted Subsidiary in an Asset Disposition having an aggregate Fair Market Value, taken together with all other Designated Non-cash Consideration received pursuant to this clause (3) (unless such Designated Non-cash Consideration has been converted into cash, which cash shall be treated after such conversion as Net Available Cash), not to exceed 7.5% of Consolidated Net Tangible Assets at the time of the receipt of such Designated Non-cash Consideration (with the Fair Market Value of each item of Designated Non-cash Consideration being measured at the time received and without giving effect to subsequent changes in value)receipt. (b) In the event of an Asset Disposition that requires the purchase of Notes (and other Senior Indebtedness of Boise Paper Holdings) Securities pursuant to Section 4.06 (a)(3)(C4.06(a)(iii)(3), the Issuers shall be required (i) to purchase Notes Securities tendered pursuant to an offer by the Issuers for the Notes (and such other Senior Indebtedness) Securities (the “"Offer”") at a purchase price of 100% of their principal amount (or, in the event such other Senior Indebtedness of Boise Paper Holdings was issued with original issue discount, 100% of the accreted value with respect thereto) without premium, plus accrued but and unpaid interest (or, in respect of such other Senior Indebtedness of Boise Paper Holdings, such lesser priceincluding additional interest, if any) thereon, as may be provided for by to, but not including, the terms date of such Senior Indebtednesspurchase (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date) in accordance with the procedures (including prorating in the event of oversubscription) set forth in Section 4.06(c) and (ii) to purchase other Senior Subordinated Indebtedness of the Company on the terms and to the extent contemplated thereby (provided that in no event shall the Issuers offer to purchase such other Senior Subordinated Indebtedness of the Company at a purchase price in excess of 100% of its principal amount (without premium), plus accrued and unpaid interest thereon. If the aggregate purchase price of the securities Securities (and other Senior Subordinated Indebtedness) tendered exceeds the Net Available Cash allotted to their purchase, the Issuers shall select the securities to be purchased on a pro rata basis but in round denominations, which in the case of the Notes shall be denominations of $1,000 principal amount (subject pursuant to the $2,000 minimum denomination) or multiples thereof. If the aggregate purchase price of the securities purchased pursuant to such offer in accordance with this Section 4.06 Offer is less than the Net Available Cash offered thereforallotted to the purchase of the Securities (and other Senior Indebtedness), the Issuers may use any such excess Company shall apply the remaining Net Available Cash for general corporate purposes or any other purpose, in each case not prohibited by this Indentureaccordance with Section 4.06(a)(iii)(4). The Issuers shall not be required to make such an Offer to purchase Notes for Securities (and other Senior Indebtedness of Boise Paper HoldingsIndebtedness) pursuant to this Section 4.06 if the Net Available Cash available therefor (after application of the proceeds as provided in clauses (1) and (2) of Section 4.06(a)(iii)) is less than $20.0 5.0 million for any particular Asset Disposition (which lesser amount shall be carried forward for purposes of determining whether such an Offer is required with respect to the Net Available Cash from any subsequent Asset Disposition). Upon completion of such an Offer, Net Available Cash shall be deemed to be reduced by the aggregate amount of such Offer (regardless of the amount of Notes tendered in such Offer). (1i) Promptly, and in any event within 10 days after the Issuers become obligated to make an Offer, the Issuers shall be obligated to deliver to the Trustee and send, by first-class mail to each Holder, a written notice stating that the Holder may elect to have his Notes Securities purchased by the Issuers either in whole or in part (subject to prorating as hereinafter described in Section 4.06(b) in the event the Offer is oversubscribed) in integral multiples of $1,000 of principal amount (subject to the $2,000 minimum denomination)amount, at the applicable purchase price. The notice shall specify a purchase date not less than 30 days nor more than 60 days after the date of such notice (the “"Purchase Date”") and shall contain the most recently filed Annual Report on Form 10-K (including audited consolidated financial statements) of the Company, the most recent subsequently filed Quarterly Report on Form 10-Q and any Current Report on Form 8-K of the Company filed subsequent to such information concerning Quarterly Report, other than Current Reports describing Asset Dispositions otherwise described in the business of BZ Holdings and offering materials (or corresponding successor reports) to the Restricted Subsidiaries which the Issuers in good faith believe will enable such Holders to make an informed decision extent not publicly available and all instructions and materials necessary to tender Notes Securities pursuant to the Offer, together with the information contained address referred to in clause (3iii). (2ii) Not later than the date upon which written notice of an Offer is delivered to the Trustee as provided belowabove, the Issuers shall deliver to the Trustee an Officers’ ' Certificate as to (A1) the amount of the Offer (the “"Offer Amount”"), including information as to any other Senior Indebtedness included in the Offer, (B2) the allocation of the Net Available Cash from the Asset Dispositions pursuant to which such Offer is being made and (C3) the compliance of such allocation with the provisions of Section 4.06(a) and (b). On such date, the Issuers shall also irrevocably deposit with the Trustee or with a Paying Agent paying agent (or, if an Issuer is the Issuers are acting as its their own Paying Agentpaying agent, segregate and hold in trust) in Temporary Cash Investments, maturing on the last day prior to the Purchase Date or on the Purchase Date if funds are immediately available by open of business, an amount equal to the Offer Amount to be invested in Temporary Cash Investments and to be held for payment in accordance with the provisions of this Section. If the Offer includes other Senior Indebtedness, the deposit described in the preceding sentence may be made with any other paying agent pursuant to arrangements satisfactory to the Trustee. Upon the expiration of the period for which the Offer remains open (the “"Offer Period”"), the Issuers shall deliver to the Trustee for cancellation cancelation the Notes Securities or portions thereof which that have been properly tendered to and are to be accepted by the Issuers. The Trustee (or the Paying Agent, if not the Trustee) shall, on the Purchase Datedate of purchase, mail or deliver payment (or cause the delivery of payment) to each tendering Holder in the amount of the purchase price. In the event that the aggregate purchase price of the Notes Offer Amount delivered by the Issuers to the Trustee is less greater than the Offer Amount applicable to purchase price of the NotesSecurities (and other Senior Indebtedness) tendered, the Trustee shall deliver the excess to the Issuers immediately after the expiration of the Offer Period for application in accordance with this Section 4.06. (3iii) Holders electing to have a Note Security purchased shall be required to surrender the NoteSecurity, with an appropriate form duly completed, to the Issuers at the address specified in the notice at least three Business Days prior to the Purchase Date. Holders shall be entitled to withdraw their election if the Trustee or an Issuer receives the Issuers receive not later than one Business Day prior to the Purchase Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note Security which was delivered for purchase by the Holder for purchase and a statement that such Holder is withdrawing his election to have such Note Security purchased. If at the expiration of the Offer Period the aggregate principal amount of Securities and any other Senior Indebtedness included in the Offer surrendered by holders thereof exceeds the Offer Amount, the Issuers shall select the Securities and other Senior Indebtedness to be purchased on a pro rata basis (with such adjustments as may be deemed appropriate by the Issuers so that only Securities and other Senior Indebtedness in denominations of $1,000, or integral multiples thereof, shall be purchased). Holders whose Notes Securities are purchased only in part shall will be issued new Notes Securities equal in principal amount to the unpurchased portion of the Notes Securities surrendered. (4iv) At the time the Issuers deliver Notes Securities to the Trustee which are to be accepted for purchase, the Issuers shall also deliver an Officers’ ' Certificate stating that such Notes Securities are to be accepted by the Issuers pursuant to and in accordance with the terms of this Section 4.06Section. A Note Security shall be deemed to have been accepted for purchase at the time the Trustee, directly or through an agent, mails or delivers payment therefor to the surrendering Holder. (dv) The Issuers will shall comply, to the extent applicable, with the requirements of Section 14(e) of the Exchange Act and any other securities laws or regulations in connection with the repurchase of Notes Securities pursuant to this Section 4.06Section. To the extent that the provisions of any securities laws or regulations conflict with provisions of this Section 4.06Section, the Issuers shall comply with the applicable securities laws and regulations and shall not be deemed to have breached their its obligations under this Section 4.06 by virtue of their compliance with such securities laws or regulationsthereof.

Limitation on Sales of Assets and Subsidiary Stock. (a) BZ Holdings The Customer shall not, and shall not permit any of its Restricted Subsidiaries Subsidiary Guarantor to, directly or indirectly, consummate any Asset Disposition unless: (1) BZ Holdings the Customer or such Restricted Subsidiary Guarantor receives consideration at the time of such Asset Disposition at least equal to the Fair Market Value fair market value (including as to the value of all non-cash consideration) ), as determined in good faith by the Board of Directors, of the shares and assets subject to such Asset Disposition; (2) at least 75% of the consideration thereof received by BZ Holdings the Customer or such Restricted Subsidiary Guarantor is in the form of cash or cash equivalents; and; (3) an amount equal to 100% of the Net Available Cash from such Asset Disposition is applied by BZ Holdings the Customer or such Restricted SubsidiarySubsidiary Guarantor, as the case may be:, (A) first, to the extent BZ Holdings the Customer or such Restricted Subsidiary, as the case may be, Subsidiary Guarantor elects (or is required by the terms of any Indebtedness), to prepay, repay, redeem or purchase Senior Indebtedness under any Credit Agreement of the Customer (including the Loans) or Indebtedness (other than any Preferred Disqualified Stock) of a Restricted any Wholly Owned Subsidiary that is not an Issuer or a Subsidiary Guarantor (in each case other than Indebtedness owed to BZ Holdings the Customer or an Affiliate of BZ Holdingsthe Customer) within one year from the later of the date of such Asset Disposition or the receipt of such Net Available Cash; (B) second, to the extent BZ Holdings of the balance of such Net Available Cash after application in accordance with clause (A), to the extent the Customer or such Restricted Subsidiary, as the case may be, Subsidiary Guarantor elects, to acquire, make or improve acquire Additional Assets within one year from the later of the date of such Asset Disposition or the receipt of such Net Available Cash;; PROVIDED, HOWEVER, that the Customer shall have an additional six months to apply such Net Available Cash pursuant to this clause (B) if it shall have entered into a binding acquisition or purchase contract in respect of Additional Assets prior to the expiration of such one-year period; and (C) third, to the extent of the balance of such Net Available Cash after application in accordance with clauses (A) and (B), to make an offer to the Holders of Lender to prepay the Notes (Loans and to the holders of other Senior Indebtedness of Boise Paper Holdings the Customer designated by Boise Paper Holdings) the Customer to purchase Notes (and such other Senior Indebtedness of Boise Paper Holdings) the Customer pursuant to and subject to the conditions contained in this IndentureAgreement or the documentation governing such Senior Indebtedness, as applicable; and (D) to enter into binding commitments to take any of the actions described in clauses (A) and (B)PROVIDED, and take such actions within one year of entering into such commitment; provided, howeverHOWEVER, that in connection with any prepayment, repayment or purchase of Indebtedness pursuant to clause (A) or (C) above, BZ Holdings the Customer or such Restricted Subsidiary Guarantor shall permanently retire such Indebtedness and shall cause the related loan commitment (if any) to be permanently reduced in an amount equal to the principal amount so prepaid, repaid or purchased. Notwithstanding the foregoing provisions of this Section 4.066.05, BZ Holdings the Customer and the Restricted Subsidiaries will Subsidiary Guarantors shall not be required to apply any Net Available Cash in accordance with this Section 4.06 6.05(a) except to the extent that the aggregate Net Available Cash from all Asset Dispositions which is not applied in accordance with this covenant Section 6.05(a) exceeds $20.0 10 million. Pending application of Net Available Cash pursuant to this Section 4.066.05(a), such Net Available Cash shall be invested in Temporary Cash Investments Equivalents or applied to temporarily reduce revolving credit Indebtednessindebtedness. For the purposes of this Section 4.06(a6.05(a), the following are deemed to be cash or cash equivalents: (1) the assumption or discharge of Indebtedness of BZ Holdings the Customer (other than obligations in respect of Disqualified Stock of BZ Holdingsthe Customer) or any Restricted Subsidiary (other than obligations in respect of Disqualified Stock or Preferred Stock of an Issuer or a Subsidiary Guarantor) Guarantor and the release of BZ Holdings the Customer or such Restricted Subsidiary Guarantor from all liability on such Indebtedness in connection with such Asset Disposition;Disposition (in which case the Customer shall, without further action, be deemed to have applied such deemed cash to Indebtedness in accordance with clause (3)(A) above); and (2) securities received by BZ Holdings the Customer or any Restricted Subsidiary Guarantor from the transferee that are promptly converted by BZ Holdings the Customer or such Restricted Subsidiary Guarantor into cash within 180 days after such Asset Dispositioncash, to the extent of the cash received in that conversion; and (3) any Designated Non-cash Consideration received by BZ Holdings or any Restricted Subsidiary in an Asset Disposition having an aggregate Fair Market Value, taken together with all other Designated Non-cash Consideration received pursuant to this clause (3) (unless such Designated Non-cash Consideration has been converted into cash, which cash shall be treated after such conversion as Net Available Cash), not to exceed 7.5% of Consolidated Net Tangible Assets at the time of the receipt of such Designated Non-cash Consideration (with the Fair Market Value of each item of Designated Non-cash Consideration being measured at the time received and without giving effect to subsequent changes in value). (b) In the event of an Asset Disposition that requires the prepayment of the Loans (and purchase of Notes (and other Senior Indebtedness of Boise Paper Holdingsthe Customer) pursuant to Section 4.06 (a)(3)(C6.05(a)(3)(C), the Issuers Customer shall purchase Notes tendered pursuant offer to an offer by prepay a pro rata portion of the Issuers for the Notes (and such other Senior Indebtedness) (the “Offer”) Loans at a purchase price of 100% of their outstanding principal amount (oramount, in the event such other Senior Indebtedness of Boise Paper Holdings was issued with original issue discount, 100% of the accreted value with respect thereto) without premium, plus accrued but and unpaid interest thereon, such pro rata portion of the Loans to be calculated by multiplying (ori) the aggregate amount of the Net Available Cash to be applied under Section 6.05(a)(3)(C) TIMES (ii) a fraction, in respect the numerator of such other which is the outstanding aggregate principal amount of the Loans and the denominator of which is the outstanding aggregate principal amount all Senior Indebtedness of Boise Paper Holdings, such lesser price, if any, as may be provided for by the terms of such Senior Indebtedness) in accordance with the procedures (including prorating the Loans) subject to such prepayment or purchase (in the event of oversubscription) set forth in Section 4.06(ceach case calculated just prior to such prepayment or purchase). If the aggregate purchase price of the securities tendered exceeds the Net Available Cash allotted to their purchase, the Issuers shall select the securities to be purchased on a pro rata basis but in round denominations, which in the case of the Notes Loans shall be denominations of $1,000 principal amount (subject to the $2,000 minimum denomination) or multiples thereof. If the aggregate purchase price of the securities purchased pursuant to such offer in accordance with this Section 4.06 is less than the Net Available Cash offered thereforoutstanding aggregate principal amount of all the Loans, the Issuers may use any such excess Net Available Cash for general corporate purposes or any other purpose, Customer shall prepay the Loans in each case not prohibited by this Indenturethe manner provided in Section 2.04(a). The Issuers Customer shall not be required to make such an Offer to purchase Notes (and other Senior Indebtedness of Boise Paper Holdings) offer pursuant to this Section 4.06 6.05(a)(3)(C) if the Net Available Cash available therefor is less than $20.0 5 million (which lesser amount shall be carried forward for purposes of determining whether such an Offer offer is required with respect to the Net Available Cash from any subsequent Asset Disposition). Upon completion of such an Offeroffer, Net Available Cash shall be deemed to be reduced by the aggregate amount of such Offer (regardless of the amount of Notes tendered in such Offer)offer. (1c) Promptly, and in any event within 10 days after the Issuers become Customer becomes obligated to make an Offerthe foregoing offer, the Issuers Customer shall deliver to the Trustee and send, by first-class mail to each Holder, Lender a written notice stating that the Holder may elect to have his Notes purchased by the Issuers either in whole or in part (subject to prorating as described in Section 4.06(b) in the event the Offer is oversubscribed) in integral multiples of $1,000 of principal amount (subject to the $2,000 minimum denomination), at the applicable purchase pricethereof. The notice shall specify a purchase prepayment date not less than 30 days nor more than 60 days after the date of such notice (the “Purchase DatePREPAYMENT DATE”) and shall contain such information concerning the business of BZ Holdings and the Restricted Subsidiaries Customer which the Issuers Customer in good faith believe believes will enable such Holders the Lender to make an informed decision (which at a minimum will include (A) the most recently filed Annual Report on Form 10-K (including audited consolidated financial statements) of the Customer, the most recent subsequently filed Quarterly Report on Form 10-Q, if any, and all instructions and Current Reports on Form 8-K of the Customer filed subsequent to such Quarterly Report, if any, other than Current Reports describing Asset Dispositions otherwise described in the offering materials necessary to tender Notes pursuant (or corresponding successor reports), (B) a description of material developments in the Customer’s business subsequent to the Offerdate of the latest of such Reports and (C) if material, together with the information contained in clause (3appropriate pro forma financial information). (2) . Not later than the date upon which written notice of an Offer such offer is delivered to the Trustee Lender as provided belowabove, the Issuers Customer shall deliver to the Trustee Lender an Officers’ Certificate as to (A) the amount of the Offer offer (the “Offer AmountOFFER AMOUNT”), including information as to any other Senior Indebtedness included in the Offeroffer, (B) the allocation of the Net Available Cash from the Asset Dispositions pursuant to which such Offer offer is being made and (C) the compliance of such allocation with the provisions of Section 4.06(a6.05(a) and (b). On such date, the Issuers shall also irrevocably deposit with the Trustee or with a Paying Agent (or, if an Issuer is acting as its own Paying Agent, segregate and hold in trust) in Temporary Cash Investments, maturing on the last day prior to the Purchase Date or on the Purchase Date if funds are immediately available by open of business, an amount equal to the Offer Amount to be held for payment in accordance with the provisions of this Section. If the Offer includes other Senior Indebtedness, the deposit described in the preceding sentence may be made with any other paying agent pursuant to arrangements satisfactory to the Trustee. Upon the expiration of the period for which the Offer remains open (the “Offer Period”), the Issuers shall deliver to the Trustee for cancellation the Notes or portions thereof which have been properly tendered to and are to be accepted by the Issuers. The Trustee shall, on the Purchase Date, mail or deliver payment (or cause the delivery of payment) to each tendering Holder in the amount of the purchase price. In the event that the aggregate purchase price of the Notes delivered by the Issuers to the Trustee is less than the Offer Amount applicable to the Notes, the Trustee shall deliver the excess to the Issuers immediately after the expiration of the Offer Period for application in accordance with this Section 4.06. (3) Holders electing to have a Note purchased shall be required to surrender the Note, with an appropriate form duly completed, to the Issuers at the address specified in the notice at least three Business Days prior to the Purchase Date. Holders shall be entitled to withdraw their election if the Trustee or an Issuer receives not later than one Business Day prior to the Purchase Date, a facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note which was delivered for purchase by the Holder and a statement that such Holder is withdrawing his election to have such Note purchased. Holders whose Notes are purchased only in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered. (4) At the time the Issuers deliver Notes to the Trustee which are to be accepted for purchase, the Issuers shall also deliver an Officers’ Certificate stating that such Notes are to be accepted by the Issuers pursuant to and in accordance with the terms of this Section 4.06. A Note shall be deemed to have been accepted for purchase at the time the Trustee, directly or through an agent, mails or delivers payment therefor to the surrendering Holder. (d) The Issuers will complyCustomer shall not, to the extent applicable, with the requirements of Section 14(e) of the Exchange Act and any other securities laws or regulations in connection with the repurchase of Notes pursuant to this Section 4.06. To the extent that the provisions of any securities laws or regulations conflict with provisions of this Section 4.06, the Issuers shall comply with the applicable securities laws and regulations and shall not permit any Subsidiary Guarantor to, engage in any Asset Swaps, unless: (1) at the time of entering into such Asset Swap and immediately after giving effect to such Asset Swap, no Event of Default shall have occurred and be deemed continuing or would occur as a consequence thereof; (2) in the event such Asset Swap involves the transfer by the Customer or any Subsidiary Guarantor of assets having an aggregate fair market value, as determined by the Board of Directors of the Customer in good faith, in excess of $10 million, the terms of such Asset Swap have been approved by a majority of the members of the Board of Directors of the Customer; and (3) in the event such Asset Swap involves the transfer by the Customer or any Subsidiary Guarantor of assets having an aggregate fair market value, as determined by the Board of Directors of the Customer in good faith, in excess of $50 million, the Customer has received a written opinion from an independent investment banking firm of nationally recognized standing that such Asset Swap is fair to have breached their obligations under this Section 4.06 by virtue the Customer or such Subsidiary Guarantor, as the case may be, from a financial point of their compliance with such securities laws or regulationsview.

Limitation on Sales of Assets and Subsidiary Stock. (a) BZ Holdings Subject to Section 4.13, the Company shall not, and shall not permit any of its Restricted Subsidiaries Subsidiary to, directly or indirectly, consummate any Asset Disposition unless: (1) BZ Holdings The Company or such Restricted Subsidiary receives consideration at the time of such Asset Disposition at least equal to the Fair Market Value fair market value (including as to the value of all non-cash consideration) ), as determined in good faith by the Company, or in the case of an Asset Disposition in excess of $10 million, by the Board of Directors of the Company, of the shares and assets subject to such Asset Disposition; (2) at least 75% of the consideration thereof received by BZ Holdings the Company or such Restricted Subsidiary is in the form of cash or cash equivalents; and (3) an amount equal to 100% of the Net Available Cash from such Asset Disposition is applied by BZ Holdings the Company (or such Restricted Subsidiary, as the case may be) pursuant to one or more of the following: (A) to the extent BZ Holdings or such Restricted Subsidiary, as the case may be, Company elects (or is required by the terms of any Indebtedness), to prepay, repay, redeem or purchase Senior Indebtedness under any Credit Agreement of the Company (including cash collateralization of letters of credit and similar credit transactions constituting Senior Indebtedness) or Indebtedness (other than any Preferred Disqualified Stock) of a Restricted Subsidiary (or, in the case of a revolving credit facility, effect a permanent reduction in availability thereunder regardless of the fact that is not an Issuer or a Subsidiary Guarantor no prepayment may be required) (in each case other than Indebtedness owed to BZ Holdings the Company or an Affiliate a Subsidiary of BZ Holdingsthe Company) or repay Indebtedness secured by such asset within one year from the later of the date of such Asset Disposition or the receipt of such Net Available Cash; (B) to the extent BZ Holdings or of the balance of such Restricted SubsidiaryNet Available Cash after application (if any) in accordance with clause (A), as to the case may be, extent the Company elects, to acquire, make or improve acquire Additional Assets within one year from the later of the date of such Asset Disposition or the receipt of such Net Available Cash;; and (C) to the extent of the balance of such Net Available Cash after application in accordance with clauses (A) and (B), to make an offer to the Holders holders of the Notes Securities (and to holders of other Senior Subordinated Indebtedness of Boise Paper Holdings the Company designated by Boise Paper Holdingsthe Company) to purchase Notes Securities at 100% of their principal amount thereof (and such other Senior Subordinated Indebtedness of Boise Paper Holdingsthe Company) pursuant to and subject to the conditions contained in this Indenture; and (D) to enter into binding commitments to take any of the actions described in clauses (A) and (BSection 4.06(b), and take such actions within one year of entering into such commitment; provided, however, that in connection with any prepayment, repayment or purchase of Indebtedness pursuant to clause (A) or (C) above, BZ Holdings the Company or such Restricted Subsidiary shall permanently retire such Indebtedness and shall cause the related loan commitment (if any) to be permanently reduced in an amount equal to the principal amount so prepaid, repaid or purchased. Notwithstanding the foregoing provisions of this Section 4.06, BZ Holdings the Company and the its Restricted Subsidiaries will not be required to apply any Net Available Cash in accordance with this Section 4.06 (a) except to the extent that the aggregate Net Available Cash from all Asset Dispositions which is not applied in accordance with this covenant Section 4.06 (a) exceeds $20.0 10.0 million. Pending application of Net Available Cash pursuant to this Section 4.064.06 (a), such Net Available Cash shall may be invested in Temporary Cash Investments or a manner not prohibited by this Indenture and/or applied to temporarily reduce revolving credit Indebtednessindebtedness. For the purposes of this Section 4.06(a4.06(a)(2), any of the following are deemed to be cash or cash equivalents: (1) the assumption or discharge of Indebtedness of BZ Holdings (other than obligations in respect of Disqualified Stock of BZ Holdings) the Company or any Restricted Subsidiary (other than obligations in respect of Disqualified Stock or Preferred Stock of an Issuer or a Subsidiary Guarantor) and the release of BZ Holdings the Company or such Restricted Subsidiary from all liability on such Indebtedness in connection with such Asset Disposition; (2) securities securities, notes or other obligations received by BZ Holdings the Company or any Restricted Subsidiary from the transferee that are converted by BZ Holdings the Company or such Restricted Subsidiary into cash within 180 90 days after the date of such Asset Disposition, Disposition (to the extent of the cash received in that conversionreceived); and (3) any Designated Non-cash Consideration received Additional Assets (so long as such Additional Assets are acquired for fair market value in connection with the transaction giving rise to such Asset Disposition, as determined in good faith by BZ Holdings or any Restricted Subsidiary in an Asset Disposition having an aggregate Fair Market Value, taken together with all other Designated Non-cash Consideration received pursuant to this clause (3) (unless such Designated Non-cash Consideration has been converted into cash, which cash shall be treated after such conversion as Net Available Cash), not to exceed 7.5% the Board of Consolidated Net Tangible Assets at the time Directors of the receipt of Company or such Designated Non-cash Consideration (with the Fair Market Value of each item of Designated Non-cash Consideration being measured at the time received and without giving effect to subsequent changes in valueRestricted Subsidiary, as applicable). (b) In the event of an Asset Disposition that requires the purchase of Notes Securities (and other Senior Subordinated Indebtedness of Boise Paper Holdingsthe Company) pursuant to Section 4.06 (a)(3)(C), the Issuers Company shall purchase Notes Securities tendered pursuant to an offer by the Issuers Company for the Notes Securities (and such other Senior Subordinated Indebtedness) (the “Offer”) at a purchase price of 100% of their principal amount (or, in the event such other Senior Subordinated Indebtedness of Boise Paper Holdings the Company was issued with significant original issue discount, 100% of the accreted value with respect theretothereof) without premium, plus accrued but unpaid interest (or, in respect of such other Senior Subordinated Indebtedness of Boise Paper Holdingsthe Company, such lesser price, if any, as may be provided for by the terms of such Senior Subordinated Indebtedness) in accordance with the procedures (including prorating in the event of oversubscription) set forth in Section 4.06(c)this Indenture. If the aggregate purchase price of the securities tendered exceeds the Net Available Cash allotted to their purchase, the Issuers Company shall select the securities to be purchased on a pro rata basis but in round denominations, which in the case of the Notes Securities shall be denominations of $1,000 principal amount (subject to the $2,000 minimum denomination) or multiples thereof. If the aggregate purchase price of the securities purchased pursuant to such offer in accordance with this Section 4.06 is less than the Net Available Cash offered therefor, the Issuers may use any such excess Net Available Cash for general corporate purposes or any other purpose, in each case not prohibited by this Indenture. The Issuers Company shall not be required to make such an Offer offer to purchase Notes Securities (and other Senior Subordinated Indebtedness of Boise Paper Holdingsthe Company) pursuant to this Section 4.06 if the Net Available Cash available therefor is less than $20.0 10.0 million (which lesser amount shall be carried forward for purposes of determining whether such an Offer offer is required with respect to the Net Available Cash from any subsequent Asset Disposition). Upon completion of such an Offereach offer to purchase Securities pursuant to this Section 4.06, the amount of Net Available Cash shall will be deemed reset to be reduced by the aggregate amount of such Offer (regardless of the amount of Notes tendered in such Offer)zero. (1c) Promptly, and in any event within 10 days after the Issuers become obligated to make an Offer, the Issuers shall deliver to the Trustee and send, by first-class mail to each Holder, a written notice stating that the Holder may elect to have his Notes purchased by the Issuers either in whole or in part (subject to prorating as described in Section 4.06(b) in the event the Offer is oversubscribed) in integral multiples of $1,000 of principal amount (subject to the $2,000 minimum denomination), at the applicable purchase price. The notice shall specify a purchase date not less than 30 days nor more than 60 days after the date of such notice (the “Purchase Date”) and shall contain such information concerning the business of BZ Holdings and the Restricted Subsidiaries which the Issuers in good faith believe Company will enable such Holders to make an informed decision and all instructions and materials necessary to tender Notes pursuant to the Offer, together comply with the information contained in clause (3). (2) Not later than the date upon which written notice of an Offer is delivered to the Trustee as provided below, the Issuers shall deliver to the Trustee an Officers’ Certificate as to (A) the amount of the Offer (the “Offer Amount”), including information as to any other Senior Indebtedness included in the Offer, (B) the allocation of the Net Available Cash from the Asset Dispositions pursuant to which such Offer is being made and (C) the compliance of such allocation with the provisions requirements of Section 4.06(a) and (b). On such date, the Issuers shall also irrevocably deposit with the Trustee or with a Paying Agent (or, if an Issuer is acting as its own Paying Agent, segregate and hold in trust) in Temporary Cash Investments, maturing on the last day prior to the Purchase Date or on the Purchase Date if funds are immediately available by open of business, an amount equal to the Offer Amount to be held for payment in accordance with the provisions of this Section. If the Offer includes other Senior Indebtedness, the deposit described in the preceding sentence may be made with any other paying agent pursuant to arrangements satisfactory to the Trustee. Upon the expiration of the period for which the Offer remains open (the “Offer Period”), the Issuers shall deliver to the Trustee for cancellation the Notes or portions thereof which have been properly tendered to and are to be accepted by the Issuers. The Trustee shall, on the Purchase Date, mail or deliver payment (or cause the delivery of payment) to each tendering Holder in the amount of the purchase price. In the event that the aggregate purchase price of the Notes delivered by the Issuers to the Trustee is less than the Offer Amount applicable to the Notes, the Trustee shall deliver the excess to the Issuers immediately after the expiration of the Offer Period for application in accordance with this Section 4.06. (3) Holders electing to have a Note purchased shall be required to surrender the Note, with an appropriate form duly completed, to the Issuers at the address specified in the notice at least three Business Days prior to the Purchase Date. Holders shall be entitled to withdraw their election if the Trustee or an Issuer receives not later than one Business Day prior to the Purchase Date, a facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note which was delivered for purchase by the Holder and a statement that such Holder is withdrawing his election to have such Note purchased. Holders whose Notes are purchased only in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered. (4) At the time the Issuers deliver Notes to the Trustee which are to be accepted for purchase, the Issuers shall also deliver an Officers’ Certificate stating that such Notes are to be accepted by the Issuers pursuant to and in accordance with the terms of this Section 4.06. A Note shall be deemed to have been accepted for purchase at the time the Trustee, directly or through an agent, mails or delivers payment therefor to the surrendering Holder. (d) The Issuers will comply3.03 and, to the extent applicable, with the requirements of Section 14(e) of the Exchange Act and any other securities laws or regulations in connection with the repurchase of Notes Securities pursuant to this Section 4.06. To the extent that the provisions of any securities laws or regulations conflict with provisions of this Section 4.06, the Issuers Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached their its obligations under this Section 4.06 by virtue of their its compliance with such securities laws or regulations.

Limitation on Sales of Assets and Subsidiary Stock. (a) BZ Holdings The Company and the Guarantors shall not, and neither the Company nor the Guarantors shall not permit any of its Restricted their respective Subsidiaries to, in one or a series of related transactions, convey, sell, lease, transfer, assign or otherwise dispose of, directly or indirectly, consummate any of their property, business or assets, including by merger or consolidation (in the case of a Guarantor or one of the Company's Subsidiaries), and including any sale or other transfer or issuance of any Equity Interests of any of the Company's Subsidiaries, whether by the Company or one of its Subsidiaries or through the issuance, sale or transfer of Equity Interests by one of the Company's Subsidiaries and including any sale and leaseback transaction (any of the foregoing, an "Asset Disposition Sale"), unless: (1) BZ Holdings or such Restricted Subsidiary receives consideration at the time of such Asset Disposition at least equal to the Fair Market Value (including as to the value of all non-cash considerationa) of the shares and assets subject to such Asset Disposition; (2) at least 75% of the consideration thereof received by BZ Holdings or such Restricted Subsidiary is in the form of cash or cash equivalents; and (3) an amount equal to 100% of the Net Available Cash from such Proceeds therefrom (the "Asset Disposition is Sale Offer Amount") are applied by BZ Holdings or such Restricted Subsidiary, as the case may be: (A) to the extent BZ Holdings or such Restricted Subsidiary, as the case may be, elects (or is required by the terms of any Indebtedness), to prepay, repay, redeem or purchase Indebtedness under any Credit Agreement or Indebtedness (other than any Preferred Stock) of a Restricted Subsidiary that is not an Issuer or a Subsidiary Guarantor (in each case other than Indebtedness owed to BZ Holdings or an Affiliate of BZ Holdings) within one year from the later of 365 days after the date of such Asset Disposition or the receipt of such Net Available Cash; (B) Sale to the extent BZ Holdings or such Restricted Subsidiary, as the case may be, elects, to acquire, make or improve Additional Assets within one year from the later of the date of such Asset Disposition or the receipt of such Net Available Cash; (C) to the extent of the balance of such Net Available Cash after application not applied in accordance with clauses paragraph (Ab) below, to the: (i) optional redemption of the Notes in accordance with the terms of this Indenture and the Company's other Indebtedness ranking on a parity with the Notes and with similar provisions requiring the Company to redeem such Indebtedness with the proceeds from such Asset Sale, pro rata in proportion to the respective principal amounts (B), or accreted values in the case of Indebtedness issued with an original issue discount) of the Notes and such other Indebtedness then outstanding; or (ii) repurchase of the Notes and such other Indebtedness ranking on a parity with the Notes and with similar provisions requiring the Company to make an offer to purchase such Indebtedness with the Holders proceeds from such Asset Sale pursuant to a cash offer (subject only to conditions required by applicable law, if any) (pro rata in proportion to the respective principal amounts (or accreted values in the case of Indebtedness issued with an original issue discount) of the Notes (and to holders of other Senior Indebtedness of Boise Paper Holdings designated by Boise Paper Holdings) to purchase Notes (and such other Senior Indebtedness of Boise Paper Holdings) pursuant to and subject to the conditions contained in this Indenture; and (D) to enter into binding commitments to take any of the actions described in clauses (A) and (B), and take such actions within one year of entering into such commitment; provided, however, that in connection with any prepayment, repayment or purchase of Indebtedness pursuant to clause (A) or (C) above, BZ Holdings or such Restricted Subsidiary shall permanently retire such Indebtedness and shall cause the related loan commitment (if any) to be permanently reduced in an amount equal to the principal amount so prepaid, repaid or purchased. Notwithstanding the foregoing provisions of this Section 4.06, BZ Holdings and the Restricted Subsidiaries will not be required to apply any Net Available Cash in accordance with this Section 4.06 except to the extent that the aggregate Net Available Cash from all Asset Dispositions which is not applied in accordance with this covenant exceeds $20.0 million. Pending application of Net Available Cash pursuant to this Section 4.06, such Net Available Cash shall be invested in Temporary Cash Investments or applied to temporarily reduce revolving credit Indebtedness. For the purposes of this Section 4.06(a), the following are deemed to be cash or cash equivalents: (1) the assumption or discharge of Indebtedness of BZ Holdings (other than obligations in respect of Disqualified Stock of BZ Holdings) or any Restricted Subsidiary (other than obligations in respect of Disqualified Stock or Preferred Stock of an Issuer or a Subsidiary Guarantor) and the release of BZ Holdings or such Restricted Subsidiary from all liability on such Indebtedness in connection with such Asset Disposition; (2) securities received by BZ Holdings or any Restricted Subsidiary from the transferee that are converted by BZ Holdings or such Restricted Subsidiary into cash within 180 days after such Asset Disposition, to the extent of the cash received in that conversion; and (3) any Designated Non-cash Consideration received by BZ Holdings or any Restricted Subsidiary in an Asset Disposition having an aggregate Fair Market Value, taken together with all other Designated Non-cash Consideration received pursuant to this clause (3) (unless such Designated Non-cash Consideration has been converted into cash, which cash shall be treated after such conversion as Net Available Cash), not to exceed 7.5% of Consolidated Net Tangible Assets at the time of the receipt of such Designated Non-cash Consideration (with the Fair Market Value of each item of Designated Non-cash Consideration being measured at the time received and without giving effect to subsequent changes in value). (b) In the event of an Asset Disposition that requires the purchase of Notes (and other Senior Indebtedness of Boise Paper Holdings) pursuant to Section 4.06 (a)(3)(C), the Issuers shall purchase Notes tendered pursuant to an offer by the Issuers for the Notes (and such other Senior Indebtednessthen outstanding) (the “"Asset Sale Offer”") at a purchase price of 100% of their the principal amount (or, or accreted value in the event such other Senior case of Indebtedness of Boise Paper Holdings was issued with an original issue discount, 100% of ) (the accreted value "Asset Sale Offer Price") together with respect thereto) without premium, plus accrued but and unpaid interest (or, in respect of such other Senior Indebtedness of Boise Paper Holdings, such lesser priceand Liquidated Damages, if any, as may be provided for by the terms of such Senior Indebtedness) in accordance with the procedures (including prorating in the event of oversubscription) set forth in Section 4.06(c). If the aggregate purchase price of the securities tendered exceeds the Net Available Cash allotted to their purchase, the Issuers shall select the securities to be purchased on a pro rata basis but in round denominations, which in the case of the Notes shall be denominations of $1,000 principal amount (subject to the $2,000 minimum denomination) or multiples thereof. If the aggregate purchase price of the securities purchased pursuant to such offer in accordance with this Section 4.06 is less than the Net Available Cash offered therefor, the Issuers may use any such excess Net Available Cash for general corporate purposes or any other purpose, in each case not prohibited by this Indenture. The Issuers shall not be required to make such an Offer to purchase Notes (and other Senior Indebtedness of Boise Paper Holdings) pursuant to this Section 4.06 if the Net Available Cash available therefor is less than $20.0 million (which lesser amount shall be carried forward for purposes of determining whether such an Offer is required with respect to the Net Available Cash from any subsequent Asset Disposition). Upon completion of such an Offer, Net Available Cash shall be deemed to be reduced by the aggregate amount of such Offer (regardless of the amount of Notes tendered in such Offer). (1) Promptly, and in any event within 10 days after the Issuers become obligated to make an Offer, the Issuers shall deliver to the Trustee and send, by first-class mail to each Holder, a written notice stating that the Holder may elect to have his Notes purchased by the Issuers either in whole or in part (subject to prorating as described in Section 4.06(b) in the event the Offer is oversubscribed) in integral multiples of $1,000 of principal amount (subject to the $2,000 minimum denomination), at the applicable purchase price. The notice shall specify a purchase date not less than 30 days nor more than 60 days after the date of such notice (the “Purchase Date”) and shall contain such information concerning the business of BZ Holdings and the Restricted Subsidiaries which the Issuers in good faith believe will enable such Holders to make an informed decision and all instructions and materials necessary to tender Notes pursuant to the Offerpayment, together with the information contained in clause (3). (2) Not later than the date upon which written notice of an Offer is delivered to the Trustee as provided below, the Issuers shall deliver to the Trustee an Officers’ Certificate as to (A) the amount of the Offer (the “Offer Amount”), including information as to any other Senior Indebtedness included in the Offer, (B) the allocation of the Net Available Cash from the Asset Dispositions pursuant to which such Offer is being made and (C) the compliance within 335 days of such allocation with the provisions of Section 4.06(a) and (b). On such date, the Issuers shall also irrevocably deposit with the Trustee or with a Paying Agent (Asset Sale; or, if an Issuer is acting as its own Paying Agent, segregate and hold in trust) in Temporary Cash Investments, maturing on the last day prior to the Purchase Date or on the Purchase Date if funds are immediately available by open of business, an amount equal to the Offer Amount to be held for payment in accordance with the provisions of this Section. If the Offer includes other Senior Indebtedness, the deposit described in the preceding sentence may be made with any other paying agent pursuant to arrangements satisfactory to the Trustee. Upon the expiration of the period for which the Offer remains open (the “Offer Period”), the Issuers shall deliver to the Trustee for cancellation the Notes or portions thereof which have been properly tendered to and are to be accepted by the Issuers. The Trustee shall, on the Purchase Date, mail or deliver payment (or cause the delivery of payment) to each tendering Holder in the amount of the purchase price. In the event that the aggregate purchase price of the Notes delivered by the Issuers to the Trustee is less than the Offer Amount applicable to the Notes, the Trustee shall deliver the excess to the Issuers immediately after the expiration of the Offer Period for application in accordance with this Section 4.06. (3) Holders electing to have a Note purchased shall be required to surrender the Note, with an appropriate form duly completed, to the Issuers at the address specified in the notice at least three Business Days prior to the Purchase Date. Holders shall be entitled to withdraw their election if the Trustee or an Issuer receives not later than one Business Day prior to the Purchase Date, a facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note which was delivered for purchase by the Holder and a statement that such Holder is withdrawing his election to have such Note purchased. Holders whose Notes are purchased only in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered. (4) At the time the Issuers deliver Notes to the Trustee which are to be accepted for purchase, the Issuers shall also deliver an Officers’ Certificate stating that such Notes are to be accepted by the Issuers pursuant to and in accordance with the terms of this Section 4.06. A Note shall be deemed to have been accepted for purchase at the time the Trustee, directly or through an agent, mails or delivers payment therefor to the surrendering Holder. (d) The Issuers will comply, to the extent applicable, with the requirements of Section 14(e) of the Exchange Act and any other securities laws or regulations in connection with the repurchase of Notes pursuant to this Section 4.06. To the extent that the provisions of any securities laws or regulations conflict with provisions of this Section 4.06, the Issuers shall comply with the applicable securities laws and regulations and shall not be deemed to have breached their obligations under this Section 4.06 by virtue of their compliance with such securities laws or regulations.

Limitation on Sales of Assets and Subsidiary Stock. (a) BZ Holdings shall will not, and shall will not permit any of its Restricted Subsidiaries to, directly or indirectly, consummate make any Asset Disposition of Collateral unless: (1i) BZ Holdings or such Restricted Subsidiary Subsidiary, as the case may be, receives consideration at the time of such Asset Disposition at least equal to the Fair Market Value (such Fair Market Value to be determined on the date of contractually agreeing to such Asset Disposition), as determined in good faith by Holdings’ management, or if such Asset Disposition involves consideration in excess of $10.0 million, by a resolution of the Board of Directors set forth in an Officers’ Certificate delivered to the Trustee (including as to the value of all non-cash consideration) ), of the shares and assets Collateral subject to such Asset Disposition; (ii) at least 75% of the consideration from such Asset Disposition received by Holdings or such Restricted Subsidiary, as the case may be, is in the form of cash or Cash Equivalents and 100% of the portion of the Net Proceeds from Asset Dispositions relating to the First Priority Collateral in excess of $5.0 million in the aggregate (to the extent not applied or invested as provided below) is deposited directly into the Collateral Account or becomes the subject of a Net Proceeds Letter of Credit promptly upon the receipt of such Net Proceeds; and (iii) the remaining consideration from such Asset Disposition that is not in the form of cash or Cash Equivalents is thereupon with its acquisition pledged as the First Priority Collateral to secure the Notes, in the case of an Asset Disposition of the First Priority Collateral, or as ABL Collateral, in the case of an Asset Disposition of ABL Collateral. For purposes of clause (ii) of the preceding paragraph, the following shall be deemed to be cash: (a) the repayment or assumption of Indebtedness secured by Liens with a priority senior or equal to the Liens in favor of the Notes and the Note Guarantees and (b) any securities, notes or other obligations received by Holdings or any such Restricted Subsidiary from such transferee that are, within 180 days of the closing of the disposition of Collateral, converted by Holdings’ or such Restricted Subsidiary into cash or Cash Equivalents, to the extent of the cash or Cash Equivalents received in that conversion. Any Net Proceeds from any Asset Dispositions of First Priority Collateral deposited into the Collateral Account or the subject of a Net Proceeds Letter of Credit may be invested by the Company or a Guarantor in Additional Assets constituting First Priority Collateral (including, without limitation, through capital expenditures in domestic assets constituting First Priority Collateral) within 360 days of the date of the receipt of any Net Proceeds from such Asset Disposition, which Additional Assets are thereupon with their acquisition added to the First Priority Collateral securing the Notes; provided that a binding commitment entered into with such 360-day period shall be treated as a permitted application of the Net Proceeds so long as such Net Proceeds shall be applied to satisfy such commitment within 180 days of the date of such commitment; provided further that Additional Assets shall not include the Capital Stock of Foreign Subsidiaries for purposes of this requirement unless the relevant Asset Disposition consisted of the sale of the Capital Stock of a Foreign Subsidiary. All of the Net Proceeds received from any Recovery Event in respect of First Priority Collateral shall be deposited directly into the Collateral Account or become the subject of a Net Proceeds Letter of Credit promptly upon the receipt of such Net Proceeds and may be invested by the Company or a Guarantor in Additional Assets constituting First Priority Collateral (which may include performance of a restoration of the affected Collateral) within 360 days of the date of the receipt of any Net Proceeds from such Recovery Event, which Additional Assets are thereupon with their acquisition added to the First Priority Collateral securing the Notes; provided that a binding commitment entered into with such 360-day period shall be treated as a permitted application of the Net Proceeds so long as such Net Proceeds shall be applied to satisfy such commitment within 180 days of the date of such commitment; provided further that (x) the Company shall not be required to deposit in the Collateral Account or make the subject of a Net Proceeds Letter of Credit Net Proceeds in an aggregate amount of $2.0 million or less and (y) Additional Assets shall not include the Capital Stock of Foreign Subsidiaries for purposes of this requirement, unless the relevant Recovery Event involved the Capital Stock of a Foreign Subsidiary. Any Net Proceeds from Asset Dispositions of Collateral or Recovery Events deposited into the Collateral Account may be withdrawn, and any Net Proceeds Letter of Credit may be reduced and/or terminated, in each case, in the amount to be invested or applied by the Company or a Guarantor in accordance with this Indenture. Any Net Proceeds from Asset Dispositions of Collateral or Recovery Events that are not deposited (or made subject to a Net Proceeds Letter of Credit), applied or invested as provided in this subsection (a) within the applicable timeframe or in accordance with the Collateral Documents will be deemed to constitute “Excess Collateral Proceeds.” When the aggregate amount of Excess Collateral Proceeds exceeds $5.0 million, within 15 days thereof, the Company will be required to make an offer (“Collateral Disposition Offer”) to all Holders of Notes and all holders of other Pari Passu Lien Indebtedness containing provisions similar to those set forth in this Indenture with respect to offers to purchase or redeem with the proceeds of sales of Collateral to purchase the maximum principal amount of the Notes and such Pari Passu Lien Indebtedness (on a pro rata basis) to which the Collateral Disposition Offer applies that may be purchased out of the Excess Collateral Proceeds, at an offer price in cash in an amount equal to 100% of the principal amount of the Notes, plus accrued and unpaid interest to the date of purchase, in accordance with the procedures set forth in this Indenture; provided, that to the extent the Excess Collateral Proceeds relate to Asset Dispositions of ABL Collateral, the Company may, prior to making a Collateral Disposition Offer, make a prepayment with respect to the maximum principal amount of Indebtedness and Obligations that is secured by ABL Collateral on a first-priority basis that may be prepaid out of such Excess Collateral Proceeds, at a price in cash in an amount equal to 100% of the principal amount of such Indebtedness and Obligations, plus accrued and unpaid interest, to the date of prepayment, with any Excess Collateral Proceeds not used to prepay such Indebtedness offered to Holders in accordance with this paragraph. To the extent that the aggregate amount of Notes and other Pari Passu Lien Indebtedness so validly tendered and not properly withdrawn pursuant to a Collateral Disposition Offer is less than the Excess Collateral Proceeds (after giving effect to the prepayment of Indebtedness secured on a first-priority basis in the case of an Asset Disposition of ABL Collateral), the Company may use any remaining Excess Collateral Proceeds for general corporate purposes, subject to the other covenants contained in this Indenture. If the aggregate principal amount of Notes surrendered by Holders and Pari Passu Lien Indebtedness tendered pursuant to such Collateral Disposition Offer exceeds the amount of Excess Collateral Proceeds, the Notes and Pari Passu Lien Indebtedness to be purchased shall be selected on a pro rata basis. Upon completion of such Collateral Disposition Offer, the amount of Excess Collateral Proceeds shall be reset at zero. (b) Holdings will not, and will not permit any Restricted Subsidiary to, make any Asset Disposition (other than Asset Dispositions of Collateral which shall be treated in the manner set forth in paragraph (a) above) unless: (1) Holdings (or the Restricted Subsidiary, as the case may be) receives consideration at the time of the Asset Disposition at least equal to the Fair Market Value of the assets or Equity Interests issued or sold or otherwise disposed of; (2) at least 75% of the consideration thereof received in the Asset Disposition by BZ Holdings or such Restricted Subsidiary is in the form of cash cash. For purposes of this provision, each of the following will be deemed to be cash: (a) Cash Equivalents; (b) any liabilities, as shown on Holdings’ most recent consolidated balance sheet, of Holdings or cash equivalentsany Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the Notes or any Note Guarantee) that are assumed by the transferee of any such assets pursuant to a customary novation agreement that releases Holdings or such Restricted Subsidiary from further liability; and (3c) an amount equal to 100% any securities, notes or other obligations received by Holdings or any such Restricted Subsidiary from such transferee that are, within 180 days of the Net Available Cash from closing of such Asset Disposition is applied Disposition, converted by BZ Holdings or such Restricted Subsidiary into cash or Cash Equivalents, to the extent of the cash or Cash Equivalents received in that conversion. Within 360 days after the receipt of any Net Proceeds from an Asset Disposition subject to this Section 3.5(b), Holdings (or the applicable Restricted Subsidiary, as the case may be) may apply such Net Proceeds at its option: (A1) to repay Senior Debt (and to correspondingly reduce commitments with respect thereto) and Indebtedness of the extent BZ Holdings or such Restricted Subsidiary, as the case may be, elects (or is required by the terms of any Indebtedness), to prepay, repay, redeem or purchase Indebtedness under any Credit Agreement or Indebtedness (other than any Preferred Stock) of a applicable Restricted Subsidiary that is not an Issuer or a Subsidiary Guarantor (in each case of Holdings, other than Indebtedness owed to BZ Holdings or an Affiliate another Restricted Subsidiary; (2) to acquire all or substantially all of BZ the assets of, or any Capital Stock of, another Permitted Business, if, after giving effect to any such acquisition of Capital Stock, the Permitted Business is or becomes a Restricted Subsidiary of Holdings; (3) to make capital expenditures; or (4) to acquire other assets that are used or useful in a Permitted Business. provided that, in the case of clauses (2), (3) and (4) above, a binding commitment entered into with such 360-day period shall be treated as a permitted application of the Net Proceeds so long as such Net Proceeds shall be applied to satisfy such commitment within one year from the later 180 days of the date of such Asset Disposition or commitment. Pending the receipt final application of such Net Available Cash; (B) to the extent BZ Holdings or such Restricted Subsidiary, as the case may be, elects, to acquire, make or improve Additional Assets within one year from the later of the date of such Asset Disposition or the receipt of such Net Available Cash; (C) to the extent of the balance of such Net Available Cash after application in accordance with clauses (A) and (B), to make an offer to the Holders of the Notes (and to holders of other Senior Indebtedness of Boise Paper Holdings designated by Boise Paper Holdings) to purchase Notes (and such other Senior Indebtedness of Boise Paper Holdings) pursuant to and subject to the conditions contained in this Indenture; and (D) to enter into binding commitments to take any of the actions described in clauses (A) and (B), and take such actions within one year of entering into such commitment; provided, however, that in connection with any prepayment, repayment or purchase of Indebtedness pursuant to clause (A) or (C) above, BZ Holdings or such Restricted Subsidiary shall permanently retire such Indebtedness and shall cause the related loan commitment (if any) to be permanently reduced in an amount equal to the principal amount so prepaid, repaid or purchased. Notwithstanding the foregoing provisions of this Section 4.06, BZ Holdings and the Restricted Subsidiaries will not be required to apply any Net Available Cash in accordance with this Section 4.06 except to the extent that the aggregate Net Available Cash from all Asset Dispositions which is not applied in accordance with this covenant exceeds $20.0 million. Pending application of Net Available Cash pursuant to this Section 4.06Proceeds, such Net Available Cash shall be invested in Temporary Cash Investments or applied to Holdings may temporarily reduce revolving credit Indebtednessborrowings or otherwise invest the Net Proceeds in any manner that is not prohibited by this Indenture. For Any Net Proceeds from Asset Dispositions that are not applied or invested as provided above will constitute “Excess Proceeds.” When the purposes aggregate amount of this Section 4.06(a)Excess Proceeds exceeds $15.0 million, within 15 days thereof, the following are deemed Company will make an offer (“Asset Disposition Offer”) to all Holders and all holders of other Indebtedness that is pari passu with the Notes (“Pari Passu Indebtedness”) containing provisions similar to those set forth in this Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets to purchase the maximum principal amount of Notes and such other Pari Passu Indebtedness that may be cash or cash equivalents: (1) purchased out of the assumption or discharge Excess Proceeds. The offer price in any Asset Disposition Offer will be equal to 100% of Indebtedness the principal amount of BZ Holdings (other than obligations in respect of Disqualified Stock of BZ Holdings) or any Restricted Subsidiary (other than obligations in respect of Disqualified Stock or Preferred Stock of an Issuer or a Subsidiary Guarantor) the Notes plus accrued and the release of BZ Holdings or such Restricted Subsidiary from all liability on such Indebtedness in connection with such Asset Disposition; (2) securities received by BZ Holdings or any Restricted Subsidiary from the transferee that are converted by BZ Holdings or such Restricted Subsidiary into cash within 180 days after such Asset Dispositionunpaid interest and Special Interest, if any, to the extent date of the cash received purchase, and will be payable in that conversion; and (3) cash. If any Designated Non-cash Consideration received by BZ Holdings or any Restricted Subsidiary in an Asset Disposition having an aggregate Fair Market Value, taken together with all other Designated Non-cash Consideration received pursuant to this clause (3) (unless such Designated Non-cash Consideration has been converted into cash, which cash shall be treated Excess Proceeds remain after such conversion as Net Available Cash), not to exceed 7.5% of Consolidated Net Tangible Assets at the time of the receipt of such Designated Non-cash Consideration (with the Fair Market Value of each item of Designated Non-cash Consideration being measured at the time received and without giving effect to subsequent changes in value). (b) In the event consummation of an Asset Disposition that requires the purchase of Notes (and other Senior Indebtedness of Boise Paper Holdings) pursuant to Section 4.06 (a)(3)(C)Offer, the Issuers shall purchase Notes tendered pursuant to an offer Holdings may use those Excess Proceeds for any purpose not otherwise prohibited by the Issuers for the Notes (and such other Senior Indebtedness) (the “Offer”) at a purchase price of 100% of their principal amount (or, in the event such other Senior Indebtedness of Boise Paper Holdings was issued with original issue discount, 100% of the accreted value with respect thereto) without premium, plus accrued but unpaid interest (or, in respect of such other Senior Indebtedness of Boise Paper Holdings, such lesser price, if any, as may be provided for by the terms of such Senior Indebtedness) in accordance with the procedures (including prorating in the event of oversubscription) set forth in Section 4.06(c)this Indenture. If the aggregate purchase price principal amount of the securities Notes and other Pari Passu Indebtedness tendered pursuant to such Asset Disposition Offer exceeds the Net Available Cash allotted to their purchaseamount of Excess Proceeds, the Issuers shall Trustee will select the securities Notes and such other Pari Passu Indebtedness to be purchased on a pro rata basis but in round denominationsbasis. Upon completion of each Asset Disposition Offer, which in the case amount of Excess Proceeds will be reset at zero. (c) The Collateral Disposition Offer or Asset Disposition Offer will remain open for a period of 20 Business Days following its commencement, except to the extent that a longer period is required by applicable law (the “Asset Disposition Offer Period”). No later than five Business Days after the termination of the Notes shall be denominations of $1,000 Asset Disposition Offer Period (the “Asset Disposition Purchase Date”), the Company will purchase the principal amount (subject of Notes and other Indebtedness required to the $2,000 minimum denomination) or multiples thereof. If the aggregate purchase price of the securities be purchased pursuant to such offer in accordance with Section 3.5(a) and Pari Passu Indebtedness required to be purchased pursuant to this Section 4.06 is 3.5(b) (the “Asset Disposition Offer Amount”) or, if less than the Net Available Cash offered thereforAsset Disposition Offer Amount has been so validly tendered, the Issuers may use any such excess Net Available Cash for general corporate purposes or any other purpose, in each case not prohibited by this Indenture. The Issuers shall not be required to make such an Offer to purchase all Notes (and other Senior Indebtedness of Boise Paper Holdings) required to be purchased pursuant to this the last paragraph of Section 4.06 3.5(a)) and Pari Passu Indebtedness, if the Net Available Cash available therefor is less than $20.0 million (which lesser amount shall be carried forward for purposes of determining whether such an Offer is required with respect applicable, validly tendered in response to the Net Available Cash from Collateral Disposition Offer or Asset Disposition Offer, as applicable. If the Asset Disposition Purchase Date is on or after an interest record date and on or before the related interest payment date, any subsequent accrued and unpaid interest will be paid on such Asset Disposition)Disposition Purchase Date to the Person in whose name a Note is registered at the close of business on such record date, and no additional interest will be payable to Holders who tender Notes pursuant to the Collateral Disposition Offer or Asset Disposition Offer. Upon completion the commencement of such an a Collateral Disposition Offer or Asset Disposition Offer, Net Available Cash shall be deemed to be reduced by the aggregate amount of such Offer (regardless of the amount of Notes tendered in such Offer). (1) Promptly, and in any event within 10 days after the Issuers become obligated to make an Offeras applicable, the Issuers shall deliver Company will send, by first class mail, a notice to the Trustee and send, by first-class mail to each Holder, a written notice stating that of the Holder may elect to have his Notes purchased by Holders of the Issuers either in whole or in part (subject to prorating as described in Section 4.06(b) in the event the Offer is oversubscribed) in integral multiples of $1,000 of principal amount (subject to the $2,000 minimum denomination), at the applicable purchase priceNotes. The notice shall specify a purchase date not less than 30 days nor more than 60 days after the date of such notice (the “Purchase Date”) and shall will contain such information concerning the business of BZ Holdings and the Restricted Subsidiaries which the Issuers in good faith believe will enable such Holders to make an informed decision and all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Collateral Disposition Offer or Asset Disposition Offer, together with as applicable. The notice, which will govern the information contained in clause terms of the Collateral Disposition Offer or Asset Disposition Offer, as applicable, will state: (3).1) that the Collateral Disposition Offer or Asset Disposition Offer is being made pursuant to this Section 3.5 and the length of time the Collateral Disposition Offer or Asset Disposition Offer will remain open; (2) Not later than the date upon which written notice of an Asset Disposition Offer is delivered to the Trustee as provided belowAmount, the Issuers shall deliver to the Trustee an Officers’ Certificate as to (A) the amount of the Offer (the “Offer Amount”), including information as to any other Senior Indebtedness included in the Offer, (B) the allocation of the Net Available Cash from purchase price and the Asset Dispositions pursuant to which such Offer is being made and (C) the compliance of such allocation with the provisions of Section 4.06(a) and (b). On such date, the Issuers shall also irrevocably deposit with the Trustee or with a Paying Agent (or, if an Issuer is acting as its own Paying Agent, segregate and hold in trust) in Temporary Cash Investments, maturing on the last day prior to the Purchase Date or on the Purchase Date if funds are immediately available by open of business, an amount equal to the Offer Amount to be held for payment in accordance with the provisions of this Section. If the Offer includes other Senior Indebtedness, the deposit described in the preceding sentence may be made with any other paying agent pursuant to arrangements satisfactory to the Trustee. Upon the expiration of the period for which the Offer remains open (the “Offer Period”), the Issuers shall deliver to the Trustee for cancellation the Notes or portions thereof which have been properly tendered to and are to be accepted by the Issuers. The Trustee shall, on the Disposition Purchase Date, mail or deliver payment (or cause the delivery of payment) to each tendering Holder in the amount of the purchase price. In the event that the aggregate purchase price of the Notes delivered by the Issuers to the Trustee is less than the Offer Amount applicable to the Notes, the Trustee shall deliver the excess to the Issuers immediately after the expiration of the Offer Period for application in accordance with this Section 4.06.; (3) that any Security not tendered or accepted for payment will continue to accrue interest; (4) that, unless the Company defaults in making such payment, any Note accepted for payment pursuant to the Collateral Disposition Offer or Asset Disposition Offer will cease to accrue interest after the Asset Disposition Purchase Date; (5) that Holders electing to have a Note purchased shall pursuant to a Collateral Disposition Offer or Asset Disposition Offer, as applicable, may elect to have Notes purchased in denominations of $2,000 or integral multiples of $1,000 in excess thereof only; (6) that Holders electing to have a Note purchased pursuant to any Collateral Disposition Offer or Asset Disposition Offer, as applicable, will be required to surrender the Note, with an appropriate the form duly entitled “Option of Holder to Elect Purchase” attached to the Note completed, or transfer its interest in such Security by book-entry transfer, to the Issuers Company or a Paying Agent at the address specified in the notice at least three Business Days prior to before the Asset Disposition Purchase Date. ; (7) that Holders shall will be entitled to withdraw their election if the Trustee Company or an Issuer receives the Paying Agent, as the case may be, receives, not later than one Business Day prior to the Purchase Dateexpiration of the Asset Disposition Offer Period, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note which was the Holder delivered for purchase by the Holder and a statement that such Holder is withdrawing his election to have such Note purchased. Holders whose Notes are purchased only in part shall be issued new Notes equal in ; (8) that, if the aggregate principal amount of Notes and, if applicable, other Indebtedness required to be purchased pursuant to the unpurchased portion last paragraph of Section 3.5(a) and other Pari Passu Indebtedness surrendered by the Holders thereof exceeds the Asset Disposition Offer Amount, the Company will select the Notes surrendered. (4) At the time the Issuers deliver Notes to the Trustee which are and, if applicable, such other Indebtedness and Pari Passu Indebtedness to be accepted for purchase, purchased on a pro rata basis based on the Issuers shall also deliver an Officers’ Certificate stating that principal amount of Securities and such Notes are to be accepted by the Issuers pursuant to other Indebtedness and in accordance with the terms of this Section 4.06. A Note shall be deemed to have been accepted for purchase at the time the Trustee, directly or through an agent, mails or delivers payment therefor to the surrendering Holder. (d) The Issuers will comply, to the extent applicable, with the requirements of Section 14(e) of the Exchange Act and any other securities laws or regulations in connection with the repurchase of Notes pursuant to this Section 4.06. To the extent that the provisions of any securities laws or regulations conflict with provisions of this Section 4.06, the Issuers shall comply with the applicable securities laws and regulations and shall not be deemed to have breached their obligations under this Section 4.06 by virtue of their compliance with such securities laws or regulations.Pari Passu Indeb

Limitation on Sales of Assets and Subsidiary Stock. (a) BZ Holdings The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, consummate make any Asset Disposition unless: unless (1i) BZ Holdings the Company or such Restricted Subsidiary receives consideration at the time of such Asset Disposition at least equal to the Fair Market Value fair market value, as determined in 51 45 good faith by the Board of Directors (including as to the value of all non-cash consideration) ), of the shares and assets subject to such Asset Disposition; , (2ii) at least 75% of the consideration thereof received by BZ Holdings the Company or such Restricted Subsidiary is in the form of cash or cash equivalents; and Cash Equivalents and (3iii) an amount equal to 100% of the Net Available Cash from such Asset Disposition is applied by BZ Holdings the Company (or such Restricted Subsidiary, as the case may be: ) (A) first, to the extent BZ Holdings the Company or such any Restricted Subsidiary, as the case may be, elects (or is required by the terms of any Senior Indebtedness), to prepay, repay, redeem repay or purchase Senior Indebtedness under any Credit Agreement or Indebtedness (other than any Preferred Stock) of a Restricted Wholly-Owned Subsidiary that is not an Issuer or a Subsidiary Guarantor (in each case other than Indebtedness owed to BZ Holdings the Company or an Affiliate of BZ Holdingsthe Company) within one year 180 days from the later of the date of such Asset Disposition or the receipt of such Net Available Cash; ; (B) second, to the extent BZ Holdings or of the balance of such Restricted SubsidiaryNet Available Cash after application in accordance with clause (A), as at the case may be, elects, Company's election to acquire, make or improve the investment in Additional Assets within one year from the later of the date of such Asset Disposition or the receipt of such Net Available Cash; ; (C) third, to the extent of the balance of such Net Available Cash after application and in accordance with clauses (A) and (B), to make an offer to purchase (an "Offer") the Securities and other pari passu debt obligations subject to a similar covenant (collectively, the "pari passu debt obligations" at par plus accrued and unpaid interest, if any, thereon; and (D) fourth, to the extent of the balance of such Net Available Cash after application in accordance with clauses (A), (B) and (BC), to make an offer to the Holders of the Notes (and to holders of for other Senior Indebtedness of Boise Paper Holdings designated general corporate purposes not prohibited by Boise Paper Holdings) to purchase Notes (and such other Senior Indebtedness of Boise Paper Holdings) pursuant to and subject to the conditions contained in this Indenture; and (D) to enter into binding commitments to take any of the actions described in clauses (A) and (B), and take such actions within one year of entering into such commitment; provided, however, that that, in connection with any prepayment, repayment or purchase of Indebtedness pursuant to clause (A) or (C) above, BZ Holdings the Company or such Restricted Subsidiary shall permanently retire such Indebtedness and shall cause the related loan commitment (if any) to be permanently reduced in an amount equal to the principal amount so prepaid, repaid or purchased. Notwithstanding the foregoing provisions of this Section 4.06provisions, BZ Holdings the Company and the its Restricted Subsidiaries will shall not be required to apply any Net Available Cash in accordance with this Section 4.06 herewith except to the extent that the aggregate Net Available Cash from all Asset Dispositions which is are not applied in accordance with this covenant exceeds exceed $20.0 million. Pending application of Net Available Cash pursuant to this Section 4.06, such Net Available Cash shall be invested in Temporary Cash Investments or applied to temporarily reduce revolving credit Indebtedness. For the purposes of this Section 4.06(a), the following are deemed to be cash or cash equivalents: (1) the assumption or discharge of Indebtedness of BZ Holdings (other than obligations in respect of Disqualified Stock of BZ Holdings) or any Restricted Subsidiary (other than obligations in respect of Disqualified Stock or Preferred Stock of an Issuer or a Subsidiary Guarantor) and the release of BZ Holdings or such Restricted Subsidiary from all liability on such Indebtedness in connection with such Asset Disposition; (2) securities received by BZ Holdings or any Restricted Subsidiary from the transferee that are converted by BZ Holdings or such Restricted Subsidiary into cash within 180 days after such Asset Disposition, to the extent of the cash received in that conversion; and (3) any Designated Non-cash Consideration received by BZ Holdings or any Restricted Subsidiary in an Asset Disposition having an aggregate Fair Market Value, taken together with all other Designated Non-cash Consideration received pursuant to this clause (3) (unless such Designated Non-cash Consideration has been converted into cash, which cash shall be treated after such conversion as Net Available Cash), not to exceed 7.5% of Consolidated Net Tangible Assets at the time of the receipt of such Designated Non-cash Consideration (with the Fair Market Value of each item of Designated Non-cash Consideration being measured at the time received and without giving effect to subsequent changes in value). (b) In the event of an Asset Disposition that requires the purchase of Notes (and other Senior Indebtedness of Boise Paper Holdings) pursuant to Section 4.06 (a)(3)(C), the Issuers shall purchase Notes tendered pursuant to an offer by the Issuers for the Notes (and such other Senior Indebtedness) (the “Offer”) at a purchase price of 100% of their principal amount (or, in the event such other Senior Indebtedness of Boise Paper Holdings was issued with original issue discount, 100% of the accreted value with respect thereto) without premium, plus accrued but unpaid interest (or, in respect of such other Senior Indebtedness of Boise Paper Holdings, such lesser price, if any, as may be provided for by the terms of such Senior Indebtedness) in accordance with the procedures (including prorating in the event of oversubscription) set forth in Section 4.06(c). If the aggregate purchase price of the securities tendered exceeds the Net Available Cash allotted to their purchase, the Issuers shall select the securities to be purchased on a pro rata basis but in round denominations, which in the case of the Notes shall be denominations of $1,000 principal amount (subject to the $2,000 minimum denomination) or multiples thereof. If the aggregate purchase price of the securities purchased pursuant to such offer in accordance with this Section 4.06 is less than the Net Available Cash offered therefor, the Issuers may use any such excess Net Available Cash for general corporate purposes or any other purpose, in each case not prohibited by this Indenture500,000. The Issuers Company shall not be required to make such an Offer to purchase Notes (for the Securities and other Senior Indebtedness of Boise Paper Holdings) for the pari passu debt obligations pursuant to this Section 4.06 covenant if the Net Available Cash available therefor is (after application of the proceeds as provided in clauses (A) and (B)) are less than $20.0 5 million for any particular Asset Disposition (which lesser amount amounts shall be carried forward for purposes of determining whether such an Offer is required with respect to the Net Available Cash from any subsequent Asset Disposition). (b) If the aggregate principal amount (or accreted value, as applicable) of Securities and pari passu debt obligations validly tendered and not withdrawn in connection with an Offer pursuant to clause (C) above exceeds the funds available therefor ("Offer Proceeds"), the Offer Proceeds will be apportioned between the Securities and such pari passu debt obligations, with the portion of the Offer Proceeds payable in respect of the Securities equal to the lesser of (i) the Offer Proceeds amount multiplied by a fraction, the numerator of which is the outstanding principal amount of the Securities and the denominator of which is the sum of the outstanding principal amount of the Securities and the outstanding principal amount (or accreted value, as applicable) of the relevant pari passu debt obligations, and (ii) the aggregate principal amount of Securities validly tendered and not withdrawn. Upon completion 52 46 (c) For the purposes of such an Offerthis Section 3.7, Net Available Cash shall following will be deemed to be reduced cash: (x) the assumption by the aggregate amount transferee of such Offer (regardless Senior Indebtedness of the Company or Indebtedness of any Restricted Subsidiary of the Company and the release of the Company or such Restricted Subsidiary from all liability on such Senior Indebtedness or Indebtedness in connection with such Asset Disposition (in which case the Company shall, without further action, be deemed to have applied such assumed Indebtedness in accordance with clause (A) of the preceding paragraph) and (y) securities received by the Company or any Restricted Subsidiary of the Company from the transferee that are promptly converted by the Company or such Restricted Subsidiary into cash. (d) In the event of an Asset Disposition that requires the purchase of Securities pursuant to clause (a)(iii)(C) of this Section 3.7, the Company will be required to purchase Securities tendered pursuant to an Offer made by the Company for the Securities promptly, and in any event within 10 days after the Company is required to make an Offer, at a purchase price of 100% of their principal amount plus accrued and unpaid interest, if any, to the purchase date in accordance with the procedures (including prorating in the event of Notes oversubscription) set forth below. If the aggregate purchase price of the pari passu debt obligations tendered pursuant to the Offer is less than the Net Available Cash allotted to the purchase of the pari passu debt obligations, the Company will apply the remaining Net Available Cash in such Offer)accordance with clause (a)(iii)(D) above. (1) Promptly, and in any event within 10 days after the Issuers become obligated Company is required to make an Offer, the Issuers shall Company will deliver to the Trustee and send, by first-class mail to each Holder, a written notice stating that the Holder may elect to have his Notes Securities purchased by the Issuers Company either in whole or in part (subject to prorating as hereinafter described in Section 4.06(b) in the event the Offer is oversubscribed) in integral multiples of $1,000 of principal amount (subject to the $2,000 minimum denomination)amount, at the applicable purchase price. The notice shall specify a purchase date not less than 30 days nor more than 60 days after the date of such notice (the “"Purchase Date”) and shall contain such information concerning the business of BZ Holdings and the Restricted Subsidiaries which the Issuers in good faith believe will enable such Holders to make an informed decision and all instructions and materials necessary to tender Notes pursuant to the Offer, together with the information contained in clause (3"). (2) Not later than the date upon which such written notice of an Offer is delivered to the Trustee as provided belowand the Holders, the Issuers shall Company will deliver to the Trustee an Officers’ ' Certificate as to setting forth (Ai) the amount of the Offer (the “"Offer Amount”"), including information as to any other Senior Indebtedness included in the Offer, (Bii) the allocation of the Net Available Cash from the Asset Dispositions pursuant to as a result of which such Offer is being made and (Ciii) the compliance of such allocation with the provisions of Section 4.06(a) and (b3.7(a). On such date, the Issuers shall also irrevocably deposit with the Trustee or with a Paying Agent (or, if an Issuer is acting as its own Paying Agent, segregate and hold in trust) in Temporary Cash Investments, maturing on the last day prior to the Purchase Date or on the Purchase Date if funds are immediately available by open of business, an amount equal to the Offer Amount to be held for payment in accordance with the provisions of this Section. If the Offer includes other Senior Indebtedness, the deposit described in the preceding sentence may be made with any other paying agent pursuant to arrangements satisfactory to the Trustee. Upon the expiration of the period (the "Offer Period") for which the Offer remains open (the “Offer Period”)open, the Issuers Company shall deliver to the Trustee for cancellation the Notes Securities or portions thereof which have been properly tendered to and are to be accepted by the IssuersCompany. The Trustee shall, on the Purchase Date, mail or deliver payment (or cause the delivery of payment) to each tendering Holder in the amount of the purchase price. In the event that the aggregate purchase price of the Notes delivered Securities tendered by the Issuers such Holder to the Trustee is less than the Offer Amount applicable extent such funds are available to the Notes, the Trustee shall deliver the excess to the Issuers immediately after the expiration of the Offer Period for application in accordance with this Section 4.06Trustee. (3) Holders electing to have a Note Security purchased shall will be required to surrender the NoteSecurity, with an appropriate form duly completed, to the Issuers Company at the address specified in the notice at least three Business Days prior to the Purchase Dateexpiration of the Offer Period. Holders shall Each Holder will be entitled to withdraw their its election if the Trustee or an Issuer receives the Company receives, not later than one 53 47 Business Day prior to the Purchase Dateexpiration of the Offer Period, a facsimile transmission or letter overnight mail from such Holder setting forth the name of the such Holder, the principal amount of the Note Security or Securities which was were delivered for purchase by the such Holder and a statement that such Holder is withdrawing his election to have such Note Security or Securities purchased. If at the expiration of the Offer Period the aggregate principal amount of Securities surrendered by Holders exceeds the Offer Amount, the Company shall select the Securities to be purchased on a pro rata basis (with such adjustments as may be deemed appropriate by the Company so that only Securities in denominations of $1,000, or integral multiples thereof, shall be purchased). Holders whose Notes Securities are purchased only in part shall will be issued new Notes Securities equal in principal amount to the unpurchased portion of the Notes Securities surrendered. (4) At the time the Issuers deliver Notes to the Trustee which are to be accepted for purchase, the Issuers shall also deliver an Officers’ Certificate stating that such Notes are to be accepted by the Issuers pursuant to and in accordance with the terms of this Section 4.06. A Note shall be deemed to have been accepted for purchase at the time the Trustee, directly or through an agent, mails or delivers payment therefor to the surrendering Holder. (df) The Issuers Company will comply, to the extent applicable, with the requirements of Section 14(e) of the Exchange Act and any other securities laws or regulations in connection with the repurchase of Notes Securities pursuant to this Section 4.06Indenture. To the extent that the provisions of any securities laws or regulations conflict with provisions of this Section 4.063.7, the Issuers shall Company will comply with the applicable securities laws and regulations and shall will not be deemed to have breached their its obligations under this Section 4.06 Indenture by virtue of their compliance with such securities laws or regulationsthereof.

Limitation on Sales of Assets and Subsidiary Stock. (a) BZ Holdings shall The Issuer and PNCC will not, and shall will not permit any of its their Restricted Subsidiaries to, directly or indirectly, consummate make any Asset Disposition of Collateral unless: (1i) BZ Holdings PNCC, the Issuer or such Restricted Subsidiary Subsidiary, as the case may be, receives consideration at the time of such Asset Disposition at least equal to the Fair Market Value (such Fair Market Value to be determined as of the date of contractually agreeing to such Asset Disposition), as determined in Good Faith by the Issuer (including as to the value of all non-cash consideration) ), of the shares and assets Collateral subject to such Asset Disposition; (2ii) at least 7585% of the consideration thereof received by BZ Holdings or such Restricted Subsidiary is in the form of cash or cash equivalents; and (3) an amount equal to 100% of the Net Available Cash from such Asset Disposition is applied received by BZ Holdings or such Restricted SubsidiaryPNCC, as the case may be: (A) to the extent BZ Holdings Issuer or such Restricted Subsidiary, as the case may be, elects is in the form of (A) cash, (B) Cash Equivalents, (C) Additional Assets of a type which would constitute (x) Notes Collateral in the case of an Asset Disposition of Notes Collateral and (y) ABL Collateral in the case of an Asset Disposition of ABL Collateral (which are thereupon with their acquisition added to the Collateral securing the Notes) or (D) any combination of the foregoing; (iii) to the extent that any consideration from such Asset Dispositions received by PNCC, the Issuer or a Restricted Subsidiary, as the case may be, constitutes securities or other assets that are of a type or class that constitute Collateral, such securities or other assets, including the assets of any Person that becomes a Guarantor as a result of such transaction, are concurrently with their acquisition added to the Collateral securing the Notes (as Notes Collateral or ABL Collateral, as applicable) in the manner provided for in this Indenture or any of the Collateral Documents; and (iv) the Net Available Cash from any such Asset Disposition of Collateral is required paid directly by the purchaser thereof to the Collateral Agent to be held in trust in a Collateral Account for application in accordance with this covenant. In the event that PNCC, the Issuer or a Restricted Subsidiary receives Net Available Cash from an individual Asset Disposition of Collateral relating to the Collateral in an aggregate amount of less than $10 million, and subject to the terms of the Intercreditor Agreements and the ABL Facility, any Indebtedness)Net Available Cash deposited into the Collateral Account from such Asset Disposition of Collateral relating to Collateral (as described below) may be withdrawn by PNCC, to prepay, repay, redeem the Issuer or purchase Indebtedness under any Credit Agreement or Indebtedness (other than any Preferred Stock) of a Restricted Subsidiary that is not an to be invested by PNCC, the Issuer or a such Restricted Subsidiary Guarantor in Additional Assets that would constitute (x) Notes Collateral in each the case other than Indebtedness owed to BZ Holdings or of an Affiliate Asset Disposition of BZ HoldingsNotes Collateral and (y) ABL Collateral in the case of an Asset Disposition of ABL Collateral, within one year from the later 365 days of the date of such Asset Disposition or Disposition, which Additional Assets are thereupon with their acquisition added to the receipt Collateral securing the Notes. All of such the Net Available Cash; (B) to Cash received by PNCC, the extent BZ Holdings Issuer or such Restricted Subsidiary, as the case may be, electsfrom any Recovery Event relating to Collateral shall be deposited directly into the Collateral Account. Subject to the terms of the Intercreditor Agreements and the ABL Facility, any Net Available Cash deposited into the Collateral Account from any Recovery Event relating to Collateral may be withdrawn by PNCC, the Issuer or a Restricted Subsidiary to be invested by PNCC, the Issuer or such Restricted Subsidiary, as the case may be, to acquire, make or improve be invested in Additional Assets (which may include performance of a restoration of the affected Collateral) that would constitute (x) Notes Collateral in the case of a Recovery Event in respect of Notes Collateral and (y) ABL Collateral in the case of a Recovery Event in respect of ABL Collateral, within one year from the later 365 days of the date of such Asset Disposition or the receipt of such Net Available Cash; (C) Recovery Event, which Additional Assets are thereupon with their acquisition added to the extent of Collateral securing the balance of such Notes. Any Net Available Cash after application from an individual Asset Disposition of Collateral that is equal to or in accordance with clauses (A) and (B), excess of $10.0 million shall be deemed “Mandatory Offer Collateral Proceeds”. The Issuer will be required to make an offer with any such Mandatory Offer Collateral Proceeds (“Mandatory Collateral Disposition Offer”) to all Holders to purchase the Holders maximum principal amount of the Notes (and on a pro rata basis) and, if required by the terms of any other Pari Passu Lien Obligations, to the holders of other Senior Indebtedness such Pari Passu Lien Obligations (on a pro rata basis), to which the Mandatory Collateral Disposition Offer applies that may be purchased out of Boise Paper Holdings designated by Boise Paper Holdings) the Mandatory Offer Collateral Proceeds, at an offer price in cash in an amount equal to purchase 100% of the principal amount of the Notes (and such other Senior Indebtedness of Boise Paper Holdings) pursuant to Pari Passu Lien Obligations, plus accrued and subject unpaid interest to the conditions contained date of purchase, in accordance with the procedures set forth in this Indenture; and (D) Indenture in a principal amount of $2,000 or an integral multiple of $1,000 in excess thereof with respect to enter into binding commitments to take any of the actions described in clauses (A) and (B), and take such actions within one year of entering into such commitmentNotes; provided, however, that in connection to the extent the Mandatory Offer Collateral Proceeds relate to an Asset Disposition of ABL Collateral, the Issuer may, prior to making a Mandatory Collateral Disposition Offer, make a prepayment with any prepayment, repayment or purchase respect to the maximum principal amount of Indebtedness pursuant that is secured by such ABL Collateral on a priority basis relative to clause the Notes that may be prepaid out of such Mandatory Offer Collateral Proceeds (A) or (C) aboveand to correspondingly reduce commitments with respect thereto), BZ Holdings or such Restricted Subsidiary shall permanently retire such Indebtedness and shall cause the related loan commitment (if any) to be permanently reduced at a price in cash in an amount equal to 100% of the principal amount so prepaidof such Indebtedness, repaid or purchased. Notwithstanding plus accrued and unpaid interest to the foregoing provisions date of this Section 4.06prepayment, BZ Holdings and the Restricted Subsidiaries will with any Mandatory Offer Collateral Proceeds not be required used to apply any Net Available Cash prepay such Indebtedness offered to Holders in accordance with this Section 4.06 except to the extent that the aggregate Net Available Cash from all Asset Dispositions which is not applied in accordance with this covenant exceeds $20.0 million. Pending application of Net Available Cash pursuant to this Section 4.06, such Net Available Cash shall be invested in Temporary Cash Investments or applied to temporarily reduce revolving credit Indebtedness. For the purposes of this Section 4.06(a), the following are deemed to be cash or cash equivalents: (1) the assumption or discharge of Indebtedness of BZ Holdings (other than obligations in respect of Disqualified Stock of BZ Holdings) or any Restricted Subsidiary (other than obligations in respect of Disqualified Stock or Preferred Stock of an Issuer or a Subsidiary Guarantor) and the release of BZ Holdings or such Restricted Subsidiary from all liability on such Indebtedness in connection with such Asset Disposition; (2) securities received by BZ Holdings or any Restricted Subsidiary from the transferee that are converted by BZ Holdings or such Restricted Subsidiary into cash within 180 days after such Asset Disposition, to the extent of the cash received in that conversion; and (3) any Designated Non-cash Consideration received by BZ Holdings or any Restricted Subsidiary in an Asset Disposition having an aggregate Fair Market Value, taken together with all other Designated Non-cash Consideration received pursuant to this clause (3) (unless such Designated Non-cash Consideration has been converted into cash, which cash shall be treated after such conversion as Net Available Cash), not to exceed 7.5% of Consolidated Net Tangible Assets at the time of the receipt of such Designated Non-cash Consideration (with the Fair Market Value of each item of Designated Non-cash Consideration being measured at the time received and without giving effect to subsequent changes in value). (b) In the event of an Asset Disposition that requires the purchase of Notes (and other Senior Indebtedness of Boise Paper Holdings) pursuant to Section 4.06 (a)(3)(C), the Issuers shall purchase Notes tendered pursuant to an offer by the Issuers for the Notes (and such other Senior Indebtedness) (the “Offer”) at a purchase price of 100% of their principal amount (or, in the event such other Senior Indebtedness of Boise Paper Holdings was issued with original issue discount, 100% of the accreted value with respect thereto) without premium, plus accrued but unpaid interest (or, in respect of such other Senior Indebtedness of Boise Paper Holdings, such lesser price, if any, as may be provided for by the terms of such Senior Indebtedness) in accordance with the procedures (including prorating in the event of oversubscription) set forth in Section 4.06(c). If the aggregate purchase price of the securities tendered exceeds the Net Available Cash allotted to their purchase, the Issuers shall select the securities to be purchased on a pro rata basis but in round denominations, which in the case of the Notes shall be denominations of $1,000 principal amount (subject to the $2,000 minimum denomination) or multiples thereof. If the aggregate purchase price of the securities purchased pursuant to such offer in accordance with this Section 4.06 is less than the Net Available Cash offered therefor, the Issuers may use any such excess Net Available Cash for general corporate purposes or any other purpose, in each case not prohibited by this Indenture. The Issuers shall not be required to make such an Offer to purchase Notes (and other Senior Indebtedness of Boise Paper Holdings) pursuant to this Section 4.06 if the Net Available Cash available therefor is less than $20.0 million (which lesser amount shall be carried forward for purposes of determining whether such an Offer is required with respect to the Net Available Cash from any subsequent Asset Disposition). Upon completion of such an Offer, Net Available Cash shall be deemed to be reduced by the aggregate amount of such Offer (regardless of the amount of Notes tendered in such Offer). (1) Promptly, and in any event within 10 days after the Issuers become obligated to make an Offer, the Issuers shall deliver to the Trustee and send, by first-class mail to each Holder, a written notice stating that the Holder may elect to have his Notes purchased by the Issuers either in whole or in part (subject to prorating as described in Section 4.06(b) in the event the Offer is oversubscribed) in integral multiples of $1,000 of principal amount (subject to the $2,000 minimum denomination), at the applicable purchase price. The notice shall specify a purchase date not less than 30 days nor more than 60 days after the date of such notice (the “Purchase Date”) and shall contain such information concerning the business of BZ Holdings and the Restricted Subsidiaries which the Issuers in good faith believe will enable such Holders to make an informed decision and all instructions and materials necessary to tender Notes pursuant to the Offer, together with the information contained in clause (3). (2) Not later than the date upon which written notice of an Offer is delivered to the Trustee as provided below, the Issuers shall deliver to the Trustee an Officers’ Certificate as to (A) the amount of the Offer (the “Offer Amount”), including information as to any other Senior Indebtedness included in the Offer, (B) the allocation of the Net Available Cash from the Asset Dispositions pursuant to which such Offer is being made and (C) the compliance of such allocation with the provisions of Section 4.06(a) and (b). On such date, the Issuers shall also irrevocably deposit with the Trustee or with a Paying Agent (or, if an Issuer is acting as its own Paying Agent, segregate and hold in trust) in Temporary Cash Investments, maturing on the last day prior to the Purchase Date or on the Purchase Date if funds are immediately available by open of business, an amount equal to the Offer Amount to be held for payment in accordance with the provisions of this Section. If the Offer includes other Senior Indebtedness, the deposit described in the preceding sentence may be made with any other paying agent pursuant to arrangements satisfactory to the Trustee. Upon the expiration of the period for which the Offer remains open (the “Offer Period”), the Issuers shall deliver to the Trustee for cancellation the Notes or portions thereof which have been properly tendered to and are to be accepted by the Issuers. The Trustee shall, on the Purchase Date, mail or deliver payment (or cause the delivery of payment) to each tendering Holder in the amount of the purchase price. In the event that the aggregate purchase price of the Notes delivered by the Issuers to the Trustee is less than the Offer Amount applicable to the Notes, the Trustee shall deliver the excess to the Issuers immediately after the expiration of the Offer Period for application in accordance with this Section 4.06. (3) Holders electing to have a Note purchased shall be required to surrender the Note, with an appropriate form duly completed, to the Issuers at the address specified in the notice at least three Business Days prior to the Purchase Date. Holders shall be entitled to withdraw their election if the Trustee or an Issuer receives not later than one Business Day prior to the Purchase Date, a facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note which was delivered for purchase by the Holder and a statement that such Holder is withdrawing his election to have such Note purchased. Holders whose Notes are purchased only in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered. (4) At the time the Issuers deliver Notes to the Trustee which are to be accepted for purchase, the Issuers shall also deliver an Officers’ Certificate stating that such Notes are to be accepted by the Issuers pursuant to and in accordance with the terms of this Section 4.06. A Note shall be deemed to have been accepted for purchase at the time the Trustee, directly or through an agent, mails or delivers payment therefor to the surrendering Holder. (d) The Issuers will comply, to the extent applicable, with the requirements of Section 14(e) of the Exchange Act and any other securities laws or regulations in connection with the repurchase of Notes pursuant to this Section 4.06paragraph. To the extent that the provisions aggregate amount of any securities laws or regulations conflict with provisions of this Section 4.06Notes so validly tendered and not properly withdrawn pursuant to a Mandatory Collateral Disposition Offer is less than the Mandatory Offer Collateral Proceeds, the Issuers Issuer may use such funds for general corporate purposes subject to the other covenants contained in this Indenture. Upon completion of such Mandatory Collateral Disposition Offer, the amount of Mandatory Offer Collateral Proceeds shall comply with the applicable securities laws and regulations and shall not be deemed to have breached their obligations under this Section 4.06 by virtue of their compliance with such securities laws or regulationsreset at zero.

Limitation on Sales of Assets and Subsidiary Stock. (a) BZ Holdings RAS shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, consummate make any Asset Disposition unless: unless (1i) BZ Holdings RAS or such Restricted Subsidiary receives consideration at the time of such Asset Disposition at least equal to the Fair Market Value fair market value, as determined in good faith by the General Partner (including as to the value of all non-cash consideration) ), of the shares and assets subject to such Asset Disposition; , (2ii) at least 7580% of the consideration thereof received by BZ Holdings RAS or such Restricted Subsidiary is in the form of cash or cash equivalents; and Cash Equivalents and (3iii) an amount equal to 100% of the Net Available Cash from such Asset Disposition is applied by BZ Holdings RAS (or such Restricted Subsidiary, as the case may be: ) (A) first, to the extent BZ Holdings RAS or such any Restricted Subsidiary, as the case may be, Subsidiary elects (or is required by the terms of any Senior Indebtedness), (x) to prepay, repay, redeem repay or purchase Senior Indebtedness under any Credit Agreement or Indebtedness (other than any Preferred Stocky) to the investment in or acquisition of a Restricted Subsidiary that is not an Issuer or a Subsidiary Guarantor (in each case other than Indebtedness owed to BZ Holdings or an Affiliate of BZ Holdings) Additional Assets within one year 365 days from the later of the date of such Asset Disposition or the receipt of such Net Available Cash; ; (B) to the extent BZ Holdings or such Restricted Subsidiarysecond, as the case may be, elects, to acquire, make or improve Additional Assets within one year 365 days from the later of the date of such Asset Disposition or the receipt of such Net Available Cash; , to the extent of the balance of such Net Available Cash after application in accordance with clause (A), to make an offer to purchase Notes at 101% of their principal amount plus accrued and unpaid interest, if any, thereon; (C) third, within 90 days after the later of the application of Net Available Cash in accordance with clauses (A) and (B) and the date that is one year from the receipt of such Net Available Cash, to the extent of the balance of such Net Available Cash after application in accordance with clauses (A) and (B), to make an offer prepay, repay or repurchase Indebtedness (other than Preferred Stock) of a Wholly-Owned Subsidiary (in each case other than Indebtedness owed to the Holders of the Notes (RAS); and to holders of other Senior Indebtedness of Boise Paper Holdings designated by Boise Paper Holdings) to purchase Notes (and such other Senior Indebtedness of Boise Paper Holdings) pursuant to and subject to the conditions contained in this Indenture; and (D) fourth, to enter into binding commitments to take any the extent of the actions described balance of such Net Available Cash after application in accordance with clauses (A), (B) and (BC), to (w) the investment in or acquisition of Additional Assets, (x) the making of Temporary Cash Investments, (y) the prepayment, repayment or purchase of Indebtedness of RAS (other than Indebtedness owing to any Subsidiary of RAS) or Indebtedness of any Subsidiary (other than Indebtedness owed to RAS or any Subsidiaries of RAS) or (z) any other purpose otherwise permitted under this Indenture, in each case within the later of 45 days after the application of Net Available Cash in accordance with clauses (A), (B) and take such actions within (C) or the date that is one year from the receipt of entering into such commitmentNet Available Cash; provided, however, that that, in connection with any prepayment, repayment or purchase of Indebtedness pursuant to clause (A), (B), (C) or (CD) above, BZ Holdings RAS or such Restricted Subsidiary shall permanently retire such Indebtedness and shall cause the related loan commitment (if any) to be permanently reduced in an amount equal to the principal amount so prepaid, repaid or purchased. Notwithstanding the foregoing provisions of this Section 4.06provisions, BZ Holdings RAS and the its Restricted Subsidiaries will shall not be required to apply any Net Available Cash in accordance with this Section 4.06 herewith except to the extent that the aggregate Net Available Cash from all Asset Dispositions which is are not applied in accordance with this covenant exceeds Section 4.10 at any time exceed $20.0 5 million. Pending application of RAS shall not be required to make an offer for Notes pursuant to Section 3.09 if the Net Available Cash pursuant available therefor (after application of the proceeds as provided in clause (A)) is less than $5 million for any particular Asset Disposition (which lesser amounts shall be carried forward for purposes of determining whether an offer is required with respect to this Section 4.06, such the Net Available Cash shall be invested in Temporary Cash Investments or applied to temporarily reduce revolving credit Indebtednessfrom any subsequent Asset Disposition). -55- 63 For the purposes of this Section 4.06(a)4.10, the following are will be deemed to be cash or cash equivalents: cash: (1x) the assumption or discharge by the transferee of Senior Indebtedness of BZ Holdings (other than obligations in respect RAS or Senior Indebtedness of Disqualified Stock of BZ Holdings) or any Restricted Subsidiary (other than obligations in respect of Disqualified Stock or Preferred Stock of an Issuer or a Subsidiary Guarantor) RAS and the release of BZ Holdings RAS or such Restricted Subsidiary from all liability on such Senior Indebtedness in connection with such Asset Disposition; Disposition (2in which case RAS shall, without further action, be deemed to have applied such assumed Indebtedness in accordance with clause (A) of the preceding paragraph) and (y) securities received by BZ Holdings RAS or any Restricted Subsidiary of RAS from the transferee that are promptly (and in any event within 60 days) converted by BZ Holdings RAS or such Restricted Subsidiary into cash within 180 days after such Asset Disposition, to the extent of the cash received in that conversion; and (3) any Designated Non-cash Consideration received by BZ Holdings or any Restricted Subsidiary in an Asset Disposition having an aggregate Fair Market Value, taken together with all other Designated Non-cash Consideration received pursuant to this clause (3) (unless such Designated Non-cash Consideration has been converted into cash, which cash shall be treated after such conversion as Net Available Cash), not to exceed 7.5% of Consolidated Net Tangible Assets at the time of the receipt of such Designated Non-cash Consideration (with the Fair Market Value of each item of Designated Non-cash Consideration being measured at the time received and without giving effect to subsequent changes in value). (b) In the event of an Asset Disposition that requires the purchase of Notes (and other Senior Indebtedness of Boise Paper Holdings) pursuant to Section 4.06 clause (a)(3)(Ca) (iii) (B), the Issuers shall will be required to purchase Notes tendered pursuant to an offer by the Issuers for the Notes (and such other Senior Indebtedness) (the “Offer”) at a purchase price of 100101% of their principal amount (or, in the event such other Senior Indebtedness of Boise Paper Holdings was issued with original issue discount, 100% of the accreted value with respect thereto) without premium, plus accrued but and unpaid interest (or, in respect of such other Senior Indebtedness of Boise Paper Holdings, such lesser priceinterest, if any, as may be provided for by to the terms of such Senior Indebtedness) purchase date in accordance with the procedures (including prorating in the event of oversubscription) set forth in Section 4.06(c)3.09. If the aggregate purchase price of the securities Notes tendered exceeds the Net Available Cash allotted to their purchase, the Issuers shall select the securities to be purchased on a pro rata basis but in round denominations, which in the case of the Notes shall be denominations of $1,000 principal amount (subject pursuant to the $2,000 minimum denomination) or multiples thereof. If the aggregate purchase price of the securities purchased pursuant to such offer in accordance with this Section 4.06 is less than the Net Available Cash offered therefor, the Issuers may use any such excess Net Available Cash for general corporate purposes or any other purpose, in each case not prohibited by this Indenture. The Issuers shall not be required to make such an Offer to purchase Notes (and other Senior Indebtedness of Boise Paper Holdings) pursuant to this Section 4.06 if the Net Available Cash available therefor is less than $20.0 million (which lesser amount shall be carried forward for purposes of determining whether such an Offer is required with respect allotted to the Net Available Cash from any subsequent Asset Disposition). Upon completion purchase of such an Offer, Net Available Cash shall be deemed to be reduced by the aggregate amount of such Offer (regardless of the amount of Notes tendered in such Offer). (1) Promptly, and in any event within 10 days after the Issuers become obligated to make an Offer, the Issuers shall deliver to the Trustee and send, by first-class mail to each Holder, a written notice stating that the Holder may elect to have his Notes purchased by the Issuers either in whole or in part (subject to prorating as described in Section 4.06(b) in the event the Offer is oversubscribed) in integral multiples of $1,000 of principal amount (subject to the $2,000 minimum denomination), at the applicable purchase price. The notice shall specify a purchase date not less than 30 days nor more than 60 days after the date of such notice (the “Purchase Date”) and shall contain such information concerning the business of BZ Holdings and the Restricted Subsidiaries which the Issuers in good faith believe will enable such Holders to make an informed decision and all instructions and materials necessary to tender Notes pursuant to the Offer, together with the information contained in clause (3). (2) Not later than the date upon which written notice of an Offer is delivered to the Trustee as provided below, the Issuers shall deliver to the Trustee an Officers’ Certificate as to (A) the amount of the Offer (the “Offer Amount”), including information as to any other Senior Indebtedness included in the Offer, (B) the allocation of the Net Available Cash from the Asset Dispositions pursuant to which such Offer is being made and (C) the compliance of such allocation with the provisions of Section 4.06(a) and (b). On such date, the Issuers shall also irrevocably deposit with the Trustee or with a Paying Agent (or, if an Issuer is acting as its own Paying Agent, segregate and hold in trust) in Temporary Cash Investments, maturing on the last day prior to the Purchase Date or on the Purchase Date if funds are immediately available by open of business, an amount equal to the Offer Amount to be held for payment in accordance with the provisions of this Section. If the Offer includes other Senior Indebtedness, the deposit described in the preceding sentence may be made with any other paying agent pursuant to arrangements satisfactory to the Trustee. Upon the expiration of the period for which the Offer remains open (the “Offer Period”), the Issuers shall deliver to the Trustee for cancellation the Notes or portions thereof which have been properly tendered to and are to be accepted by the Issuers. The Trustee shall, on the Purchase Date, mail or deliver payment (or cause the delivery of payment) to each tendering Holder in the amount of the purchase price. In the event that the aggregate purchase price of the Notes delivered by the Issuers to the Trustee is less than the Offer Amount applicable to the Notes, the Trustee shall deliver Issuers will apply the excess to the Issuers immediately after the expiration of the Offer Period for application remaining Net Available Cash in accordance with this Section 4.06clauses (a) (iii) (C) or (D) above. (3) Holders electing to have a Note purchased shall be required to surrender the Note, with an appropriate form duly completed, to the Issuers at the address specified in the notice at least three Business Days prior to the Purchase Date. Holders shall be entitled to withdraw their election if the Trustee or an Issuer receives not later than one Business Day prior to the Purchase Date, a facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note which was delivered for purchase by the Holder and a statement that such Holder is withdrawing his election to have such Note purchased. Holders whose Notes are purchased only in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered. (4) At the time the Issuers deliver Notes to the Trustee which are to be accepted for purchase, the Issuers shall also deliver an Officers’ Certificate stating that such Notes are to be accepted by the Issuers pursuant to and in accordance with the terms of this Section 4.06. A Note shall be deemed to have been accepted for purchase at the time the Trustee, directly or through an agent, mails or delivers payment therefor to the surrendering Holder. (dc) The Issuers will comply, to the extent applicable, with the requirements of Section 14(e) of the Exchange Act and any other securities laws or regulations in connection with the repurchase of Notes pursuant to this Section 4.063.09. To the extent that the provisions of any securities laws or regulations conflict with provisions of Section 3.09 and/or this Section 4.064.10, the Issuers shall will comply with the applicable securities laws and regulations and shall will not be deemed to have breached their its obligations under this Section 4.06 Indenture by virtue of their compliance with such securities laws or regulationsthereof.

Limitation on Sales of Assets and Subsidiary Stock. (a) BZ Holdings The Borrower shall not, and shall not permit any of its Restricted Subsidiaries Subsidiary to, directly or indirectly, consummate any Asset Disposition unless: (1i) BZ Holdings the Borrower or such Restricted Subsidiary receives consideration at the time of such Asset Disposition at least equal to the Fair Market Value fair market value (including as to the value of all non-cash consideration) ), as determined in good faith by the Board of Directors, of the shares and assets subject to such Asset Disposition; (2ii) at least 75% of the consideration thereof received by BZ Holdings the Borrower or such Restricted Subsidiary is in the form of cash or cash equivalents; and; (3iii) an amount equal to 100% of the Net Available Cash from such Asset Disposition is applied by BZ Holdings or such Restricted Subsidiary, as the case may be: (A) to the extent BZ Holdings Borrower or such Restricted Subsidiary, as the case may be, elects (or is required by the terms of any Indebtedness), to prepay, repay, redeem or purchase Indebtedness under any Credit Agreement or Indebtedness (other than any Preferred Stock) of a Restricted Subsidiary that is not an Issuer or a Subsidiary Guarantor (in each case other than Indebtedness owed to BZ Holdings or an Affiliate of BZ Holdings) within one year from the later of the date of such Asset Disposition or the receipt of such Net Available Cash; (B) to the extent BZ Holdings or such Restricted Subsidiary, as the case may be, elects, to acquire, make or improve Additional Assets within one year from the later of the date of such Asset Disposition or the receipt of such Net Available Cash; (C) to the extent of the balance of such Net Available Cash after application in accordance with clauses (A) and (B), to make an offer to the Holders of the Notes (and to holders of other Senior Indebtedness of Boise Paper Holdings designated by Boise Paper Holdings) to purchase Notes (and such other Senior Indebtedness of Boise Paper Holdings) pursuant to and subject to the conditions contained in this Indenture; and (D) to enter into binding commitments to take any of the actions described in clauses (A) and (B), and take such actions within one year of entering into such commitment; provided, however, that in connection with any prepayment, repayment or purchase of Indebtedness pursuant to clause (A) or (C) above, BZ Holdings or such Restricted Subsidiary shall permanently retire such Indebtedness and shall cause the related loan commitment (if any) to be permanently reduced in an amount equal to the principal amount so prepaid, repaid or purchased. Notwithstanding the foregoing provisions of this Section 4.06, BZ Holdings and the Restricted Subsidiaries will not be required to apply any Net Available Cash in accordance with this Section 4.06 except to the extent that the aggregate Net Available Cash from all Asset Dispositions which is not applied in accordance with this covenant exceeds $20.0 million. Pending application of Net Available Cash pursuant to this Section 4.06, such Net Available Cash shall be invested in Temporary Cash Investments or applied to temporarily reduce revolving credit Indebtedness2.07. For the purposes of this Section 4.06(a6.04(a), the following are deemed to be cash or cash equivalents: (1A) the assumption or discharge of Indebtedness of BZ Holdings the Borrower (other than obligations in respect of Disqualified Stock of BZ Holdingsthe Borrower) or any Restricted Subsidiary (other than obligations in respect of Disqualified Stock or Preferred Stock of an Issuer or a Subsidiary Guarantor) and the release of BZ Holdings the Borrower or such Restricted Subsidiary from all liability on such Indebtedness in connection with such Asset Disposition;; and (2B) securities received by BZ Holdings the Borrower or any Restricted Subsidiary from the transferee that are promptly converted by BZ Holdings the Borrower or such Restricted Subsidiary into cash within 180 days after such Asset Dispositioncash, to the extent of the cash received in that conversion; and (3) any Designated Non-cash Consideration received by BZ Holdings or any Restricted Subsidiary in an Asset Disposition having an aggregate Fair Market Value, taken together with all other Designated Non-cash Consideration received pursuant to this clause (3) (unless such Designated Non-cash Consideration has been converted into cash, which cash shall be treated after such conversion as Net Available Cash), not to exceed 7.5% of Consolidated Net Tangible Assets at the time of the receipt of such Designated Non-cash Consideration (with the Fair Market Value of each item of Designated Non-cash Consideration being measured at the time received and without giving effect to subsequent changes in value). (b) In the event of an The Borrower shall not, and shall not permit any Restricted Subsidiary to, engage in any Asset Disposition that requires the purchase of Notes Swaps, unless: (and other Senior Indebtedness of Boise Paper Holdings) pursuant to Section 4.06 (a)(3)(C), the Issuers shall purchase Notes tendered pursuant to an offer by the Issuers for the Notes (and such other Senior Indebtedness) (the “Offer”i) at the time of entering into such Asset Swap and immediately after giving effect to such Asset Swap, no Default or Event of Default shall have occurred and be continuing or would occur as a purchase price of 100% of their principal amount consequence thereof; (or, ii) in the event such other Senior Indebtedness Asset Swap involves the transfer by the Borrower or any Restricted Subsidiary of Boise Paper Holdings was issued with original issue discountassets having an aggregate fair market value, 100% as determined by the Board of Directors of the accreted value with respect thereto) without premium, plus accrued but unpaid interest (orBorrower in good faith, in respect excess of such other Senior Indebtedness of Boise Paper Holdings$10,000,000, such lesser price, if any, as may be provided for by the terms of such Senior Indebtedness) in accordance with the procedures (including prorating in the event of oversubscription) set forth in Section 4.06(c). If the aggregate purchase price Asset Swap have been approved by a majority of the securities tendered exceeds the Net Available Cash allotted to their purchase, the Issuers shall select the securities to be purchased on a pro rata basis but in round denominations, which in the case members of the Notes shall be denominations Board of $1,000 principal amount (subject to the $2,000 minimum denomination) or multiples thereof. If the aggregate purchase price Directors of the securities purchased pursuant to such offer in accordance with this Section 4.06 is less than the Net Available Cash offered therefor, the Issuers may use any such excess Net Available Cash for general corporate purposes or any other purpose, in each case not prohibited by this Indenture. The Issuers shall not be required to make such an Offer to purchase Notes (and other Senior Indebtedness of Boise Paper Holdings) pursuant to this Section 4.06 if the Net Available Cash available therefor is less than $20.0 million (which lesser amount shall be carried forward for purposes of determining whether such an Offer is required with respect to the Net Available Cash from any subsequent Asset Disposition). Upon completion of such an Offer, Net Available Cash shall be deemed to be reduced by the aggregate amount of such Offer (regardless of the amount of Notes tendered in such Offer).Borrower; and (1) Promptly, and in any event within 10 days after the Issuers become obligated to make an Offer, the Issuers shall deliver to the Trustee and send, by first-class mail to each Holder, a written notice stating that the Holder may elect to have his Notes purchased by the Issuers either in whole or in part (subject to prorating as described in Section 4.06(biii) in the event such Asset Swap involves the Offer is oversubscribed) transfer by the Borrower or any Restricted Subsidiary of assets having an aggregate fair market value, as determined by the Board of Directors of the Borrower in integral multiples good faith, in excess of $1,000 50,000,000, the Borrower has received a written opinion from an independent investment banking firm of principal amount (subject nationally recognized standing that such Asset Swap is fair to the $2,000 minimum denomination)Borrower or such Restricted Subsidiary, at as the applicable purchase price. The notice shall specify case may be, from a purchase date not less than 30 days nor more than 60 days after the date financial point of such notice (the “Purchase Date”) and shall contain such information concerning the business of BZ Holdings and the Restricted Subsidiaries which the Issuers in good faith believe will enable such Holders to make an informed decision and all instructions and materials necessary to tender Notes pursuant to the Offer, together with the information contained in clause (3)view. (2c) Not later than Notwithstanding the date upon which written notice of an Offer is delivered to the Trustee as provided belowforegoing, the Issuers Borrower shall deliver not permit XM or any of its subsidiaries to, directly or indirectly, consummate any Asset Disposition or to the Trustee an Officers’ Certificate as to (A) the amount of the Offer (the “Offer Amount”), including information as to engage in any other Senior Indebtedness included in the Offer, (B) the allocation of the Net Available Cash from the Asset Dispositions pursuant to which such Offer is being made and (C) the compliance of such allocation with the provisions of Section 4.06(a) and (b). On such date, the Issuers shall also irrevocably deposit with the Trustee or with a Paying Agent (or, if an Issuer is acting as its own Paying Agent, segregate and hold in trust) in Temporary Cash Investments, maturing on the last day Swaps prior to the Purchase Date Phase II Funding Date. In addition, the Borrower shall not sell, lease, transfer or on the Purchase Date if funds are immediately available otherwise dispose of any shares of Capital Stock of XM (other than directors’ qualifying shares or shares required by open of business, an amount equal to the Offer Amount applicable law to be held for payment in accordance with the provisions of this Section. If the Offer includes by a Person other Senior Indebtedness, the deposit described in the preceding sentence may be made with any other paying agent pursuant to arrangements satisfactory to the Trustee. Upon the expiration of the period for which the Offer remains open (the “Offer Period”), the Issuers shall deliver to the Trustee for cancellation the Notes or portions thereof which have been properly tendered to and are to be accepted by the Issuers. The Trustee shall, on the Purchase Date, mail or deliver payment (or cause the delivery of payment) to each tendering Holder in the amount of the purchase price. In the event that the aggregate purchase price of the Notes delivered by the Issuers to the Trustee is less than the Offer Amount applicable to the Notes, the Trustee shall deliver the excess to the Issuers immediately after the expiration of the Offer Period for application in accordance with this Section 4.06. (3Borrower or a Restricted Subsidiary) Holders electing to have a Note purchased shall be required to surrender the Note, with an appropriate form duly completed, to the Issuers at the address specified in the notice at least three Business Days prior to the Purchase Date. Holders shall be entitled Phase II Funding Date to withdraw their election if the Trustee or an Issuer receives not later any Person (other than one Business Day prior to the Purchase Date, a facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note which was delivered for purchase by the Holder and Wholly Owned Subsidiary that is a statement that such Holder is withdrawing his election to have such Note purchased. Holders whose Notes are purchased only in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrenderedRestricted Subsidiary). (4) At the time the Issuers deliver Notes to the Trustee which are to be accepted for purchase, the Issuers shall also deliver an Officers’ Certificate stating that such Notes are to be accepted by the Issuers pursuant to and in accordance with the terms of this Section 4.06. A Note shall be deemed to have been accepted for purchase at the time the Trustee, directly or through an agent, mails or delivers payment therefor to the surrendering Holder. (d) The Issuers will comply, to the extent applicable, with the requirements of Section 14(e) of the Exchange Act and any other securities laws or regulations in connection with the repurchase of Notes pursuant to this Section 4.06. To the extent that the provisions of any securities laws or regulations conflict with provisions of this Section 4.06, the Issuers shall comply with the applicable securities laws and regulations and shall not be deemed to have breached their obligations under this Section 4.06 by virtue of their compliance with such securities laws or regulations.

Limitation on Sales of Assets and Subsidiary Stock. (a) BZ Holdings shall The Company will not, and shall will not permit any of its Restricted Subsidiaries Group Member to, directly or indirectly, consummate any Asset Disposition unless: (1) BZ Holdings the Company or such Restricted Subsidiary Group Member receives consideration at the time of such Asset Disposition at least equal to the Fair Market Value (including as to the value of all non-cash noncash consideration) ), of the shares and assets subject to such Asset Disposition; (2) at least 75% of the consideration thereof received by BZ Holdings the Company or such Restricted Subsidiary Group Member is in the form of cash or cash equivalents, Marketable Securities or Telecommunications Assets; and (3) an amount equal to 100% of the Net Available Cash from such Asset Disposition is applied by BZ Holdings the Company (or such Restricted SubsidiaryGroup Member, as the case may be:) (A) first, to the extent BZ Holdings the Company or such Restricted Subsidiary, as the case may be, Group Member elects (or is required by the terms of any Indebtedness), to prepay, repay, redeem or purchase (x) Senior Indebtedness under any Credit Agreement of the Company that is either secured Indebtedness or has a Stated Maturity prior to the Stated Maturity of the Securities or (y) Indebtedness (other than any Preferred Disqualified Stock) of a Restricted Subsidiary that is not an Issuer or a Subsidiary Guarantor Group Member (in each case other than Indebtedness owed to BZ Holdings the Company or an Affiliate of BZ Holdingsthe Company) within one year from the later of the date of such Asset Disposition or the receipt of such Net Available Cash; (B) second, to the extent BZ Holdings or of the balance of such Restricted SubsidiaryNet Available Cash after application in accordance with clause (A), as to the case may be, extent the Company elects, to acquire, make or improve Additional acquire Telecommunications Assets within one year from the later of the date of such Asset Disposition or the receipt of such Net Available Cash;; and (C) third, to the extent of the balance of such Net Available Cash after application in accordance with clauses (A) and (B), to make an offer to the Holders holders of the Notes Securities (and to holders of other Senior Indebtedness of Boise Paper Holdings designated by Boise Paper Holdingsthat have a right to be included in such offer) to purchase Notes Securities (and such other Senior Indebtedness of Boise Paper HoldingsIndebtedness) pursuant to and subject to the conditions contained in this Indenture; and (D) to enter into binding commitments to take any of the actions described in clauses (A) and (BSection 4.06(b), and take such actions within one year of entering into such commitment; provided, however, that in connection with any prepayment, repayment or purchase of Indebtedness pursuant to clause (A) or (C) above, BZ Holdings the Company or such Restricted Subsidiary Group Member shall permanently retire such Indebtedness (other than Indebtedness Incurred pursuant to the revolving loan portion of a Permitted Credit Facility) and shall cause the related loan commitment (if any) to be permanently reduced in an amount equal to the principal amount so prepaid, repaid or purchased. Notwithstanding the foregoing provisions of this Section 4.06, BZ Holdings the Company and the Restricted Subsidiaries Group Members will not be required to apply any Net Available Cash in accordance with this Section 4.06 except to the extent that the aggregate Net Available Cash from all Asset Dispositions which is are not applied in accordance with this covenant Section 4.06 exceeds $20.0 5.0 million. Pending application of Net Available Cash pursuant to this Section 4.06, such Net Available Cash shall be invested in Temporary Cash Investments or applied to temporarily reduce revolving credit IndebtednessPermitted Investments. For the purposes of this Section 4.06(a)4.06, the following are deemed to be cash or cash equivalents: (1) the assumption or discharge of Indebtedness of BZ Holdings (other than obligations in respect of Disqualified Stock of BZ Holdings) the Company or any Restricted Subsidiary (other than obligations in respect of Disqualified Stock or Preferred Stock of an Issuer or a Subsidiary Guarantor) Group Member and the release of BZ Holdings the Company or such Restricted Subsidiary Group Member from all liability on such Indebtedness in connection with such Asset Disposition;; and (2) securities received by BZ Holdings the Company or any Restricted Subsidiary Group Member from the transferee that are promptly converted by BZ Holdings the Company or such Restricted Subsidiary Group Member into cash within 180 days after such Asset Disposition, to the extent of the or cash received in that conversion; and (3) any Designated Non-cash Consideration received by BZ Holdings or any Restricted Subsidiary in an Asset Disposition having an aggregate Fair Market Value, taken together with all other Designated Non-cash Consideration received pursuant to this clause (3) (unless such Designated Non-cash Consideration has been converted into cash, which cash shall be treated after such conversion as Net Available Cash), not to exceed 7.5% of Consolidated Net Tangible Assets at the time of the receipt of such Designated Non-cash Consideration (with the Fair Market Value of each item of Designated Non-cash Consideration being measured at the time received and without giving effect to subsequent changes in value)equivalents. (b) In the event of an Asset Disposition that requires the purchase of Notes Securities (and other Senior Indebtedness of Boise Paper HoldingsIndebtedness) pursuant to Section 4.06 (a)(3)(C4.06(a)(3)(C), the Issuers Company shall purchase Notes Securities tendered pursuant to an offer by the Issuers Company for the Notes Securities (and such other Senior Indebtedness) (the “"Offer”") at a purchase price of 100% of their principal amount (or, if other than the Securities, 100% of their principal amount or, in the event such other Senior Indebtedness of Boise Paper Holdings was issued with significant original issue discount, 100% of the accreted value with respect thereto) thereof), without premium, plus accrued but unpaid interest (or, in respect of such other Senior Indebtedness of Boise Paper HoldingsIndebtedness, such lesser price, if any, as may be provided for by the terms of such Senior Indebtedness) in accordance with the procedures (including prorating prorationing in the event of oversubscription) set forth in Section 4.06(c). If the aggregate purchase price of Securities (and any other Senior Indebtedness) tendered pursuant to the securities tendered Offer exceeds the Net Available Cash allotted to their purchase, the Issuers Company shall select the securities Securities and other Senior Indebtedness to be purchased on a pro rata basis but in round denominations, which in the case of the Notes shall Securities will be denominations of $Euro 1,000 principal amount (subject to the $2,000 minimum denomination) or multiples thereof. If the aggregate purchase price of the securities purchased pursuant to such offer in accordance with this Section 4.06 is less than the Net Available Cash offered therefor, the Issuers may use any such excess Net Available Cash for general corporate purposes or any other purpose, in each case not prohibited by this Indenture. The Issuers Company shall not be required to make such an Offer to purchase Notes Securities (and other Senior Indebtedness of Boise Paper HoldingsIndebtedness) pursuant to this Section 4.06 if the Net Available Cash available therefor is less than $20.0 million (which lesser amount shall be carried forward for purposes of determining whether such an Offer is required with respect to the Net Available Cash from any subsequent Asset Disposition). Upon completion of such an Offer, Net Available Cash shall be deemed to be reduced by the aggregate amount of such Offer (regardless of the amount of Notes tendered in such Offer). (1) Promptly, and in any event within 10 days after the Issuers become obligated to make an Offer, the Issuers shall deliver to the Trustee and send, by first-class mail to each Holder, a written notice stating that the Holder may elect to have his Notes purchased by the Issuers either in whole or in part (subject to prorating as described in Section 4.06(b) in the event the Offer is oversubscribed) in integral multiples of $1,000 of principal amount (subject to the $2,000 minimum denomination), at the applicable purchase price. The notice shall specify a purchase date not less than 30 days nor more than 60 days after the date of such notice (the “Purchase Date”) and shall contain such information concerning the business of BZ Holdings and the Restricted Subsidiaries which the Issuers in good faith believe will enable such Holders to make an informed decision and all instructions and materials necessary to tender Notes pursuant to the Offer, together with the information contained in clause (3). (2) Not later than the date upon which written notice of an Offer is delivered to the Trustee as provided below, the Issuers shall deliver to the Trustee an Officers’ Certificate as to (A) the amount of the Offer (the “Offer Amount”), including information as to any other Senior Indebtedness included in the Offer, (B) the allocation of the Net Available Cash from the Asset Dispositions pursuant to which such Offer is being made and (C) the compliance of such allocation with the provisions of Section 4.06(a) and (b). On such date, the Issuers shall also irrevocably deposit with the Trustee or with a Paying Agent (or, if an Issuer is acting as its own Paying Agent, segregate and hold in trust) in Temporary Cash Investments, maturing on the last day prior to the Purchase Date or on the Purchase Date if funds are immediately available by open of business, an amount equal to the Offer Amount to be held for payment in accordance with the provisions of this Section. If the Offer includes other Senior Indebtedness, the deposit described in the preceding sentence may be made with any other paying agent pursuant to arrangements satisfactory to the Trustee. Upon the expiration of the period for which the Offer remains open (the “Offer Period”), the Issuers shall deliver to the Trustee for cancellation the Notes or portions thereof which have been properly tendered to and are to be accepted by the Issuers. The Trustee shall, on the Purchase Date, mail or deliver payment (or cause the delivery of payment) to each tendering Holder in the amount of the purchase price. In the event that the aggregate purchase price of the Notes delivered by the Issuers to the Trustee is less than the Offer Amount applicable to the Notes, the Trustee shall deliver the excess to the Issuers immediately after the expiration of the Offer Period for application in accordance with this Section 4.06. (3) Holders electing to have a Note purchased shall be required to surrender the Note, with an appropriate form duly completed, to the Issuers at the address specified in the notice at least three Business Days prior to the Purchase Date. Holders shall be entitled to withdraw their election if the Trustee or an Issuer receives not later than one Business Day prior to the Purchase Date, a facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note which was delivered for purchase by the Holder and a statement that such Holder is withdrawing his election to have such Note purchased. Holders whose Notes are purchased only in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered. (4) At the time the Issuers deliver Notes to the Trustee which are to be accepted for purchase, the Issuers shall also deliver an Officers’ Certificate stating that such Notes are to be accepted by the Issuers pursuant to and in accordance with the terms of this Section 4.06. A Note shall be deemed to have been accepted for purchase at the time the Trustee, directly or through an agent, mails or delivers payment therefor to the surrendering Holder. (d) The Issuers will comply, to the extent applicable, with the requirements of Section 14(e) of the Exchange Act and any other securities laws or regulations in connection with the repurchase of Notes pursuant to this Section 4.06. To the extent that the provisions of any securities laws or regulations conflict with provisions of this Section 4.06, the Issuers shall comply with the applicable securities laws and regulations and shall not be deemed to have breached their obligations under this Section 4.06 by virtue of their compliance with such securities laws or regulations.than

Limitation on Sales of Assets and Subsidiary Stock. (a) BZ Holdings The Issuer shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, consummate make any Asset Disposition unless: unless (1i) BZ Holdings the Issuer or such Restricted Subsidiary receives consideration at the time of such Asset Disposition at least equal to the Fair Market Value fair market value, as determined in good faith by the Board of Directors (including as to the value of all non-cash consideration) ), of the shares and assets subject to such Asset Disposition; , (2ii) at least 75% of the consideration thereof received by BZ Holdings the Issuer or such Restricted Subsidiary is in the form of cash or cash equivalents; and Cash Equivalents and (3iii) an amount equal to 100% of the Net Available Cash from such Asset Disposition is applied by BZ Holdings the Issuer (or such Restricted Subsidiary, as the case may be: ) (A) first, to the extent BZ Holdings the Issuer or such any Restricted Subsidiary, as the case may ----- be, elects (or is required by the terms of any Senior Indebtedness), to prepay, repay, redeem repay or purchase Senior Indebtedness under any Credit Agreement or Indebtedness (other than any Preferred Stock) of a Restricted Wholly-Owned Subsidiary that is not an Issuer or a Subsidiary Guarantor (in each case other than Indebtedness owed to BZ Holdings the Issuer or an Affiliate of BZ Holdingsthe Issuer) within one year 180 days from the later of the date of such Asset Disposition or the receipt of such Net Available Cash; ; (B) second, to the extent BZ Holdings or of the balance of such Restricted SubsidiaryNet Available Cash after ------ application in accordance with clause (A), as at the case may be, elects, Issuer's election to acquire, make or improve the investment in Additional Assets within one year from the later of the date of such Asset Disposition or the receipt of such Net Available Cash; ; (C) third, to ----- the extent of the balance of such Net Available Cash after application and in accordance with clauses (A) and (B), to make an offer to purchase Senior Subordinated Notes and other pari passu debt obligations subject to a similar covenant at par plus accrued and unpaid interest, if any, thereon; (D) fourth, ------ to the extent of the balance of such Net Available Cash after application and in accordance with clauses (A), (B) and (C), to make an offer to purchase the Capital Discount Notes and other pari passu debt obligations subject to a similar covenant at par plus accrued and unpaid interest, if any, thereon; (E) fifth, to the extent of the balance of such Net Available Cash after application and in accordance with clauses (A), (B), (C) and (D) to make an offer to purchase (an "Offer") the New Discount Notes at a price in cash equal to, prior to June 30, 2003, 100% of the Accreted Value thereof on the purchase date and, thereafter, 100% of the Accreted Value thereof plus accrued and unpaid interest to the purchase date; and (F) sixth, to the extent of the balance of such Net Available Cash after application in accordance with clauses (A) and ), (B), to make an offer to the Holders of the Notes (and to holders of other Senior Indebtedness of Boise Paper Holdings designated by Boise Paper Holdings) to purchase Notes (and such other Senior Indebtedness of Boise Paper Holdings) pursuant to and subject to the conditions contained in this Indenture; and C), (D) to enter into binding commitments to take any of the actions described in clauses (A) and (B), and take such actions within one year of entering into such commitmentE) for other general corporate purposes not prohibited by the Indenture; provided, however, that that, in connection with any prepayment, repayment or purchase of Indebtedness pursuant to clause (A) or (C) above, BZ Holdings the Issuer or such Restricted Subsidiary shall permanently retire such Indebtedness and shall cause the related loan commitment (if any) to be permanently reduced in an amount equal to the principal amount so prepaid, repaid or purchased. Notwithstanding the foregoing provisions of this Section 4.06provisions, BZ Holdings the Issuer and the its Restricted Subsidiaries will shall not be required to apply any Net Available Cash in accordance with this Section 4.06 herewith except to the extent that the aggregate Net Available Cash from all Asset Dispositions which is are not applied in accordance with this covenant exceeds exceed $20.0 5 million. Pending application of the Issuer shall not be required to make an Offer for the New Discount Notes pursuant to this covenant if the Net Available Cash pursuant available therefor (after application of the proceeds as provided in clauses (A), (B), (C)and (D)) are less than $5 million for any particular Asset Disposition (which lesser amounts shall be carried forward for purposes of determining whether an Offer is required with respect to this Section 4.06, such the Net Available Cash shall be invested in Temporary Cash Investments or applied to temporarily reduce revolving credit Indebtedness. from any subsequent Asset Disposition). (b) For the purposes of this Section 4.06(a)covenant, the following are will be deemed to be cash or cash equivalents: cash: (1x) the assumption or discharge by the transferee of Indebtedness of BZ Holdings (other than obligations in respect of Disqualified Stock of BZ Holdings) or any Restricted Subsidiary (other than obligations in respect of Disqualified Stock or Preferred Stock of an the Issuer or a Subsidiary Guarantor) and the release of BZ Holdings the Issuer or such Restricted Subsidiary from all liability on such Indebtedness in connection with such Asset Disposition; Disposition (2in which case the Issuer shall, without further action, be deemed to have applied such assumed Indebtedness in accordance with clause (A) of the preceding paragraph), (y) securities received by BZ Holdings the Issuer or any Restricted Subsidiary of the Issuer from the transferee that are promptly converted by BZ Holdings the Issuer or such Restricted Subsidiary into cash within 180 days after such Asset Disposition, to the extent of the cash received in that conversion; and and (3z) any Designated Non-cash Noncash Consideration received by BZ Holdings the Issuer or any of its Restricted Subsidiary Subsidiaries in an such Asset Disposition having an aggregate Fair Market Valuefair market value, taken together with all other Designated Non-cash Noncash Consideration received pursuant to this clause (3z) (unless such Designated Non-cash Consideration has been converted into cash, which cash shall be treated after such conversion as Net Available Cash)that is at that time outstanding, not to exceed 7.510% of Consolidated Net Tangible Assets of the Issuer at the time of the receipt of such Designated Non-cash Noncash Consideration (with the Fair Market Value fair market value of each item of Designated Non-cash Noncash Consideration being measured at the time received and without giving effect to subsequent changes in value). (bc) In the event of an Asset Disposition that requires the purchase of New Discount Notes (and other Senior Indebtedness of Boise Paper Holdings) pursuant to Section 4.06 clause (a)(3)(Ca)(iii)(E), the Issuers shall Issuer will be required to purchase New Discount Notes tendered pursuant to an offer by the Issuers Issuer for the New Discount Notes (and such other Senior Indebtedness) (the “Offer”) at a purchase price of 100% of their principal amount (orin cash equal to, in the event such other Senior Indebtedness of Boise Paper Holdings was issued with original issue discountprior to June 30, 2003, 100% of the accreted value with respect thereto) without premiumAccreted Value thereof on the purchase date and, thereafter, 100% of the Accreted Value thereof plus accrued but and unpaid interest (or, in respect of such other Senior Indebtedness of Boise Paper Holdings, such lesser priceinterest, if any, as may be provided for by to the terms of such Senior Indebtedness) purchase date in accordance with the procedures (including prorating in the event of oversubscription) set forth in Section 4.06(c)the Indenture. If the aggregate purchase price of the securities New Discount Notes tendered exceeds the Net Available Cash allotted to their purchase, the Issuers shall select the securities to be purchased on a pro rata basis but in round denominations, which in the case of the Notes shall be denominations of $1,000 principal amount (subject pursuant to the $2,000 minimum denomination) or multiples thereof. If the aggregate purchase price of the securities purchased pursuant to such offer in accordance with this Section 4.06 is less than the Net Available Cash offered thereforallotted to the purchase of the New Discount Notes, the Issuers may use any such excess Issuer will apply the remaining Net Available Cash for general corporate purposes or any other purpose, in each case not prohibited by this Indenture. The Issuers shall not be required to make such an Offer to purchase Notes (and other Senior Indebtedness of Boise Paper Holdings) pursuant to this Section 4.06 if the Net Available Cash available therefor is less than $20.0 million (which lesser amount shall be carried forward for purposes of determining whether such an Offer is required with respect to the Net Available Cash from any subsequent Asset Disposition). Upon completion of such an Offer, Net Available Cash shall be deemed to be reduced by the aggregate amount of such Offer (regardless of the amount of Notes tendered in such Offer). (1) Promptly, and in any event within 10 days after the Issuers become obligated to make an Offer, the Issuers shall deliver to the Trustee and send, by first-class mail to each Holder, a written notice stating that the Holder may elect to have his Notes purchased by the Issuers either in whole or in part (subject to prorating as described in Section 4.06(b) in the event the Offer is oversubscribed) in integral multiples of $1,000 of principal amount (subject to the $2,000 minimum denomination), at the applicable purchase price. The notice shall specify a purchase date not less than 30 days nor more than 60 days after the date of such notice (the “Purchase Date”) and shall contain such information concerning the business of BZ Holdings and the Restricted Subsidiaries which the Issuers in good faith believe will enable such Holders to make an informed decision and all instructions and materials necessary to tender Notes pursuant to the Offer, together with the information contained in clause (3). (2) Not later than the date upon which written notice of an Offer is delivered to the Trustee as provided below, the Issuers shall deliver to the Trustee an Officers’ Certificate as to (A) the amount of the Offer (the “Offer Amount”), including information as to any other Senior Indebtedness included in the Offer, (B) the allocation of the Net Available Cash from the Asset Dispositions pursuant to which such Offer is being made and (C) the compliance of such allocation with the provisions of Section 4.06(a) and (b). On such date, the Issuers shall also irrevocably deposit with the Trustee or with a Paying Agent (or, if an Issuer is acting as its own Paying Agent, segregate and hold in trust) in Temporary Cash Investments, maturing on the last day prior to the Purchase Date or on the Purchase Date if funds are immediately available by open of business, an amount equal to the Offer Amount to be held for payment in accordance with the provisions of this Section. If the Offer includes other Senior Indebtedness, the deposit described in the preceding sentence may be made with any other paying agent pursuant to arrangements satisfactory to the Trustee. Upon the expiration of the period for which the Offer remains open clause (the “Offer Period”), the Issuers shall deliver to the Trustee for cancellation the Notes or portions thereof which have been properly tendered to and are to be accepted by the Issuers. The Trustee shall, on the Purchase Date, mail or deliver payment (or cause the delivery of paymenta)(iii)(F) to each tendering Holder in the amount of the purchase price. In the event that the aggregate purchase price of the Notes delivered by the Issuers to the Trustee is less than the Offer Amount applicable to the Notes, the Trustee shall deliver the excess to the Issuers immediately after the expiration of the Offer Period for application in accordance with this Section 4.06. (3) Holders electing to have a Note purchased shall be required to surrender the Note, with an appropriate form duly completed, to the Issuers at the address specified in the notice at least three Business Days prior to the Purchase Date. Holders shall be entitled to withdraw their election if the Trustee or an Issuer receives not later than one Business Day prior to the Purchase Date, a facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note which was delivered for purchase by the Holder and a statement that such Holder is withdrawing his election to have such Note purchased. Holders whose Notes are purchased only in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered. (4) At the time the Issuers deliver Notes to the Trustee which are to be accepted for purchase, the Issuers shall also deliver an Officers’ Certificate stating that such Notes are to be accepted by the Issuers pursuant to and in accordance with the terms of this Section 4.06. A Note shall be deemed to have been accepted for purchase at the time the Trustee, directly or through an agent, mails or delivers payment therefor to the surrendering Holderabove. (d) The Issuers Issuer will comply, to the extent applicable, with the requirements of Section 14(e) of the Exchange Act and any other securities laws or regulations in connection with the repurchase of New Discount Notes pursuant to this Section 4.06the Indenture. To the extent that the provisions of any securities laws or regulations conflict with provisions of this Section 4.06covenant, the Issuers shall Issuer will comply with the applicable securities laws and regulations and shall will not be deemed to have breached their its obligations under this Section 4.06 the Indenture by virtue of their compliance with such securities laws or regulationsthereof.

Limitation on Sales of Assets and Subsidiary Stock. (a) BZ Holdings shall The Company will not, and shall will not permit any of its Restricted Subsidiaries Subsidiary to, directly or indirectly, consummate any Asset Disposition unless: Disposition, unless (1i) BZ Holdings the consideration received by the Company or such Restricted Subsidiary receives consideration at the time of such Asset Disposition is at least equal to the Fair Market Value (including as to the fair market value of all non-cash consideration) the assets sold or disposed of the shares and assets subject to such Asset Disposition; (2ii) at least 75% of the consideration thereof received consists of cash, Temporary Cash Investments, Liquid Securities or the assumption by BZ Holdings or such Restricted Subsidiary is in the form purchaser of cash or cash equivalents; and Indebtedness (3) an amount equal other than Subordinated Obligations). In the event and to 100% of the extent that the Net Available Cash received by the Company or any Restricted Subsidiary from one or more Asset Dispositions occurring on or after the Closing Date in any period of 12 consecutive months exceeds $10.0 million, then the Company shall (i) within 360 days after the date that such Asset Disposition is applied by BZ Holdings or such Restricted Subsidiary, as the case may be: (A) Net Available Cash so received exceeds $10.0 million and to the extent BZ Holdings or such Restricted Subsidiary, as the case may be, Company elects (or is required by the terms of any Indebtedness) (A) apply an amount equal to such excess Net Available Cash to repay Senior Indebtedness of an Issuer or any Subsidiary Guarantor, in each case owing to a Person other than the Company or any Affiliate of the Company (and to correspondingly reduce any commitment therefor, in the case of revolving credit indebtedness) or (B) invest all or a portion of such amount, or the amount not so applied pursuant to clause (A), in Additional Assets and (ii) apply such excess Net Available Cash (to prepaythe extent not applied pursuant to clause (i)) as provided in the following paragraphs of this Section. The amount of such excess Net Available Cash required to be applied or reinvested during the applicable period and not applied or reinvested as so required by the end of such period shall constitute "Excess Proceeds." If, repayas of the first day of any calendar month, redeem or the aggregate amount of Excess Proceeds not theretofore subject to an Excess Proceeds Offer (as defined below) totals at least $10.0 million, the Issuers must, not later than the fifteenth Business Day of such month, make an offer (an "Excess Proceeds Offer") to purchase Indebtedness under any Credit Agreement or Indebtedness (other than any Preferred Stock) of on a Restricted Subsidiary that is not pro rata basis from the Holders and, if an Issuer or a Subsidiary Guarantor is required to do so under the terms of any other Indebtedness of such Issuer or such Subsidiary Guarantor that is not subordinated to the Notes, such other Indebtedness, an aggregate principal amount of Notes and such other Indebtedness equal to the Excess Proceeds (in each case other than Indebtedness owed rounded down to BZ Holdings or an Affiliate the nearest multiple of BZ Holdings$1,000) within one year from the later on such date, at a purchase price equal to 100% of the date principal amount of such Asset Disposition or the receipt of such Net Available Cash; (B) to the extent BZ Holdings Notes or such Restricted Subsidiaryother Indebtedness, as the case may be, electsplus, to acquirein each case, make or improve Additional Assets within one year from the later of the date of such Asset Disposition or the receipt of such Net Available Cash; (C) to the extent of the balance of such Net Available Cash after application in accordance with clauses (A) and (B), to make an offer to the Holders of the Notes (and to holders of other Senior Indebtedness of Boise Paper Holdings designated by Boise Paper Holdings) to purchase Notes (and such other Senior Indebtedness of Boise Paper Holdings) pursuant to and subject to the conditions contained in this Indenture; and (D) to enter into binding commitments to take any of the actions described in clauses (A) and (B), and take such actions within one year of entering into such commitment; provided, however, that in connection with any prepayment, repayment or purchase of Indebtedness pursuant to clause (A) or (C) above, BZ Holdings or such Restricted Subsidiary shall permanently retire such Indebtedness and shall cause the related loan commitment accrued interest (if any) to be permanently reduced in an amount equal to the principal amount so prepaid, repaid or purchased. Notwithstanding the foregoing provisions date of this Section 4.06, BZ Holdings and the Restricted Subsidiaries will not be required to apply any Net Available Cash in accordance with this Section 4.06 except to the extent that the aggregate Net Available Cash from all Asset Dispositions which is not applied in accordance with this covenant exceeds $20.0 million. Pending application of Net Available Cash pursuant to this Section 4.06, such Net Available Cash shall be invested in Temporary Cash Investments or applied to temporarily reduce revolving credit Indebtedness. For the purposes of this Section 4.06(a), the following are deemed to be cash or cash equivalents: (1) the assumption or discharge of Indebtedness of BZ Holdings (other than obligations in respect of Disqualified Stock of BZ Holdings) or any Restricted Subsidiary (other than obligations in respect of Disqualified Stock or Preferred Stock of an Issuer or a Subsidiary Guarantor) and the release of BZ Holdings or such Restricted Subsidiary from all liability on such Indebtedness in connection with such Asset Disposition; (2) securities received by BZ Holdings or any Restricted Subsidiary from the transferee that are converted by BZ Holdings or such Restricted Subsidiary into cash within 180 days after such Asset Disposition, to the extent of the cash received in that conversion; and (3) any Designated Non-cash Consideration received by BZ Holdings or any Restricted Subsidiary in an Asset Disposition having an aggregate Fair Market Value, taken together with all other Designated Non-cash Consideration received pursuant to this clause (3) (unless such Designated Non-cash Consideration has been converted into cash, which cash shall be treated after such conversion as Net Available Cash), not to exceed 7.5% of Consolidated Net Tangible Assets at the time of the receipt of such Designated Non-cash Consideration (with the Fair Market Value of each item of Designated Non-cash Consideration being measured at the time received and without giving effect to subsequent changes in value). (b) In the event of an Asset Disposition that requires the purchase of Notes (and other Senior Indebtedness of Boise Paper Holdings) pursuant to Section 4.06 (a)(3)(C), the Issuers shall purchase Notes tendered pursuant to an offer by the Issuers for the Notes (and such other Senior Indebtedness) (the “Offer”) at a purchase price of 100% of their principal amount (or, in the event such other Senior Indebtedness of Boise Paper Holdings was issued with original issue discount, 100% of the accreted value with respect thereto) without premium, plus accrued but unpaid interest (or, in respect of such other Senior Indebtedness of Boise Paper Holdings, such lesser price, if any, as may be provided for by the terms of such Senior Indebtedness) in accordance with the procedures (including prorating in the event of oversubscription) set forth in Section 4.06(c). If the aggregate purchase price of the securities tendered exceeds the Net Available Cash allotted to their purchase, the Issuers shall select the securities to be purchased on a pro rata basis but in round denominations, which in the case of the Notes shall be denominations of $1,000 principal amount (subject to the $2,000 minimum denomination) or multiples thereof. If the aggregate purchase price of the securities purchased pursuant to such offer in accordance with this Section 4.06 is less than the Net Available Cash offered therefor, the Issuers may use any such excess Net Available Cash for general corporate purposes or any other purpose, in each case not prohibited by this Indenture. The Issuers shall not be required to make such an Offer to purchase Notes (and other Senior Indebtedness of Boise Paper Holdings) pursuant to this Section 4.06 if the Net Available Cash available therefor is less than $20.0 million (which lesser amount shall be carried forward for purposes of determining whether such an Offer is required with respect to the Net Available Cash from any subsequent Asset Disposition"Excess Proceeds Payment"). Upon completion of such an Offeroffer to purchase, Net Available Cash shall be deemed to be reduced by the aggregate amount of such Offer (regardless of the amount of Notes tendered in such Offer). (1) Promptly, and in any event within 10 days after the Issuers become obligated to make an Offer, the Issuers shall deliver to the Trustee and send, by first-class mail to each Holder, a written notice stating that the Holder may elect to have his Notes purchased by the Issuers either in whole or in part (subject to prorating as described in Section 4.06(b) in the event the Offer is oversubscribed) in integral multiples of $1,000 of principal amount (subject to the $2,000 minimum denomination), at the applicable purchase price. The notice shall specify a purchase date not less than 30 days nor more than 60 days after the date of such notice (the “Purchase Date”) and shall contain such information concerning the business of BZ Holdings and the Restricted Subsidiaries which the Issuers in good faith believe will enable such Holders to make an informed decision and all instructions and materials necessary to tender Notes pursuant to the Offer, together with the information contained in clause (3). (2) Not later than the date upon which written notice of an Offer is delivered to the Trustee as provided below, the Issuers shall deliver to the Trustee an Officers’ Certificate as to (A) the amount of the Offer (the “Offer Amount”), including information as to any other Senior Indebtedness included in the Offer, (B) the allocation of the Net Available Cash from the Asset Dispositions pursuant to which such Offer is being made and (C) the compliance of such allocation with the provisions of Section 4.06(a) and (b). On such date, the Issuers shall also irrevocably deposit with the Trustee or with a Paying Agent (or, if an Issuer is acting as its own Paying Agent, segregate and hold in trust) in Temporary Cash Investments, maturing on the last day prior to the Purchase Date or on the Purchase Date if funds are immediately available by open of business, an amount equal to the Offer Amount to be held for payment in accordance with the provisions of this Section. If the Offer includes other Senior Indebtedness, the deposit described in the preceding sentence may be made with any other paying agent pursuant to arrangements satisfactory to the Trustee. Upon the expiration of the period for which the Offer remains open (the “Offer Period”), the Issuers shall deliver to the Trustee for cancellation the Notes or portions thereof which have been properly tendered to and are to be accepted by the Issuers. The Trustee shall, on the Purchase Date, mail or deliver payment (or cause the delivery of payment) to each tendering Holder in the amount of the purchase price. In the event that the aggregate purchase price of the Notes delivered by the Issuers to the Trustee is less than the Offer Amount applicable to the Notes, the Trustee shall deliver the excess to the Issuers immediately after the expiration of the Offer Period for application in accordance with this Section 4.06. (3) Holders electing to have a Note purchased Excess Proceeds shall be required to surrender the Note, with an appropriate form duly completed, to the Issuers reset at the address specified in the notice at least three Business Days prior to the Purchase Datezero. Holders shall be entitled to withdraw their election if the Trustee or an Issuer receives not later than one Business Day prior to the Purchase Date, a facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note which was delivered for purchase by the Holder and a statement that such Holder is withdrawing his election to have such Note purchased. Holders whose Notes are purchased only in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered. (4) At the time the Issuers deliver Notes to the Trustee which are to be accepted for purchase, the Issuers shall also deliver an Officers’ Certificate stating that such Notes are to be accepted by the Issuers pursuant to and in accordance with the terms of this Section 4.06. A Note shall be deemed to have been accepted for purchase at the time the Trustee, directly or through an agent, mails or delivers payment therefor to the surrendering Holder. (d) The Issuers will comply, to the extent applicable, with the requirements of Section 14(e) of the Exchange Act and any other securities laws or regulations thereunder in connection with the repurchase of Notes pursuant to event that such Excess Proceeds are received by the Company under this Section 4.064.09 and the Issuers are required to repurchase Notes as described above. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.06Section, the Issuers shall comply with the applicable securities laws and regulations and shall not be deemed to have breached their its obligations under this Section 4.06 4.09 by virtue of their compliance with such securities laws or regulationsthereof.

Limitation on Sales of Assets and Subsidiary Stock. (a) BZ Holdings shall The Issuer will not, and shall will not permit any of its the Restricted Subsidiaries to, directly or indirectly, consummate make any Asset Disposition unless: (1) BZ Holdings the Issuer or such Restricted Subsidiary Subsidiary, as the case may be, receives consideration at the time (including by way of such Asset Disposition relief from, or by any other person assuming responsibility for, any liabilities, contingent or otherwise) at least equal to the Fair Market Value fair market value (including such fair market value to be determined on the date of contractually agreeing to such Asset Disposition), as to determined in good faith by the value of all non-cash consideration) Issuer, of the shares and assets subject to such Asset DispositionDisposition (including, for the avoidance of doubt, if such Asset Disposition is a Permitted Asset Swap); (2) in any such Asset Disposition, or series of related Asset Dispositions, with a purchase price in excess of the greater of (x) €32.25 million and (y) an amount equal to 15% of LTM EBITDA, except in the case of a Permitted Asset Swap, at least 75% of the consideration thereof for such Asset Disposition, together with all other Asset Dispositions since the Issue Date (on a cumulative basis), received by BZ Holdings the Issuer or such Restricted Subsidiary Subsidiary, as the case may be, is in the form of cash Cash Equivalent Investments; and provided that the amount of: (A) the greater of the principal amount and the carrying value of any liabilities (as reflected on the Issuer’s or cash equivalentssuch Restricted Subsidiary’s most recent consolidated balance sheet or in the footnotes thereto or, if Incurred or increased subsequent to the date of such balance sheet, such liabilities that would have been reflected on the Issuer’s or such Restricted Subsidiary’s consolidated balance sheet or in the footnotes thereto if such incurrence or increase had taken place on or prior to the date of such balance sheet, as determined by the Issuer) of the Issuer or such Restricted Subsidiary, other than liabilities that are by their terms subordinated to the Notes, that are (1) assumed by the transferee of any such assets (or a third party in connection with such transfer) pursuant to a written agreement which releases or indemnifies the Issuer or such Restricted Subsidiary from such liabilities or (2) otherwise cancelled or terminated in connection with the transaction; (B) any securities, notes or other obligations or assets received by the Issuer or such Restricted Subsidiary from such transferee that are converted or reasonably expected by the Issuer acting in good faith to be converted by Issuer or such Restricted Subsidiary into Cash Equivalent Investments (to the extent of the Cash Equivalent Investments received or expected to be received) or by their terms are required to be satisfied for Cash Equivalent Investments within 180 days following the closing of such Asset Disposition; and (C) any Designated Non-Cash Consideration received by the Issuer or such Restricted Subsidiary in such Asset Disposition having an aggregate fair market value, taken together with all other Designated Non-Cash Consideration received pursuant to this Section 4.09(a)(2)(C) that is at that time outstanding, not to exceed the greater of (x) €53.75 million and (y) an amount equal to 25% of LTM EBITDA at the time of the receipt of such Designated Non-Cash Consideration (or, at the Issuer’s option, at the time of contractually agreeing to such Asset Disposition), with the fair market value of each item of Designated Non-Cash Consideration being measured at the time received and without giving effect to subsequent changes in value, shall each be deemed to be Cash Equivalent Investments for purposes of this provision and for no other purpose; and (3) an amount equal to 100% of the Net Available Cash from such Asset Disposition is applied by BZ Holdings or such Restricted Subsidiaryapplied, as the case may be: (A) to the extent BZ Holdings the Issuer or such any Restricted Subsidiary, as the case may be, elects (or is required by the terms of any Indebtedness), at its sole discretion): (A) to prepay, repayrepay or purchase: (i) any Senior Indebtedness; and/or (ii) any other Permitted Debt (provided that such application would comply with Section 4.06), redeem or purchase Indebtedness under any Credit Agreement or Indebtedness (other than any Preferred Stock) of a Restricted Subsidiary that is not an Issuer or a Subsidiary Guarantor (in each case case, other than Indebtedness owed to BZ Holdings the Issuer or any Restricted Subsidiary); (B) to invest in or commit to invest in Additional Assets (including by means of an Affiliate investment in Additional Assets by a Restricted Subsidiary equal to the amount of BZ HoldingsNet Available Cash received by the Issuer or another Restricted Subsidiary); and/or (C) to make any Restricted Payment or Permitted Payment permitted to be made under Section 4.06 or any Permitted Investment, in each case, within one year 635 days from the later of (1) the date of such Asset Disposition or and (2) the receipt of such Net Available Cash;; provided that: (Bi) to the extent BZ Holdings or such Restricted Subsidiary, as the case may be, elects, to acquire, make or improve Additional Assets within one year from the later of the date of such Asset Disposition or the receipt of such Net Available Cash; (C) to the extent of the balance of such Net Available Cash after application in accordance with clauses (A) and (B), to make an offer to the Holders of the Notes (and to holders of other Senior Indebtedness of Boise Paper Holdings designated by Boise Paper Holdings) to purchase Notes (and such other Senior Indebtedness of Boise Paper Holdings) pursuant to and subject to the conditions contained in this Indenture; and (D) to enter into binding commitments to take any of the actions described in clauses (A) and (B), and take such actions within one year of entering into such commitment; provided, however, that in connection with any prepayment, repayment or purchase of Indebtedness pursuant to clause (A) or (C) aboveSection 4.09(a)(3)(A), BZ Holdings the Issuer or such Restricted Subsidiary shall permanently will retire such Indebtedness and shall will cause the related loan commitment (if any) (other than in the case of any asset-based credit facility (including the ABL Facility) or any revolving credit facility (including a Revolving Facility)) to be permanently reduced in an amount equal to the principal amount so prepaid, repaid or purchased; (ii) a binding commitment or letter of intent entered into not later than such 635th day shall be treated as a permitted application of the Net Available Cash from the date of such commitment or letter of intent so long as the Issuer, or such Restricted Subsidiary, enters into such commitment or letter of intent with the good faith expectation that such Net Available Cash will be applied to satisfy such commitment or letter of intent within the later of such 635th day and 180 days of such commitment or letter of intent (an “Acceptable Commitment”) or, in the event any Acceptable Commitment is later cancelled or terminated for any reason before the Net Available Cash is applied in connection therewith, the Issuer or such Restricted Subsidiary enters into another Acceptable Commitment (a “Second Commitment”) within 180 days of such cancellation or termination; provided further that if any Second Commitment is later cancelled or terminated for any reason before such Net Available Cash is applied, then such Net Available Cash shall constitute Excess Proceeds; and (iii) pending the final application of the amount of any such Net Available Cash in accordance with Section 4.09(a)(3)(A) to Section 4.09(a)(3)(C) or otherwise in accordance with this Section 4.09, the Issuer and the Restricted Subsidiaries may temporarily reduce Indebtedness or otherwise use such Net Available Cash in any manner not prohibited by this Indenture. (b) The following amount of Net Available Cash from Asset Dispositions that is not applied or invested or committed to be applied or invested as provided in Section 4.09(a) will be deemed to constitute “Excess Proceeds” under this Indenture: (1) if the Senior Secured Net Leverage Ratio as at the Applicable Test Date in respect of the relevant Asset Disposition exceeds 4.65:1.00 on a pro forma basis, 100% of the Net Available Cash from such Asset Disposition; or (2) if the Senior Secured Net Leverage Ratio as at the Applicable Test Date in respect of the relevant Asset Disposition exceeds 4.40:1.00 but does not exceed 4.65:1.00 on a pro forma basis, 50% of the Net Available Cash from such Asset Disposition; or (3) if the Senior Secured Net Leverage Ratio as at the Applicable Test Date in respect of the relevant Asset Disposition does not exceed 4.40:1.00 on a pro forma basis, 0% of the Net Available Cash from such Asset Disposition; provided that: (A) to the extent the Issuer or any Restricted Subsidiary has elected to prepay, repay or purchase any amount of Notes or other Pari Passu Indebtedness at a price of no less than 100% of the principal amount thereof, to the extent the creditors in respect of such Pari Passu Indebtedness (including the Holders) elect not to tender their Pari Passu Indebtedness for such prepayment, repayment or purchase, the Issuer will be deemed to have applied an amount of Net Available Cash equal to such amount not tendered under this Section 4.09(b)(3)(A), and such amount shall not increase the amount of Excess Proceeds (such amount, together with the aggregate amount described under Section 4.09(d), the “Declined Proceeds”); and (B) for the avoidance of doubt, Net Available Cash that will not constitute Excess Proceeds pursuant to Section 4.09(b)(2) or Section 4.09(b)(3) shall be immediately available to the Group for any purposes permitted by this Indenture, including to make Restricted Payments in accordance with Section 4.06(b)(24) without regard to the periods specified in Section 4.09(a)(3). (c) On the 636th day (or such longer period permitted by Section 4.09(a)) after the later of an Asset Disposition or the receipt of such Net Available Cash, if the aggregate amount of Excess Proceeds under this Section 4.09 exceeds the greater of (x) €64.50 million and (y) an amount equal to 30% of LTM EBITDA in a single transaction, the Issuer will within 10 Business Days make an offer (an “Asset Disposition Offer”) to all Holders of the Notes and, if required or permitted by the terms of any other Pari Passu Indebtedness, to the holders or lenders of such Pari Passu Indebtedness, to purchase the maximum aggregate principal amount (or accreted value, as applicable) of the Notes and such Pari Passu Indebtedness that may be purchased out of the Excess Proceeds at an offer price in cash in an amount equal to (i) in the case of the Notes, 100% of the principal amount thereof (or accreted value, if less), plus accrued and unpaid interest, if any, to the date fixed for the closing of such offer, in accordance with the procedures set forth in this Indenture, and (ii) in the case of such other Pari Passu Indebtedness, the offer price required by the terms thereof, in accordance with the procedures set forth in the agreement(s) governing such Pari Passu Indebtedness. (d) The Issuer may satisfy the foregoing obligations with respect to any Net Available Cash from an Asset Disposition by making an Asset Disposition Offer with respect to such Net Available Cash prior to the expiration of the relevant 635 days (or such longer period provided above) (the “Asset Disposition Offer Period”) with respect to all or part of the Net Available Cash (the “Advance Portion”) in advance of being required to do so by this Indenture (an “Advance Offer”). (e) If the aggregate principal amount (or accreted value, if applicable) of Notes tendered and other Pari Passu Indebtedness, as the case may be, surrendered by such holders or lenders thereof exceeds the amount offered in the Asset Disposition Offer (or in the case of an Advance Offer, the Advance Portion), the Issuer shall prepay, repay or purchase the Notes and such Pari Passu Indebtedness, as the case may be, on a pro rata basis (or otherwise in accordance with the Relevant Clearing System) based on the aggregate principal amount (or accreted value, if applicable) of the Notes or such Pari Passu Indebtedness, as the case may be, tendered with adjustments as necessary so that no Notes or Pari Passu Indebtedness, as the case may be, will be repurchased in part in an unauthorized denomination. Upon completion of any such Asset Disposition Offer (or Advance Offer), the amount of Excess Proceeds that resulted in the requirement to make an Asset Disposition Offer shall be reset to zero (regardless of whether there are any remaining Excess Proceeds upon such completion). Upon consummation or expiration of any Asset Disposition Offer, any remaining Net Available Cash shall not be deemed Excess Proceeds and the Issuer may use such Net Available Cash for any purpose not prohibited by this Indenture. (f) To the extent that the aggregate amount (or accreted value, if applicable) of Notes and Pari Passu Indebtedness, as the case may be, tendered pursuant to an Asset Disposition Offer is less than the amount offered in the Asset Disposition Offer (or, in the case of an Advance Offer, the Advance Portion), the Issuer may use any remaining Excess Proceeds (or in the case of an Advance Offer, the Advance Portion) for any purposes not otherwise prohibited under this Indenture. (g) Notwithstanding the foregoing provisions of this Section 4.064.09, BZ Holdings to the extent that (x) a distribution of any or all of the Net Available Cash of any Asset Disposition by a Subsidiary to the Issuer or another Restricted Subsidiary (to the extent necessary to comply with this covenant) is prohibited or delayed by applicable local law (including financial assistance and corporate benefit restrictions and fiduciary and statutory duties of the relevant directors or managers), (y) a distribution of any or all of the Net Available Cash of any Asset Disposition by a Subsidiary to the Issuer or another Restricted Subsidiaries Subsidiary (to the extent necessary to comply with this covenant) could result in material adverse Tax consequences, as determined by the Issuer in its sole discretion, or (z) a contribution or distribution of any or all of the Net Available Cash of any Asset Disposition by a Subsidiary to the Issuer or to a Restricted Subsidiary (to the extent necessary to comply with this covenant) is subject to a contractual encumbrance or restriction affecting the distribution and such encumbrance or restriction is not prohibited by Section 4.07, the portion of such Net Available Cash so affected will not be required to apply any Net Available Cash be applied in accordance compliance with this Section 4.06 except 4.09. (h) An Asset Disposition Offer or Advance Offer may be made at the same time as consents are solicited with respect to the extent that the aggregate Net Available Cash from all Asset Dispositions which is not applied in accordance with this covenant exceeds $20.0 million. Pending application of Net Available Cash pursuant to this Section 4.06an amendment, such Net Available Cash shall be invested in Temporary Cash Investments supplement or applied to temporarily reduce revolving credit Indebtedness. For the purposes waiver of this Section 4.06(a)Indenture, the following are deemed to be cash or cash equivalents: Notes and/or the Note Guarantees (1) but the assumption or discharge of Indebtedness of BZ Holdings (other than obligations in respect of Disqualified Stock of BZ Holdings) or any Restricted Subsidiary (other than obligations in respect of Disqualified Stock or Preferred Stock of an Issuer or a Subsidiary Guarantor) and the release of BZ Holdings or such Restricted Subsidiary from all liability on such Indebtedness in connection with such Asset Disposition; (2) securities received by BZ Holdings or any Restricted Subsidiary from the transferee that are converted by BZ Holdings or such Restricted Subsidiary into cash within 180 days after such Asset Disposition, to the extent of the cash received in that conversion; and (3) any Designated Non-cash Consideration received by BZ Holdings or any Restricted Subsidiary in an Asset Disposition having an aggregate Fair Market Value, taken together with all other Designated Non-cash Consideration received pursuant to this clause (3) (unless such Designated Non-cash Consideration has been converted into cash, which cash shall be treated after such conversion as Net Available Cash), Offer or Advance Offer may not to exceed 7.5% of Consolidated Net Tangible Assets at condition tenders on the time of the receipt delivery of such Designated Non-cash Consideration (with the Fair Market Value of each item of Designated Non-cash Consideration being measured at the time received and without giving effect to subsequent changes in valueconsents). (bi) In the event of an Asset Disposition that requires the purchase of Notes (and other Senior Indebtedness of Boise Paper Holdings) pursuant to Section 4.06 (a)(3)(C), the Issuers shall purchase Notes tendered pursuant to an offer by the Issuers for the Notes (and such other Senior Indebtedness) (the “Offer”) at a purchase price of 100% of their principal amount (or, in the event such other Senior Indebtedness of Boise Paper Holdings was issued with original issue discount, 100% of the accreted value with respect thereto) without premium, plus accrued but unpaid interest (or, in respect of such other Senior Indebtedness of Boise Paper Holdings, such lesser price, if any, as may be provided for by the terms of such Senior Indebtedness) in accordance with the procedures (including prorating in the event of oversubscription) set forth in Section 4.06(c). If the aggregate purchase price of the securities tendered exceeds the Net Available Cash allotted to their purchase, the Issuers shall select the securities to be purchased on a pro rata basis but in round denominations, which in the case of the Notes shall be denominations of $1,000 principal amount (subject to the $2,000 minimum denomination) or multiples thereof. If the aggregate purchase price of the securities purchased pursuant to such offer in accordance with this Section 4.06 is less than the Net Available Cash offered therefor, the Issuers may use any such excess Net Available Cash for general corporate purposes or any other purpose, in each case not prohibited by this Indenture. The Issuers shall not be required to make such an Offer to purchase Notes (and other Senior Indebtedness of Boise Paper Holdings) pursuant to this Section 4.06 if the Net Available Cash available therefor is less than $20.0 million (which lesser amount shall be carried forward for purposes of determining whether such an Offer is required with respect to the Net Available Cash from any subsequent Asset Disposition). Upon completion of such an Offer, Net Available Cash shall be deemed to be reduced by the aggregate amount of such Offer (regardless of the amount of Notes tendered in such Offer). (1) Promptly, and in any event within 10 days after the Issuers become obligated to make an Offer, the Issuers shall deliver to the Trustee and send, by first-class mail to each Holder, a written notice stating that the Holder may elect to have his Notes purchased by the Issuers either in whole or in part (subject to prorating as described in Section 4.06(b) in the event the Offer is oversubscribed) in integral multiples of $1,000 of principal amount (subject to the $2,000 minimum denomination), at the applicable purchase price. The notice shall specify a purchase date not less than 30 days nor more than 60 days after the date of such notice (the “Purchase Date”) and shall contain such information concerning the business of BZ Holdings and the Restricted Subsidiaries which the Issuers in good faith believe will enable such Holders to make an informed decision and all instructions and materials necessary to tender Notes pursuant to the Offer, together with the information contained in clause (3). (2) Not later than the date upon which written notice of an Offer is delivered to the Trustee as provided below, the Issuers shall deliver to the Trustee an Officers’ Certificate as to (A) the amount of the Offer (the “Offer Amount”), including information as to any other Senior Indebtedness included in the Offer, (B) the allocation of the Net Available Cash from the Asset Dispositions pursuant to which such Offer is being made and (C) the compliance of such allocation with the provisions of Section 4.06(a) and (b). On such date, the Issuers shall also irrevocably deposit with the Trustee or with a Paying Agent (or, if an Issuer is acting as its own Paying Agent, segregate and hold in trust) in Temporary Cash Investments, maturing on the last day prior to the Purchase Date or on the Purchase Date if funds are immediately available by open of business, an amount equal to the Offer Amount to be held for payment in accordance with the provisions of this Section. If the Offer includes other Senior Indebtedness, the deposit described in the preceding sentence may be made with any other paying agent pursuant to arrangements satisfactory to the Trustee. Upon the expiration of the period for which the Offer remains open (the “Offer Period”), the Issuers shall deliver to the Trustee for cancellation the Notes or portions thereof which have been properly tendered to and are to be accepted by the Issuers. The Trustee shall, on the Purchase Date, mail or deliver payment (or cause the delivery of payment) to each tendering Holder in the amount of the purchase price. In the event that the aggregate purchase price of the Notes delivered by the Issuers to the Trustee is less than the Offer Amount applicable to the Notes, the Trustee shall deliver the excess to the Issuers immediately after the expiration of the Offer Period for application in accordance with this Section 4.06. (3) Holders electing to have a Note purchased shall be required to surrender the Note, with an appropriate form duly completed, to the Issuers at the address specified in the notice at least three Business Days prior to the Purchase Date. Holders shall be entitled to withdraw their election if the Trustee or an Issuer receives not later than one Business Day prior to the Purchase Date, a facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note which was delivered for purchase by the Holder and a statement that such Holder is withdrawing his election to have such Note purchased. Holders whose Notes are purchased only in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered. (4) At the time the Issuers deliver Notes to the Trustee which are to be accepted for purchase, the Issuers shall also deliver an Officers’ Certificate stating that such Notes are to be accepted by the Issuers pursuant to and in accordance with the terms of this Section 4.06. A Note shall be deemed to have been accepted for purchase at the time the Trustee, directly or through an agent, mails or delivers payment therefor to the surrendering Holder. (d) The Issuers will comply, to the extent applicable, with the requirements of Section 14(e) of the Exchange Act and any other securities laws or regulations in connection with the repurchase of Notes pursuant to this Section 4.06. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.06Indenture, the Issuers shall Issuer will comply with the applicable securities laws and regulations and shall not be deemed to have breached their its obligations described in this Indenture by virtue thereof. The Issuer may rely on any no-action letters issued by the SEC indicating that the staff of the SEC will not recommend enforcement action in the event a tender offer satisfies certain conditions. (j) The provisions under this Section 4.06 Indenture related to the Issuer’s obligation to make an offer to repurchase the Notes as a result of an Asset Disposition may be waived or modified with the written consent of the Holders of a majority in principal amount of all the then outstanding Notes. (k) For the purposes of calculating the principal amount of any such indebtedness not denominated in euro, such Indebtedness shall be calculated by virtue converting any such principal amount into its Euro Equivalent amount determined as of their compliance with such securities laws or regulationsa date selected by the Issuer that is within the Asset Disposition Offer Period.

Limitation on Sales of Assets and Subsidiary Stock. (a) BZ Holdings The Borrower shall not, and shall not permit any of its Restricted Subsidiaries Subsidiary to, directly or indirectly, consummate any Asset Disposition unless: (1i) BZ Holdings the Borrower or such Restricted Subsidiary receives consideration at the time of such Asset Disposition at least equal to the Fair Market Value fair market value (including as to the value of all non-cash consideration) ), as determined in good faith by the Board of Directors, of the shares and assets subject to such Asset Disposition; ; (2ii) at least 75% of the consideration thereof received by BZ Holdings the Borrower or such Restricted Subsidiary is in the form of cash or cash equivalents; and (3iii) an amount equal to 100% of the Net Available Cash from such Asset Disposition is applied by BZ Holdings or such Restricted Subsidiary, as the case may be: (A) to the extent BZ Holdings Borrower or such Restricted Subsidiary, as the case may be, elects (or is required by the terms of any Indebtedness), to prepay, repay, redeem or purchase Indebtedness under any Credit Agreement or Indebtedness (other than any Preferred Stock) of a Restricted Subsidiary that is not an Issuer or a Subsidiary Guarantor (in each case other than Indebtedness owed to BZ Holdings or an Affiliate of BZ Holdings) within one year from the later of the date of such Asset Disposition or the receipt of such Net Available Cash; (B) to the extent BZ Holdings or such Restricted Subsidiary, as the case may be, elects, to acquire, make or improve Additional Assets within one year from the later of the date of such Asset Disposition or the receipt of such Net Available Cash; (C) to the extent of the balance of such Net Available Cash after application in accordance with clauses (A) and (B), to make an offer to the Holders of the Notes (and to holders of other Senior Indebtedness of Boise Paper Holdings designated by Boise Paper Holdings) to purchase Notes (and such other Senior Indebtedness of Boise Paper Holdings) pursuant to and subject to the conditions contained in this Indenture; and (D) to enter into binding commitments to take any of the actions described in clauses (A) and (B), and take such actions within one year of entering into such commitment; provided, however, that in connection with any prepayment, repayment or purchase of Indebtedness pursuant to clause (A) or (C) above, BZ Holdings or such Restricted Subsidiary shall permanently retire such Indebtedness and shall cause the related loan commitment (if any) to be permanently reduced in an amount equal to the principal amount so prepaid, repaid or purchased. Notwithstanding the foregoing provisions of this Section 4.06, BZ Holdings and the Restricted Subsidiaries will not be required to apply any Net Available Cash in accordance with this Section 4.06 except to the extent that the aggregate Net Available Cash from all Asset Dispositions which is not applied in accordance with this covenant exceeds $20.0 million. Pending application of Net Available Cash pursuant to this Section 4.06, such Net Available Cash shall be invested in Temporary Cash Investments or applied to temporarily reduce revolving credit Indebtedness2.07. For the purposes of this Section 4.06(a6.04(a), the following are deemed to be cash or cash equivalents: (1A) the assumption or discharge of Indebtedness of BZ Holdings the Borrower (other than obligations in respect of Disqualified Stock of BZ Holdingsthe Borrower) or any Restricted Subsidiary (other than obligations in respect of Disqualified Stock or Preferred Stock of an Issuer or a Subsidiary Guarantor) and the release of BZ Holdings the Borrower or such Restricted Subsidiary from all liability on such Indebtedness in connection with such Asset Disposition; ; and (2B) securities received by BZ Holdings the Borrower or any Restricted Subsidiary from the transferee that are promptly converted by BZ Holdings the Borrower or such Restricted Subsidiary into cash within 180 days after such Asset Dispositioncash, to the extent of the cash received in that conversion; and (3) any Designated Non-cash Consideration received by BZ Holdings or any Restricted Subsidiary in an Asset Disposition having an aggregate Fair Market Value, taken together with all other Designated Non-cash Consideration received pursuant to this clause (3) (unless such Designated Non-cash Consideration has been converted into cash, which cash shall be treated after such conversion as Net Available Cash), not to exceed 7.5% of Consolidated Net Tangible Assets at the time of the receipt of such Designated Non-cash Consideration (with the Fair Market Value of each item of Designated Non-cash Consideration being measured at the time received and without giving effect to subsequent changes in value). (b) In the event of an The Borrower shall not, and shall not permit any Restricted Subsidiary to, engage in any Asset Disposition that requires the purchase of Notes Swaps, unless: (and other Senior Indebtedness of Boise Paper Holdings) pursuant to Section 4.06 (a)(3)(C), the Issuers shall purchase Notes tendered pursuant to an offer by the Issuers for the Notes (and such other Senior Indebtedness) (the “Offer”i) at the time of entering into such Asset Swap and immediately after giving effect to such Asset Swap, no Default or Event of Default shall have occurred and be continuing or would occur as a purchase price of 100% of their principal amount consequence thereof; (or, ii) in the event such other Senior Indebtedness Asset Swap involves the transfer by the Borrower or any Restricted Subsidiary of Boise Paper Holdings was issued with original issue discountassets having an aggregate fair market value, 100% as determined by the Board of Directors of the accreted value with respect thereto) without premium, plus accrued but unpaid interest (orBorrower in good faith, in respect excess of such other Senior Indebtedness of Boise Paper Holdings$10,000,000, such lesser price, if any, as may be provided for by the terms of such Senior Indebtedness) in accordance with the procedures (including prorating in the event of oversubscription) set forth in Section 4.06(c). If the aggregate purchase price Asset Swap have been approved by a majority of the securities tendered exceeds the Net Available Cash allotted to their purchase, the Issuers shall select the securities to be purchased on a pro rata basis but in round denominations, which in the case members of the Notes shall be denominations Board of $1,000 principal amount (subject to the $2,000 minimum denomination) or multiples thereof. If the aggregate purchase price Directors of the securities purchased pursuant to such offer in accordance with this Section 4.06 is less than the Net Available Cash offered therefor, the Issuers may use any such excess Net Available Cash for general corporate purposes or any other purpose, in each case not prohibited by this Indenture. The Issuers shall not be required to make such an Offer to purchase Notes Borrower; and (and other Senior Indebtedness of Boise Paper Holdings) pursuant to this Section 4.06 if the Net Available Cash available therefor is less than $20.0 million (which lesser amount shall be carried forward for purposes of determining whether such an Offer is required with respect to the Net Available Cash from any subsequent Asset Disposition). Upon completion of such an Offer, Net Available Cash shall be deemed to be reduced by the aggregate amount of such Offer (regardless of the amount of Notes tendered in such Offer). (1) Promptly, and in any event within 10 days after the Issuers become obligated to make an Offer, the Issuers shall deliver to the Trustee and send, by first-class mail to each Holder, a written notice stating that the Holder may elect to have his Notes purchased by the Issuers either in whole or in part (subject to prorating as described in Section 4.06(biii) in the event such Asset Swap involves the Offer is oversubscribed) transfer by the Borrower or any Restricted Subsidiary of assets having an aggregate fair market value, as determined by the Board of Directors of the Borrower in integral multiples good faith, in excess of $1,000 50,000,000, the Borrower has received a written opinion from an independent investment banking firm of principal amount (subject nationally recognized standing that such Asset Swap is fair to the $2,000 minimum denomination)Borrower or such Restricted Subsidiary, at as the applicable purchase price. The notice shall specify case may be, from a purchase date not less than 30 days nor more than 60 days after the date financial point of such notice (the “Purchase Date”) and shall contain such information concerning the business of BZ Holdings and the Restricted Subsidiaries which the Issuers in good faith believe will enable such Holders to make an informed decision and all instructions and materials necessary to tender Notes pursuant to the Offer, together with the information contained in clause (3)view. (2) Not later than the date upon which written notice of an Offer is delivered to the Trustee as provided below, the Issuers shall deliver to the Trustee an Officers’ Certificate as to (A) the amount of the Offer (the “Offer Amount”), including information as to any other Senior Indebtedness included in the Offer, (B) the allocation of the Net Available Cash from the Asset Dispositions pursuant to which such Offer is being made and (C) the compliance of such allocation with the provisions of Section 4.06(a) and (b). On such date, the Issuers shall also irrevocably deposit with the Trustee or with a Paying Agent (or, if an Issuer is acting as its own Paying Agent, segregate and hold in trust) in Temporary Cash Investments, maturing on the last day prior to the Purchase Date or on the Purchase Date if funds are immediately available by open of business, an amount equal to the Offer Amount to be held for payment in accordance with the provisions of this Section. If the Offer includes other Senior Indebtedness, the deposit described in the preceding sentence may be made with any other paying agent pursuant to arrangements satisfactory to the Trustee. Upon the expiration of the period for which the Offer remains open (the “Offer Period”), the Issuers shall deliver to the Trustee for cancellation the Notes or portions thereof which have been properly tendered to and are to be accepted by the Issuers. The Trustee shall, on the Purchase Date, mail or deliver payment (or cause the delivery of payment) to each tendering Holder in the amount of the purchase price. In the event that the aggregate purchase price of the Notes delivered by the Issuers to the Trustee is less than the Offer Amount applicable to the Notes, the Trustee shall deliver the excess to the Issuers immediately after the expiration of the Offer Period for application in accordance with this Section 4.06. (3) Holders electing to have a Note purchased shall be required to surrender the Note, with an appropriate form duly completed, to the Issuers at the address specified in the notice at least three Business Days prior to the Purchase Date. Holders shall be entitled to withdraw their election if the Trustee or an Issuer receives not later than one Business Day prior to the Purchase Date, a facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note which was delivered for purchase by the Holder and a statement that such Holder is withdrawing his election to have such Note purchased. Holders whose Notes are purchased only in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered. (4) At the time the Issuers deliver Notes to the Trustee which are to be accepted for purchase, the Issuers shall also deliver an Officers’ Certificate stating that such Notes are to be accepted by the Issuers pursuant to and in accordance with the terms of this Section 4.06. A Note shall be deemed to have been accepted for purchase at the time the Trustee, directly or through an agent, mails or delivers payment therefor to the surrendering Holder. (d) The Issuers will comply, to the extent applicable, with the requirements of Section 14(e) of the Exchange Act and any other securities laws or regulations in connection with the repurchase of Notes pursuant to this Section 4.06. To the extent that the provisions of any securities laws or regulations conflict with provisions of this Section 4.06, the Issuers shall comply with the applicable securities laws and regulations and shall not be deemed to have breached their obligations under this Section 4.06 by virtue of their compliance with such securities laws or regulations.

Limitation on Sales of Assets and Subsidiary Stock. (a) BZ Holdings The Restricted Parent Guarantor shall not, and shall not permit any of its Restricted Subsidiaries Subsidiary to, directly or indirectly, consummate make any Asset Disposition unless: (1) BZ Holdings the Restricted Parent Guarantor or such Restricted Subsidiary Subsidiary, as the case may be, receives consideration at the time (including by way of such Asset Disposition relief from, or by any other Person assuming responsibility for, any liabilities, contingent or otherwise) at least equal to the Fair Market Value fair market value (including such fair market value to be determined on the date of contractually agreeing to such Asset Disposition), as determined in good faith by the Board of Directors of the Restricted Parent Guarantor (or in the case of an Asset Disposition to the an Affiliate involving aggregate value in excess of all non-cash consideration$30 million, an Independent Financial Advisor) of the shares and assets subject to such Asset Disposition; (2) at least 75in any such Asset Disposition, or series of related Asset Dispositions, 100% of the consideration thereof from such Asset Disposition (including by way of relief from, or by any other Person assuming responsibility for, any liabilities, contingent or otherwise) received by BZ Holdings the Restricted Parent Guarantor or such Restricted Subsidiary Subsidiary, as the case may be, is in the form of cash or cash equivalentsCash Equivalents; and (3) an amount equal to 100% of the Net Available Cash from such Asset Disposition is applied by BZ Holdings or such Restricted Subsidiary, as the case may beapplied: (Ai) to the extent BZ Holdings the Restricted Parent Guarantor or such any Restricted Subsidiary, as the case may be, elects (or is required by the terms of any Indebtedness), (A) to prepay, repay, redeem repay or purchase any Indebtedness under any Credit Agreement or Indebtedness (other than any Preferred Stock) of a Restricted Subsidiary Non-Guarantor or that is not an Issuer or secured by a Subsidiary Guarantor Lien (in each case case, other than Indebtedness owed to BZ Holdings the Restricted Parent Guarantor or an Affiliate of BZ Holdingsany Restricted Subsidiary) or any Senior Priority Obligations, including Indebtedness under the Credit Agreement or the Senior Priority Notes (or any Refinancing Indebtedness in respect thereof) within one year 360 days from the later of (1) the date of such Asset Disposition or and (2) the receipt of such Net Available Cash; (B) to the extent BZ Holdings or such Restricted Subsidiary, as the case may be, elects, to acquire, make or improve Additional Assets within one year from the later of the date of such Asset Disposition or the receipt of such Net Available Cash; (C) to the extent of the balance of such Net Available Cash after application in accordance with clauses (A) and (B), to make an offer to the Holders of the Notes (and to holders of other Senior Indebtedness of Boise Paper Holdings designated by Boise Paper Holdings) to purchase Notes (and such other Senior Indebtedness of Boise Paper Holdings) pursuant to and subject to the conditions contained in this Indenture; and (D) to enter into binding commitments to take any of the actions described in clauses (A) and (B), and take such actions within one year of entering into such commitment; provided, however, that that, in connection with any prepayment, repayment or purchase of Indebtedness pursuant to this clause (A) or (C) abovei), BZ Holdings the Restricted Parent Guarantor or such Restricted Subsidiary shall permanently will retire such Indebtedness and shall will cause the related loan commitment (if any) to be permanently reduced in an amount equal to the principal amount so prepaid, repaid or purchased. Notwithstanding ; or (B) to prepay, repay or purchase Pari Passu Indebtedness at a price of no more than 100% of the foregoing principal amount of such Pari Passu Indebtedness plus accrued and unpaid interest to the date of such prepayment, repayment or purchase; provided further that, to the extent the Issuer redeems, repays or repurchases Pari Passu Indebtedness pursuant to this clause (B), the Issuer shall equally and ratably reduce Obligations under the Notes as provided under Section 5.7, through open-market purchases (to the extent such purchases are at or above 100% of the principal amount thereof) or by making an offer (in accordance with the procedures set forth below for an Asset Disposition Offer) to all Holders to purchase their Notes at 100% of the principal amount thereof, plus the amount of accrued but unpaid interest, if any, on the amount of Notes that would otherwise be prepaid; provided further, that, in addition to the foregoing, the Net Available Cash from an Asset Disposition of Collateral may not be applied to prepay, repay or purchase any Indebtedness other than Senior Priority Obligations, Notes or Pari Passu Indebtedness of the Issuer or a Guarantor secured by a Lien on such Collateral; and/or (ii) to the extent the Restricted Parent Guarantor or any Restricted Subsidiary elects, to invest in or commit to invest in Additional Assets (including by means of an investment in Additional Assets by a Restricted Subsidiary with Net Available Cash received by the Restricted Parent Guarantor or another Restricted Subsidiary) within 360 days from the later of (A) the date of such Asset Disposition and (B) the receipt of such Net Available Cash; provided, however, that a binding agreement shall be treated as a permitted application of Net Proceeds from the date of such commitment with the good faith expectation that such Net Proceeds will be applied to satisfy such commitment within 180 days of such commitment (an “Acceptable Commitment”) and, in the event any Acceptable Commitment is later cancelled or terminated for any reason before the Net Proceeds are applied in connection therewith, the Restricted Parent Guarantor or such Restricted Subsidiary enters into another Acceptable Commitment (a “Second Commitment”) within 180 days of such cancellation or termination; provided further that if any Second Commitment is later cancelled or terminated for any reason before such Net Proceeds are applied, then such Net Proceeds shall constitute Excess Proceeds; and (4) if such Asset Disposition involves the disposition of Collateral, the Restricted Parent Guarantor or such Subsidiary has complied with the provisions of this Section 4.06, BZ Holdings Indenture and the Restricted Subsidiaries will not be required to apply Collateral Documents; provided that, pending the final application of any such Net Available Cash in accordance with clause (i) or clause (ii) in Section 3.5(a)(3), the Restricted Parent Guarantor and the Restricted Subsidiaries may temporarily reduce Indebtedness or otherwise use such Net Available Cash in any manner not prohibited by this Section 4.06 except Indenture. (b) Any Net Available Cash from Asset Dispositions that is not applied or invested or committed to be applied or invested as provided in the preceding paragraph will be deemed to constitute “Excess Proceeds” under this Indenture. On the 361 day after an Asset Disposition or the receipt of such Net Available Cash, if the aggregate amount of Excess Proceeds under this Indenture exceeds (i) $15 million, in the case of a single transaction or a series of related transactions, or (ii) $30 million aggregate amount in any fiscal year, the Issuer will within 10 Business Days be required to make an offer (“Asset Disposition Offer”) to all Holders of Notes issued under this Indenture and, to the extent the Issuer elects, to all holders of other outstanding Pari Passu Indebtedness, to purchase the maximum principal amount of Notes and any such Pari Passu Indebtedness to which the Asset Disposition Offer applies that may be purchased out of the Excess Proceeds, at an offer price in respect of the Notes in an amount equal to 100% of the principal amount of the Notes and Pari Passu Indebtedness, in each case, plus accrued and unpaid interest, if any, to, but not including, the date of purchase, in accordance with the procedures set forth in this Indenture or the agreements governing the Pari Passu Indebtedness, as applicable, and, with respect to the Notes, in minimum denominations of $2,000 and in integral multiples of $1,000 in excess thereof. The Issuer will deliver notice of such Asset Disposition Offer electronically or by first-class mail, with a copy to the Trustee, to each Holder of Notes at the address of such Holder appearing in the security register or otherwise in accordance with the procedures of DTC, describing the transaction or transactions that constitute the Asset Disposition and offering to repurchase the Notes for the specified purchase price on the date specified in the notice, which date will be no earlier than 30 days and no later than 60 days from the date such notice is delivered, pursuant to the procedures required by this Indenture and described in such notice. (c) To the extent that the aggregate Net Available Cash from all amount of Notes and Pari Passu Indebtedness so validly tendered and not properly withdrawn pursuant to an Asset Dispositions which Disposition Offer is less than the Excess Proceeds, the Issuer may use any remaining Excess Proceeds for any purpose not applied prohibited by this Indenture. If the aggregate principal amount of the Notes surrendered in accordance with this covenant any Asset Disposition Offer by Holders and other Pari Passu Indebtedness surrendered by holders or lenders, collectively, exceeds $20.0 millionthe amount of Excess Proceeds, the Excess Proceeds shall be allocated among the Notes and Pari Passu Indebtedness to be purchased on a pro rata basis on the basis of the aggregate principal amount of tendered Notes and Pari Passu Indebtedness provided that no Notes or other Pari Passu Indebtedness will be selected and purchased in an unauthorized denomination. Pending application Upon completion of any Asset Disposition Offer, the amount of Excess Proceeds shall be reset at zero. (d) To the extent that any portion of Net Available Cash pursuant to this Section 4.06payable in respect of the Notes is denominated in a currency other than U.S. dollars, the amount thereof payable in respect of the Notes shall not exceed the net amount of funds in U.S. dollars that is actually received by the Issuer upon converting such Net Available Cash shall be invested in Temporary Cash Investments or applied to temporarily reduce revolving credit Indebtedness. portion into U.S. dollars. (e) For the purposes of this Section 4.06(a)3.5(a)(2) hereof, the following are will be deemed to be cash or cash equivalentscash: (1i) the assumption or discharge by the transferee of Indebtedness or other liabilities contingent or otherwise of BZ Holdings (other than obligations in respect of Disqualified Stock of BZ Holdings) the Restricted Parent Guarantor or any a Restricted Subsidiary (other than obligations in respect Subordinated Indebtedness of Disqualified Stock or Preferred Stock of an the Issuer or a Subsidiary GuarantorGuarantor or Indebtedness or liabilities incurred in contemplation of such Asset Disposition) and the release of BZ Holdings the Restricted Parent Guarantor or such Restricted Subsidiary from all liability on such Indebtedness or other liability in connection with such Asset Disposition; (2ii) securities securities, notes or other obligations received by BZ Holdings the Restricted Parent Guarantor or any Restricted Subsidiary from the transferee that are converted by BZ Holdings the Restricted Parent Guarantor or such Restricted Subsidiary into cash or Cash Equivalents within 180 days after following the closing of such Asset Disposition; (iii) Indebtedness of any Restricted Subsidiary that is no longer a Restricted Subsidiary as a result of such Asset Disposition, to the extent that the Restricted Parent Guarantor and each other Restricted Subsidiary are released from any Guarantee of the cash received payment of such Indebtedness in that conversionconnection with such Asset Disposition; and (3iv) any Designated Non-cash Consideration consideration consisting of Indebtedness of the Restricted Parent Guarantor (other than Subordinated Indebtedness) received by BZ Holdings after the Issue Date from Persons who are not the the Restricted Parent Guarantor or any Restricted Subsidiary in an Asset Disposition having an aggregate Fair Market Value, taken together with all other Designated Non-cash Consideration received pursuant to this clause (3) (unless such Designated Non-cash Consideration has been converted into cash, which cash shall be treated after such conversion as Net Available Cash), not to exceed 7.5% of Consolidated Net Tangible Assets at the time of the receipt of such Designated Non-cash Consideration (with the Fair Market Value of each item of Designated Non-cash Consideration being measured at the time received and without giving effect to subsequent changes in value)Subsidiary. (bf) In Upon the event commencement of an Asset Disposition that requires the purchase of Notes (and other Senior Indebtedness of Boise Paper Holdings) pursuant to Section 4.06 (a)(3)(C), the Issuers shall purchase Notes tendered pursuant to an offer by the Issuers for the Notes (and such other Senior Indebtedness) (the “Offer”) at a purchase price of 100% of their principal amount (or, in the event such other Senior Indebtedness of Boise Paper Holdings was issued with original issue discount, 100% of the accreted value with respect thereto) without premium, plus accrued but unpaid interest (or, in respect of such other Senior Indebtedness of Boise Paper Holdings, such lesser price, if any, as may be provided for by the terms of such Senior Indebtedness) in accordance with the procedures (including prorating in the event of oversubscription) set forth in Section 4.06(c). If the aggregate purchase price of the securities tendered exceeds the Net Available Cash allotted to their purchase, the Issuers shall select the securities to be purchased on a pro rata basis but in round denominations, which in the case of the Notes shall be denominations of $1,000 principal amount (subject to the $2,000 minimum denomination) or multiples thereof. If the aggregate purchase price of the securities purchased pursuant to such offer in accordance with this Section 4.06 is less than the Net Available Cash offered therefor, the Issuers may use any such excess Net Available Cash for general corporate purposes or any other purpose, in each case not prohibited by this Indenture. The Issuers shall not be required to make such an Offer to purchase Notes (and other Senior Indebtedness of Boise Paper Holdings) pursuant to this Section 4.06 if the Net Available Cash available therefor is less than $20.0 million (which lesser amount shall be carried forward for purposes of determining whether such an Offer is required with respect to the Net Available Cash from any subsequent Asset Disposition). Upon completion of such an Offer, Net Available Cash shall be deemed to be reduced by the aggregate amount of such Offer (regardless of the amount of Notes tendered in such Offer). (1) Promptly, and in any event within 10 days after the Issuers become obligated to make an Offer, the Issuers Issuer shall deliver send, or cause to be sent, by first class mail, a notice to the Trustee and send, by first-class mail to each Holder, a written notice stating that the Holder may elect to have his Notes purchased by the Issuers either in whole or in part (subject to prorating as described in Section 4.06(b) in the event the Offer is oversubscribed) in integral multiples of $1,000 of principal amount (subject to the $2,000 minimum denomination), at the applicable purchase priceits registered address. The notice shall specify a purchase date not less than 30 days nor more than 60 days after the date of such notice (the “Purchase Date”) and shall contain such information concerning the business of BZ Holdings and the Restricted Subsidiaries which the Issuers in good faith believe will enable such Holders to make an informed decision and all instructions and materials necessary to enable such Holder to tender Notes pursuant to the Asset Disposition Offer. Any Asset Disposition Offer shall be made to all Holders. The notice, which shall govern the terms of the Asset Disposition Offer, together with shall state: (1) that the information contained in clause Asset Disposition Offer is being made pursuant to this Section 3.5 and that, to the extent lawful, all Notes tendered and not withdrawn shall be accepted for payment (3unless prorated).; (2) Not the Asset Disposition payment amount, the Asset Disposition offered price, and the date on which Notes tendered and accepted for payment shall be purchased, which date shall be at least 30 days and not later than 60 days from the date upon which written notice of an Offer such notices is delivered to the Trustee as provided below, the Issuers shall deliver to the Trustee an Officers’ Certificate as to (A) the amount of the Offer mailed (the “Offer AmountAsset Sale Payment Date”), including information as to ; (3) that any other Senior Indebtedness included in the Offer, (B) the allocation of the Net Available Cash from the Asset Dispositions pursuant to which such Offer is being made and (C) the compliance of such allocation with the provisions of Section 4.06(a) and (b). On such date, the Issuers shall also irrevocably deposit with the Trustee Notes not tendered or with a Paying Agent (or, if an Issuer is acting as its own Paying Agent, segregate and hold in trust) in Temporary Cash Investments, maturing on the last day prior to the Purchase Date or on the Purchase Date if funds are immediately available by open of business, an amount equal to the Offer Amount to be held accepted for payment shall continue to accrue interest in accordance with the provisions of this Section. If terms thereof; (4) that, unless the Offer includes other Senior IndebtednessIssuer defaults in making such payment, the deposit described in the preceding sentence may be made with any other paying agent Notes accepted for payment pursuant to arrangements satisfactory the Asset Disposition Offer shall cease to the Trustee. Upon the expiration of the period for which the Offer remains open (the “Offer Period”), the Issuers shall deliver to the Trustee for cancellation the Notes or portions thereof which have been properly tendered to accrue interest on and are to be accepted by the Issuers. The Trustee shall, on the Purchase Date, mail or deliver payment (or cause the delivery of payment) to each tendering Holder in the amount of the purchase price. In the event that the aggregate purchase price of the Notes delivered by the Issuers to the Trustee is less than the Offer Amount applicable to the Notes, the Trustee shall deliver the excess to the Issuers immediately after the expiration of the Offer Period for application in accordance with this Section 4.06.Asset Sale Payment Date; (35) that Holders electing to have a Note any Notes purchased pursuant to any Asset Disposition Offer shall be required to surrender the NoteNotes, with an appropriate the form duly entitled “Option of Holder to Elect Purchase” on the reverse of the Note completed, to the Issuers Paying Agent at the address specified in the notice at least three Business Days prior to before the Purchase Asset sale Payment Date. ; (6) that Holders shall be entitled to withdraw their election if the Trustee or an Issuer receives Paying Agent receives, not later than one two Business Day Days prior to the Purchase Asset Sale Payment Date, a facsimile transmission or letter notice setting forth the name of the Holder, the principal amount of the Note which was the Holder delivered for purchase by the Holder and a statement that such Holder is withdrawing his its election to have such Note purchased. ; (7) that if the aggregate principal amount of Notes surrendered by Holders exceeds the Asset Disposition payment amount, the Issuer shall select the Notes to be purchased on a pro rata basis (with such adjustments as may be deemed appropriate by the Issuer so that only Notes in denominations of $2,000 or integral multiples of $1,000 in excess thereof shall be purchased); and (8) that Holders whose Notes are were purchased only in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrenderedsurrendered (or transferred by book-entry). (4g) At If the time Asset Sale Payment Date is on or after a record date and on or before the Issuers deliver related interest payment date, any accrued and unpaid interest shall be paid to the Person in whose name a Note is registered at the close of business on such record date, and no additional interest shall be payable to Holders who tender Notes pursuant to the Asset Disposition Offer. (h) On the Asset Sale Payment Date, the Issuer will, to the extent permitted by law, (1) accept for payment all Notes issued by it or portions thereof properly tendered pursuant to the Asset Disposition Offer, (2) deposit with the Paying Agent an amount equal to the aggregate Asset Disposition payment in respect of all Notes or portions thereof so tendered, and (3) deliver, or cause to be delivered, to the Trustee which are for cancellation the Notes so accepted together with an Officer’s Certificate to be accepted for purchase, the Issuers shall also deliver an Officers’ Certificate Trustee stating that such Notes are or portions thereof have been tendered to be accepted and purchased by the Issuers pursuant to and in accordance with the terms of this Section 4.06. A Note shall be deemed to have been accepted for purchase at the time the Trustee, directly or through an agent, mails or delivers payment therefor to the surrendering HolderIssuer. (di) The Issuers Issuer will comply, to the extent applicable, with the requirements of Section 14(e) of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws or regulations are applicable in connection with the repurchase of Notes pursuant to this Section 4.063.5. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.06Indenture, the Issuers shall Issuer will comply with the applicable securities laws and regulations and shall not be deemed to have breached their its obligations under this Section 4.06 Indenture by virtue of their compliance with such securities laws or regulationsthereof.

Limitation on Sales of Assets and Subsidiary Stock. (aA) BZ Holdings shall The Issuer will not, and shall will not permit any of its Restricted Subsidiaries Subsidiary to, directly or indirectly, consummate any Asset Disposition unless: (1i) BZ Holdings the Issuer or such Restricted Subsidiary receives consideration at the time of such Asset Disposition at least equal to the Fair Market Value fair market value (including as to the value of all non-cash noncash consideration) ), as determined in good faith by members of the Issuer’s senior management, of the shares and assets subject to such Asset Disposition; (2ii) at least seventy five percent (75% %) of the consideration thereof received by BZ Holdings the Issuer or such Restricted Subsidiary is in the form of cash or cash equivalents, Temporary Cash Investments or Replacement Assets or a combination of cash and cash equivalents, Temporary Cash Investments, and Replacement Assets; andprovided, however, that with respect to the sale of one or more real estate properties, up to seventy five percent (75%) of the consideration may consist of Indebtedness of the purchaser of such real estate properties so long as such Indebtedness is secured by a first or second priority Lien on the real estate property or properties sold; (3iii) an amount equal to one hundred percent (100% %) of the Net Available Cash from such Asset Disposition is applied by BZ Holdings the Issuer (or such Restricted Subsidiary, as the case may be:): (Aa) first, to the extent BZ Holdings or such Restricted Subsidiary, as the case may be, Issuer elects (or is required by the terms of any Indebtedness), to prepay, repay, redeem or purchase secured Indebtedness under of the Issuer or any Credit Agreement Restricted Subsidiary or Indebtedness (other than any Preferred Disqualified Stock) of a Restricted any other Wholly Owned Subsidiary that is not an Issuer or a Subsidiary Guarantor (in each case other than Indebtedness owed to BZ Holdings the Issuer or an Affiliate of BZ Holdingsthe Issuer) within one (1) year from the later of the date of such Asset Disposition or the receipt of such Net Available Cash; (Bb) second, to the extent BZ Holdings or of the balance of such Restricted SubsidiaryNet Available Cash after application in accordance with clause (a), as to the case may be, extent the Issuer elects, to acquire, make a capital expenditure or improve Additional to acquire Replacement Assets within one (1) year from the later of the date of such Asset Disposition or the receipt of such Net Available Cash;; and (Cc) third, to the extent of the balance of such Net Available Cash after application in accordance with clauses (A) and (B)Excess Proceeds, to make an offer to the Holders of the Notes (and to holders of other Senior Indebtedness of Boise Paper Holdings the Issuer designated by Boise Paper Holdingsthe Issuer) to purchase Notes (and such other Senior Indebtedness of Boise Paper Holdingsthe Issuer) pursuant to and subject to the conditions contained in this the Indenture; and (D) to enter into binding commitments to take any of the actions described in clauses (A) and (B), and take such actions within one year of entering into such commitment; provided, however, that in connection with any prepayment, repayment or purchase of Indebtedness pursuant to clause (Aa) or (Cc) aboveabove (excluding temporary reductions of revolving credit indebtedness made pursuant to the last sentence of Section 4.05(B)), BZ Holdings the Issuer or such Restricted Subsidiary shall permanently retire such Indebtedness and shall cause the related loan commitment (if any) to be permanently reduced in an amount equal to the principal amount so prepaid, repaid or purchased. Notwithstanding ; provided further, however, the foregoing provisions Issuer will be deemed to have complied with clause (b) above if and to the extent that, within three hundred and sixty five (365) days after the later of this Section 4.06the Asset Disposition or the receipt of Net Available Cash, BZ Holdings and the Issuer or any of its Restricted Subsidiaries will has entered into and not be required abandoned or rejected a binding agreement to apply any make a capital expenditure or to acquire Replacement Assets, and that such capital expenditure or acquisition is thereafter completed within one hundred and eighty (180) days after the end of such three hundred and sixty five (365) day period. (B) The Net Available Cash of an Asset Disposition not applied pursuant to Section 4.05(A)(iii)(a) or Section 4.05(A)(iii)(b) above constitute “Excess Proceeds.” Excess Proceeds of less than $5.0 million will be carried forward and accumulated. When accumulated Excess Proceeds equal or exceed such amount, the Issuer must, within thirty (30) days, make an offer to purchase the Notes, in accordance with this Section 4.06 except to the extent that the aggregate Net Available Cash from all Asset Dispositions which is not applied in accordance with this covenant exceeds $20.0 million4.05(A)(iii)(c). Pending application of Net Available Cash pursuant to this Section 4.064.05, such Net Available Cash shall be invested in Temporary Cash Investments or applied to temporarily reduce revolving credit Indebtedness. indebtedness. (C) In the event the Issuer make an offer to purchase the Notes pursuant to Section 4.05(A)(iii)(c), (i) if Notes in an aggregate principal amount less than or equal to the applicable Excess Proceeds are duly tendered pursuant to such offer to purchase, then the Issuer will purchase all such tendered Notes, and (ii) if Notes in an aggregate principal amount in excess of the applicable Excess Proceeds are duly tendered pursuant to such offer to purchase, then the Issuer will purchase tendered Notes having an aggregate principal amount equal to the applicable Excess Proceeds on a pro rata basis, with adjustments so that only Notes in a minimum denomination of twenty five dollars ($25.00) and integral multiples in excess thereof will be purchased. (D) For the purposes of this Section 4.06(a)4.05, the following are deemed to be cash or cash equivalents: (1i) the assumption or discharge of Indebtedness of BZ Holdings (other than obligations in respect of Disqualified Stock of BZ Holdings) the Issuer or any Restricted Subsidiary (other than obligations in respect of Disqualified Stock or Preferred Stock of an Issuer or a Subsidiary Guarantor) and the release of BZ Holdings the Issuer or such Restricted Subsidiary from all liability on such Indebtedness in connection with such Asset Disposition;; and (2ii) securities received by BZ Holdings the Issuer or any Restricted Subsidiary from the transferee that are converted by BZ Holdings the Issuer or such Restricted Subsidiary into cash within 180 days after such Asset Disposition, to the extent of the cash received in that conversion; and (3) any Designated Non-cash Consideration received by BZ Holdings or any Restricted Subsidiary in an Asset Disposition having an aggregate Fair Market Value, taken together with all other Designated Non-cash Consideration received pursuant to this clause (3) (unless such Designated Non-cash Consideration has been converted into cash, which cash shall be treated after such conversion as Net Available Cash), not to exceed 7.5% of Consolidated Net Tangible Assets at the time of the receipt of such Designated Non-cash Consideration (with the Fair Market Value of each item of Designated Non-cash Consideration being measured at the time received and without giving effect to subsequent changes in value)receipt. (bE) In the event of an Asset Disposition that requires the purchase of Notes (and other Senior Indebtedness of Boise Paper Holdingsthe Issuer) pursuant to Section 4.06 (a)(3)(C4.05(A)(iii)(c), the Issuers shall Issuer will purchase Notes tendered pursuant to an offer by the Issuers Issuer for the Notes (and such other Senior Indebtedness) (Indebtedness of the “Offer”Issuer) at a purchase price of one hundred percent (100% %) of their principal amount (or, in the event such other Senior Indebtedness of Boise Paper Holdings the Issuer was issued with significant original issue discount, one hundred percent (100% %) of the accreted value with respect thereto) thereof), without premium, plus accrued but unpaid interest interest, if any, (or, in respect of such other Senior Indebtedness of Boise Paper Holdingsthe Issuer, such lesser price, if any, as may be provided for by the terms of such Senior IndebtednessIndebtedness of the Issuer) in accordance with the procedures (including prorating in the event of oversubscription) set forth in Section 4.06(c)the Indenture. If the aggregate purchase price of the securities tendered exceeds the Net Available Cash allotted to their purchase, the Issuers shall Issuer will select the securities to be purchased on a pro rata basis but in round denominations, which in the case of the Notes shall will be denominations of twenty five dollars ($1,000 25.00) principal amount (subject to the $2,000 minimum denomination) or multiples of twenty five dollars ($25.00) greater thereof. If the aggregate purchase price of the securities purchased pursuant to such offer in accordance with this Section 4.06 is less than the Net Available Cash offered therefor, the Issuers may use any such excess Net Available Cash for general corporate purposes or any other purpose, in each case not prohibited by this Indenture. The Issuers Issuer shall not be required to make such an Offer offer to purchase Notes (and other Senior Indebtedness of Boise Paper Holdingsthe Issuer) pursuant to this Section 4.06 4.05 if the Net Available Cash available therefor is Excess Proceeds are less than five million dollars ($20.0 million 5,000,000) (which lesser amount shall be carried forward for purposes of determining whether such an Offer offer is required with respect to the Net Available Cash from any subsequent Asset Disposition). Upon completion of such an Offer, Net Available Cash shall be deemed to be reduced by the aggregate amount of such Offer (regardless of the amount of Notes tendered in such Offer). (1) Promptly, and in any event within 10 days after the Issuers become obligated to make an Offer, the Issuers shall deliver to the Trustee and send, by first-class mail to each Holder, a written notice stating that the Holder may elect to have his Notes purchased by the Issuers either in whole or in part (subject to prorating as described in Section 4.06(b) in the event the Offer is oversubscribed) in integral multiples of $1,000 of principal amount (subject to the $2,000 minimum denomination), at the applicable purchase price. The notice shall specify a purchase date not less than 30 days nor more than 60 days after the date of such notice (the “Purchase Date”) and shall contain such information concerning the business of BZ Holdings and the Restricted Subsidiaries which the Issuers in good faith believe will enable such Holders to make an informed decision and all instructions and materials necessary to tender Notes pursuant to the Offer, together with the information contained in clause (3). (2) Not later than the date upon which written notice of an Offer is delivered to the Trustee as provided below, the Issuers shall deliver to the Trustee an Officers’ Certificate as to (A) the amount of the Offer (the “Offer Amount”), including information as to any other Senior Indebtedness included in the Offer, (B) the allocation of the Net Available Cash from the Asset Dispositions pursuant to which such Offer is being made and (C) the compliance of such allocation with the provisions of Section 4.06(a) and (b). On such date, the Issuers shall also irrevocably deposit with the Trustee or with a Paying Agent (or, if an Issuer is acting as its own Paying Agent, segregate and hold in trust) in Temporary Cash Investments, maturing on the last day prior to the Purchase Date or on the Purchase Date if funds are immediately available by open of business, an amount equal to the Offer Amount to be held for payment in accordance with the provisions of this Section. If the Offer includes other Senior Indebtedness, the deposit described in the preceding sentence may be made with any other paying agent pursuant to arrangements satisfactory to the Trustee. Upon the expiration of the period for which the Offer remains open (the “Offer Period”), the Issuers shall deliver to the Trustee for cancellation the Notes or portions thereof which have been properly tendered to and are to be accepted by the Issuers. The Trustee shall, on the Purchase Date, mail or deliver payment (or cause the delivery of payment) to each tendering Holder in the amount of the purchase price. In the event that the aggregate purchase price of the Notes delivered by the Issuers to the Trustee is less than the Offer Amount applicable to the Notes, the Trustee shall deliver the excess to the Issuers immediately after the expiration of the Offer Period for application in accordance with this Section 4.06. (3) Holders electing to have a Note purchased shall be required to surrender the Note, with an appropriate form duly completed, to the Issuers at the address specified in the notice at least three Business Days prior to the Purchase Date. Holders shall be entitled to withdraw their election if the Trustee or an Issuer receives not later than one Business Day prior to the Purchase Date, a facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note which was delivered for purchase by the Holder and a statement that such Holder is withdrawing his election to have such Note purchased. Holders whose Notes are purchased only in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered. (4) At the time the Issuers deliver Notes to the Trustee which are to be accepted for purchase, the Issuers shall also deliver an Officers’ Certificate stating that such Notes are to be accepted by the Issuers pursuant to and in accordance with the terms of this Section 4.06. A Note shall be deemed to have been accepted for purchase at the time the Trustee, directly or through an agent, mails or delivers payment therefor to the surrendering Holder. (dF) The Issuers Issuer will comply, to the extent applicable, with the requirements of Section 14(e) of the Exchange Act and any other securities laws or regulations in connection with the repurchase purchase of Notes pursuant to this Section 4.064.05. To the extent that the provisions of any securities laws or regulations conflict with provisions of this Section 4.064.05, the Issuers shall Issuer will comply with the applicable securities laws and regulations and shall will not be deemed to have breached their its obligations under this Section 4.06 4.05 by virtue of their its compliance with such securities laws or regulations.

Limitation on Sales of Assets and Subsidiary Stock. (a) BZ Holdings Iridium shall not, and shall not permit any of its Restricted Subsidiaries Subsidiary to, directly or indirectly, consummate make any Asset Disposition unless: (1i) BZ Holdings Iridium or such Restricted Subsidiary Subsidiary, as the case may be, receives consideration at the time of such Asset Disposition at least equal to the Fair Market Value fair market value (including as to the value of all non-cash consideration) of the shares and assets subject to such Asset Disposition, as determined by the Board of Directors in good faith and evidenced by a resolution filed with the Trustee; (2ii) at least 7580% of the consideration thereof therefor received by BZ Holdings or such Restricted Subsidiary is in the form of cash or cash equivalents; and (3) an amount equal to 100% of the Net Available Cash from such Asset Disposition is applied by BZ Holdings or such Restricted Subsidiary, as the case may be: (A) to the extent BZ Holdings Iridium or such Restricted Subsidiary, as the case may be, elects consists of cash or Marketable Securities (or is required provided that an amount equal to the fair value (as determined in good faith by the terms Board of Directors as evidenced by a resolution filed with the Trustee) of assets utilized or to be utilized in a Related Business and received by Iridium or any IndebtednessRestricted Subsidiary in connection with any Asset Disposition shall be treated as cash solely for purposes of this clause (ii), to prepay, repay, redeem ) or purchase the assumption of Indebtedness under any Credit Agreement or Indebtedness of Iridium (other than any Preferred Stock) of a Restricted Subsidiary Indebtedness that is not an Issuer or a Subsidiary Guarantor (in each case other than Indebtedness owed to BZ Holdings or an Affiliate of BZ HoldingsSubordinated Obligation) within one year from the later of the date of such Asset Disposition or the receipt Restricted Subsidiary, as the case may be, and the release of such Net Available Cash; (B) to the extent BZ Holdings Iridium or such Restricted Subsidiary, as the case may be, elects, to acquire, make or improve Additional Assets within one year from all liability on the later of the date of such Asset Disposition or the receipt of such Net Available Cash; (C) to the extent of the balance of such Net Available Cash after application in accordance with clauses (A) and (B), to make an offer to the Holders of the Notes (and to holders of other Senior Indebtedness of Boise Paper Holdings designated by Boise Paper Holdings) to purchase Notes (and such other Senior Indebtedness of Boise Paper Holdings) pursuant to and subject to the conditions contained in this Indentureassumed; and (Diii) to enter into binding commitments to take any passu with the Series A Notes at a purchase price no greater than 100% of the actions described in clauses (A) and (B), and take such actions within one year of entering into such commitment; provided, however, that in connection with any prepayment, repayment or purchase of Indebtedness pursuant to clause (A) or (C) above, BZ Holdings or such Restricted Subsidiary shall permanently retire such Indebtedness and shall cause the related loan commitment (if any) to be permanently reduced in an amount equal to the principal amount so prepaidthereof plus accrued and unpaid interest and liquidated damages, repaid or purchased. Notwithstanding the foregoing provisions of this Section 4.06if any, BZ Holdings and the Restricted Subsidiaries will not be required to apply any Net Available Cash in accordance with this Section 4.06 except to the extent that the aggregate Net Available Cash from all Asset Dispositions which is not applied in accordance with this covenant exceeds $20.0 million. Pending application date of Net Available Cash pursuant to this Section 4.06, such Net Available Cash shall be invested in Temporary Cash Investments or applied to temporarily reduce revolving credit Indebtedness. For the purposes of this Section 4.06(a), the following are deemed to be cash or cash equivalents: purchase and (13) the assumption or discharge of Indebtedness of BZ Holdings (other than obligations in respect of Disqualified Stock of BZ Holdings) or any Restricted Subsidiary (other than obligations in respect of Disqualified Stock or Preferred Stock of an Issuer or a Subsidiary Guarantor) and the release of BZ Holdings or such Restricted Subsidiary from all liability on such Indebtedness in connection with such Asset Disposition; (2) securities received by BZ Holdings or any Restricted Subsidiary from the transferee that are converted by BZ Holdings or such Restricted Subsidiary into cash within 180 days after such Asset Dispositionthird, to the extent of any remaining Net Available Proceeds after application of clauses (1) and (2) of this Section 4.06(a)(iii), to the cash received in that conversion; and (3) repayment of other Indebtedness of Iridium or Indebtedness of a Restricted Subsidiary, to the extent permitted under the terms thereof. To the extent any Designated Non-cash Consideration received by BZ Holdings or any Restricted Subsidiary in an Asset Disposition having an aggregate Fair Market Value, taken together with all other Designated Non-cash Consideration received pursuant to this clause (3) (unless such Designated Non-cash Consideration has been converted into cash, which cash shall be treated Net Available Proceeds remain after such conversion as Net Available Cash)uses, not to exceed 7.5% of Consolidated Net Tangible Assets at Iridium and the time of the receipt of such Designated Non-cash Consideration (with the Fair Market Value of each item of Designated Non-cash Consideration being measured at the time received and without giving effect to subsequent changes in value). (b) In the event of an Asset Disposition that requires the purchase of Notes (and other Senior Indebtedness of Boise Paper Holdings) pursuant to Section 4.06 (a)(3)(C), the Issuers shall purchase Notes tendered pursuant to an offer by the Issuers for the Notes (and such other Senior Indebtedness) (the “Offer”) at a purchase price of 100% of their principal amount (or, in the event such other Senior Indebtedness of Boise Paper Holdings was issued with original issue discount, 100% of the accreted value with respect thereto) without premium, plus accrued but unpaid interest (or, in respect of such other Senior Indebtedness of Boise Paper Holdings, such lesser price, if any, as may be provided for by the terms of such Senior Indebtedness) in accordance with the procedures (including prorating in the event of oversubscription) set forth in Section 4.06(c). If the aggregate purchase price of the securities tendered exceeds the Net Available Cash allotted to their purchase, the Issuers shall select the securities to be purchased on a pro rata basis but in round denominations, which in the case of the Notes shall be denominations of $1,000 principal amount (subject to the $2,000 minimum denomination) or multiples thereof. If the aggregate purchase price of the securities purchased pursuant to such offer in accordance with this Section 4.06 is less than the Net Available Cash offered therefor, the Issuers Restricted Subsidiaries may use such amounts for any such excess Net Available Cash for general corporate purposes or any other purpose, in each case not prohibited by this Indenture. The Issuers Notwithstanding the foregoing, (x) these provisions shall not apply to any Asset Disposition which constitutes a transfer, conveyance, sale, lease or other disposition of all or substantially all of Iridium's, Capital's or a Guarantor Subsidiary's properties or assets as described under Article V and (y) Iridium shall not be required to make such an Offer to purchase repurchase or redeem Series A Notes (and other Senior Indebtedness of Boise Paper Holdings) pursuant to clause (2) of this Section 4.06 if the 4.06(a)(iii) until Net Available Cash available therefor is Proceeds from all Asset Dispositions in the aggregate, less than $20.0 million (which lesser amount shall be carried forward for purposes of determining whether such an Offer is required with respect to the Net Available Cash from x) any subsequent Asset Disposition). Upon completion amounts invested within 180 days of such an Offer, Net Available Cash shall be deemed dispositions (or committed by such 180th day for investment pursuant to be reduced by the aggregate amount of such Offer (regardless of the amount of Notes tendered in such Offer). (1) Promptly, and in any event within 10 days after the Issuers become obligated to make an Offer, the Issuers shall deliver to the Trustee and send, by first-class mail to each Holder, a written notice stating that the Holder may elect to have his Notes purchased by the Issuers either in whole or in part (subject to prorating as described in Section 4.06(b) in the event the Offer is oversubscribed) in integral multiples of $1,000 of principal amount (subject to the $2,000 minimum denomination), at the applicable purchase price. The notice shall specify a purchase date not less than 30 days nor more than 60 agreement which commits such investment within 180 days after the date of such notice agreement) in a Related Business, (the “Purchase Date”y) and shall contain such information concerning the business of BZ Holdings and the Restricted Subsidiaries which the Issuers in good faith believe will enable such Holders to make an informed decision and all instructions and materials necessary to tender Notes any amounts applied pursuant to the Offer, together with the information contained in clause (1) above and (z) any amounts previously applied pursuant to clause (1), (2) or (3) of this Section 4.06(a)(iii), are greater than $10,000,000. (2b) Not later than the date upon which written notice of an Offer is delivered to the Trustee as provided below, the The Note Issuers shall deliver to the Trustee an Officers’ Certificate as to (A) the amount of the Offer (the “Offer Amount”), including information as to any other Senior Indebtedness included in the Offer, (B) the allocation of the Net Available Cash from the Asset Dispositions pursuant to which such Offer is being made and (C) the compliance of such allocation with the provisions of Section 4.06(a) and (b). On such date, the Issuers shall also irrevocably deposit with the Trustee or with a Paying Agent (or, if an Issuer is acting as its own Paying Agent, segregate and hold in trust) in Temporary Cash Investments, maturing on the last day prior to the Purchase Date or on the Purchase Date if funds are immediately available by open of business, an amount equal to the Offer Amount to be held for payment in accordance with the provisions of this Section. If the Offer includes other Senior Indebtedness, the deposit described in the preceding sentence may be made with any other paying agent pursuant to arrangements satisfactory to the Trustee. Upon the expiration of the period for which the Offer remains open (the “Offer Period”), the Issuers shall deliver to the Trustee for cancellation the Notes or portions thereof which have been properly tendered to and are to be accepted by the Issuers. The Trustee shall, on the Purchase Date, mail or deliver payment (or cause the delivery of payment) to each tendering Holder in the amount of the purchase price. In the event that the aggregate purchase price of the Notes delivered by the Issuers to the Trustee is less than the Offer Amount applicable to the Notes, the Trustee shall deliver the excess to the Issuers immediately after the expiration of the Offer Period for application in accordance with this Section 4.06. (3) Holders electing to have a Note purchased shall be required to surrender the Note, with an appropriate form duly completed, to the Issuers at the address specified in the notice at least three Business Days prior to the Purchase Date. Holders shall be entitled to withdraw their election if the Trustee or an Issuer receives not later than one Business Day prior to the Purchase Date, a facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note which was delivered for purchase by the Holder and a statement that such Holder is withdrawing his election to have such Note purchased. Holders whose Notes are purchased only in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered. (4) At the time the Issuers deliver Notes to the Trustee which are to be accepted for purchase, the Issuers shall also deliver an Officers’ Certificate stating that such Notes are to be accepted by the Issuers pursuant to and in accordance with the terms of this Section 4.06. A Note shall be deemed to have been accepted for purchase at the time the Trustee, directly or through an agent, mails or delivers payment therefor to the surrendering Holder. (d) The Issuers will comply, to the extent applicable, with the requirements of Section 14(e) of the Exchange Act and any other securities laws or regulations in connection with the repurchase of Series A Notes pursuant to this Section 4.06. To the extent that the provisions of any securities laws or regulations conflict with provisions of this Section 4.06covenant, the Issuers shall comply with the applicable securities laws and regulations and shall not be deemed to have breached their obligations described under this Section 4.06 by virtue of their compliance with such securities laws or regulationsthereof.

Limitation on Sales of Assets and Subsidiary Stock. (a) BZ Holdings shall The Company will not, and shall will not permit any of its Restricted Subsidiaries to, directly or indirectly, consummate make any Asset Disposition unless: unless (1i) BZ Holdings the Company or such Restricted Subsidiary receives consideration at the time of such Asset Disposition at least equal to the Fair Market Value fair market value, as determined in good faith by the Board of Directors (including as to the value of all non-cash consideration) ), of the shares and assets subject to such Asset Disposition; , (2ii) at least 75% of the consideration thereof received by BZ Holdings the Company or such Restricted Subsidiary is in the form of cash or Cash Equivalents or Qualified Proceeds; provided that the aggregate fair market value of Qualified Proceeds (other than cash equivalents; and or Cash Equivalents) which may be received in consideration for Asset Dispositions pursuant to this clause (3ii) shall not exceed $7.5 million after the Issue Date, and (iii) an amount equal to 100% of the Net Available Cash from such Asset Disposition is applied by BZ Holdings the Company (or such Restricted Subsidiary, as the case may be: ) (A) first, to the extent BZ Holdings the Company or such any Restricted Subsidiary, as the case may be, elects (or is required by the terms of any Indebtedness), to prepay, repay, redeem repay or purchase Indebtedness under any Credit Agreement (other than Subordinated Obligations) or Indebtedness (other than any Preferred StockStock or any Guarantor Subordinated Obligation) of a Restricted Wholly-Owned Subsidiary that is not an Issuer or a Subsidiary Guarantor (in each case other than Indebtedness owed to BZ Holdings the Company or an Affiliate of BZ Holdingsthe Company) within one year from the later of the date of such Asset Disposition or the receipt of such Net Available Cash; ; (B) second, to the extent BZ Holdings or of the balance of such Restricted SubsidiaryNet Available Cash after application in accordance with clause (A), as at the case may be, elects, Company's election to acquire, make or improve invest in Additional Assets within one year from the later of the date of such Asset Disposition or the receipt of such Net Available Cash; ; (C) third, to the extent of the balance of such Net Available Cash after application and in accordance with clauses (A) and (B) (the "Excess Proceeds"), to make an offer to purchase the Holders Securities and other Pari Passu Indebtedness outstanding with similar provisions requiring the Company to make an offer to purchase such Pari Passu Indebtedness with the proceeds from any Asset Disposition ("Pari Passu Notes") at 100% of the principal amount thereof (or 100% of the accreted value of such Pari Passu Notes (so tendered if such Pari Passu Notes were issued at a discount) plus accrued and to holders of other Senior Indebtedness of Boise Paper Holdings designated by Boise Paper Holdings) to purchase Notes (and such other Senior Indebtedness of Boise Paper Holdings) pursuant to and subject unpaid interest, if any, to the conditions contained in this Indenturedate of purchase; and and (D) fourth, to enter into binding commitments to take any the extent of the actions described balance of the Excess Proceeds, after application in clauses accordance with clause (A) and (BC), and take such actions within one year of entering into such commitmentto fund other corporate purposes not prohibited by this Indenture; provided, however, that that, in connection with any prepayment, repayment or purchase of Indebtedness pursuant to clause (A) or (C) above, BZ Holdings the Company or such Restricted Subsidiary shall permanently will retire such Indebtedness and shall will cause the related loan commitment (if any) to be permanently reduced in an amount equal to the principal amount so prepaid, repaid or purchased. Pending the final application of any such Net Available Cash, the Company or its Restricted Subsidiaries may temporarily reduce Indebtedness or otherwise invest such Net Available Cash in any manner that is not prohibited by this Indenture. Upon completion of such Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero. Notwithstanding the foregoing provisions of this Section 4.06provisions, BZ Holdings the Company and the its Restricted Subsidiaries will not be required to apply any Net Available Cash in accordance with this Section 4.06 herewith except to the extent that the aggregate Net Available Cash from all Asset Dispositions which is have not been applied in accordance with this covenant exceeds exceed $20.0 5.0 million. Pending application of Net Available Cash pursuant to this Section 4.06, such Net Available Cash shall be invested in Temporary Cash Investments or applied to temporarily reduce revolving credit Indebtedness. For the purposes of this Section 4.06(a)3.6, the following are will be deemed to be cash or cash equivalents: cash: (1x) the assumption or discharge by the transferee of Indebtedness of BZ Holdings (other than obligations in respect Subordinated Obligations) of Disqualified Stock the Company or Indebtedness (other than Guarantor Subordinated Obligations) of BZ Holdings) or any Restricted Subsidiary (other than obligations in respect of Disqualified Stock or Preferred Stock of an Issuer or a Subsidiary Guarantor) the Company and the release of BZ Holdings the Company or such Restricted Subsidiary from all liability on such Indebtedness in connection with such Asset Disposition; Disposition (2in which case the Company will, without further action, be deemed to have applied such assumed Indebtedness in accordance with clause (A) securities of the preceding paragraph) and (y) securities, notes or other obligations received by BZ Holdings the Company or any Restricted Subsidiary of the Company from the transferee that are promptly converted by BZ Holdings the Company or such Restricted Subsidiary into cash within 180 days after such Asset Disposition, to the extent of the cash received in that conversion; and (3) any Designated Non-cash Consideration received by BZ Holdings or any Restricted Subsidiary in an Asset Disposition having an aggregate Fair Market Value, taken together with all other Designated Non-cash Consideration received pursuant to this clause (3) (unless such Designated Non-cash Consideration has been converted into cash, which cash shall be treated after such conversion as Net Available Cash), not to exceed 7.5% of Consolidated Net Tangible Assets at the time of the receipt of such Designated Non-cash Consideration (with the Fair Market Value of each item of Designated Non-cash Consideration being measured at the time received and without giving effect to subsequent changes in value). (b) In the event of an Asset Disposition that requires the purchase of Notes (and other Senior Indebtedness of Boise Paper Holdings) Securities pursuant to clause (iii)(C) of paragraph (a) of this Section 4.06 (a)(3)(C)3.6, the Issuers shall purchase Company will be required to apply such Excess Proceeds to the repayment of the Securities and any Pari Passu Notes tendered pursuant to as follows: (A) the Company will make an offer by to purchase (an "Offer") within ten days of such time from all Holders in accordance with the Issuers for procedures set forth in this Indenture in the Notes maximum principal amount (and such other Senior Indebtednessexpressed as a multiple of $1,000) of Securities that may be purchased out of an amount (the “Offer”"Note Amount") equal to the product of such Excess Proceeds multiplied by a fraction, the numerator of which is the outstanding principal amount of the Securities and the denominator of which is the sum of the outstanding principal amount of the Securities and the outstanding principal amount (or accreted value, as the case may be) of the Pari Passu Notes at a purchase price of 100% of their the principal amount (or, in the event such other Senior Indebtedness of Boise Paper Holdings was issued with original issue discount, 100% of the accreted value with respect thereto) without premium, thereof plus accrued but and unpaid interest (or, in respect of such other Senior Indebtedness of Boise Paper Holdings, such lesser priceinterest, if any, as may be provided for by to the terms date of such Senior Indebtednesspurchase and (B) the Company will make an offer to purchase any Pari Passu Notes (a "Pari Passu Offer") in an amount equal to the excess of the Excess Proceeds over the Note Amount in accordance with the procedures (including prorating in documentation governing such Pari Passu Notes with respect to the event of oversubscription) set forth in Section 4.06(c)Pari Passu Offer. If the aggregate purchase price of the securities Securities and Pari Passu Notes tendered pursuant to the Offer and the Pari Passu Offer is less than the Excess Proceeds, the remaining Excess Proceeds will be available to the Company for use in accordance with clause (iii)(D) of paragraph (a) of this Section 3.6. If the aggregate principal amount of Securities surrendered by Holders thereof exceeds the Net Available Cash allotted to their purchaseNote Amount, the Issuers Trustee shall select the securities Securities to be purchased on a pro rata basis but in round denominations, which in the case of the Notes shall be denominations of $1,000 principal amount (subject to the $2,000 minimum denomination) or multiples thereof. If the aggregate purchase price of the securities purchased pursuant to such offer in accordance with this Section 4.06 is less than the Net Available Cash offered therefor, the Issuers may use any such excess Net Available Cash for general corporate purposes or any other purpose, in each case not prohibited by this Indenturebasis. The Issuers shall Company will not be required to make such an Offer to purchase Notes (and other Senior Indebtedness of Boise Paper Holdings) for Securities pursuant to this Section 4.06 3.6 if the Net Available Cash Excess Proceeds available therefor is are less than $20.0 10.0 million (which lesser amount shall amounts will be carried forward for purposes of determining whether such an Offer is required with respect to the Net Available Cash Excess Proceeds from any subsequent Asset Disposition). Upon completion of such an Offer, Net Available Cash shall be deemed to be reduced by the aggregate amount of such Offer (regardless of the amount of Notes tendered in such Offer). (1) Promptly, and in any event within 10 days after the Issuers become obligated Company is required to make an Offer, the Issuers shall Company will deliver to the Trustee and send, by first-class mail to each Holder, a written notice stating that the Holder may elect to have his Notes Securities purchased by the Issuers Company either in whole or in part (subject to prorating as hereinafter described in Section 4.06(b) in the event the Offer is oversubscribed) in integral multiples of $1,000 of principal amount (subject to the $2,000 minimum denomination)amount, at the applicable purchase price. The notice shall specify a purchase date not less than 30 days nor more than 60 days after the date of such notice (the “"Purchase Date”) and shall contain such information concerning the business of BZ Holdings and the Restricted Subsidiaries which the Issuers in good faith believe will enable such Holders to make an informed decision and all instructions and materials necessary to tender Notes pursuant to the Offer, together with the information contained in clause (3"). (2) Not later than the date upon which such written notice of an Offer is delivered to the Trustee as provided belowand the Holders, the Issuers shall Company will deliver to the Trustee an Officers’ ' Certificate as to setting forth (Ai) the amount of the Offer (the “"Offer Amount”"), including information as to any other Senior Indebtedness included in the Offer, (Bii) the allocation of the Net Available Cash from the Asset Dispositions pursuant to as a result of which such Offer is being made and (Ciii) the compliance of such allocation with the provisions of Section 4.06(a) and (b3.6(a). On such date, the Issuers shall also irrevocably deposit with the Trustee or with a Paying Agent (or, if an Issuer is acting as its own Paying Agent, segregate and hold in trust) in Temporary Cash Investments, maturing on the last day prior to the Purchase Date or on the Purchase Date if funds are immediately available by open of business, an amount equal to the Offer Amount to be held for payment in accordance with the provisions of this Section. If the Offer includes other Senior Indebtedness, the deposit described in the preceding sentence may be made with any other paying agent pursuant to arrangements satisfactory to the Trustee. Upon the expiration of the period (the "Offer Period") for which the Offer remains open (the “Offer Period”)open, the Issuers Company shall deliver to the Trustee for cancellation the Notes Securities or portions thereof which have been properly tendered to and are to be accepted by the IssuersCompany. The Trustee shall, on the Purchase Date, mail or deliver payment (or cause the delivery of payment) to each tendering Holder in the amount of the purchase price. In the event that the aggregate purchase price of the Notes delivered Securities tendered by the Issuers such Holder to the Trustee is less than the Offer Amount applicable extent such funds are available to the Notes, the Trustee shall deliver the excess to the Issuers immediately after the expiration of the Offer Period for application in accordance with this Section 4.06Trustee. (3) Holders electing to have a Note Security purchased shall will be required to surrender the NoteSecurity, with an appropriate form entitled "Option of Holder to Elect Purchase" duly completed, to the Issuers Company at the address specified in the notice at least three Business Days prior to the Purchase Dateexpiration of the Offer Period. Holders shall Each Holder will be entitled to withdraw their its election if the Trustee or an Issuer receives the Company receives, not later than one Business Day prior to the Purchase Dateexpiration of the Offer Period, a facsimile transmission or letter overnight mail from such Holder setting forth the name of the such Holder, the principal amount of the Note Security or Securities which was were delivered for purchase by the such Holder and a statement that such Holder is withdrawing his election to have such Note Security or Securities purchased. If at the expiration of the Offer Period the aggregate principal amount of Securities surrendered by Holders exceeds the Offer Amount, the Company shall select the Securities to be purchased on a pro rata basis (with such adjustments as may be deemed appropriate by the Company so that only Securities in denominations of $1,000, or integral multiples thereof, shall be purchased). Holders whose Notes Securities are purchased only in part shall will be issued new Notes Securities equal in principal amount to the unpurchased portion of the Notes Securities surrendered. (4) At the time the Issuers deliver Notes to the Trustee which are to be accepted for purchase, the Issuers shall also deliver an Officers’ Certificate stating that such Notes are to be accepted by the Issuers pursuant to and in accordance with the terms of this Section 4.06. A Note shall be deemed to have been accepted for purchase at the time the Trustee, directly or through an agent, mails or delivers payment therefor to the surrendering Holder. (d) The Issuers Company will comply, to the extent applicable, with the requirements of Section 14(e) of the Exchange Act and any other securities laws or regulations in connection with the repurchase of Notes Securities pursuant to this Section 4.06Indenture. To the extent that the provisions of any securities laws or regulations conflict with provisions of this Section 4.063.6, the Issuers shall Company will comply with the applicable securities laws and regulations and shall will not be deemed to have breached their its obligations under this Section 4.06 Indenture by virtue of their compliance with such securities laws or regulationsthereof.

Limitation on Sales of Assets and Subsidiary Stock. (a) BZ Holdings The -------------------------------------------------- Company shall not, and shall not permit any of its Restricted Subsidiaries Subsidiary to, directly or indirectly, consummate make any Asset Disposition unless: unless (1i) BZ Holdings the Company or such Restricted Subsidiary receives consideration (including by way of relief from, or by any other Person assuming sole responsibility for, any liabilities, contingent or otherwise) at the time of such Asset Disposition at least equal to the Fair Market Value (including as to the value of all non-cash consideration) of the shares and assets subject to such Asset Disposition;the (2a) at least 75% of the consideration thereof received by BZ Holdings or such Restricted Subsidiary is in the form of cash or cash equivalents; and (3) an amount equal to 100% of the Net Available Cash from such Asset Disposition is applied by BZ Holdings or such Restricted Subsidiary, as the case may be: (A) to the extent BZ Holdings or such Restricted Subsidiary, as the case may be, elects (or is required by the terms of any Indebtedness), to prepay, repay, redeem or purchase Indebtedness under any Credit Agreement or Indebtedness (other than any Preferred Stock) of a Restricted Subsidiary that is not an Issuer or a Subsidiary Guarantor (in each case other than Indebtedness owed to BZ Holdings or an Affiliate of BZ Holdings) within one year from the later of the date of such Asset Disposition or the receipt of such Net Available Cash; (B) to the extent BZ Holdings or such Restricted Subsidiary, as the case may be, elects, to acquire, make or improve Additional Assets within one year from the later of the date of such Asset Disposition or the receipt of such Net Available Cash; (C) to the extent of the balance of such Net Available Cash after application in accordance with clauses (A) and (B), to make an offer to the Holders of the Notes (and to holders of other Senior Indebtedness of Boise Paper Holdings designated by Boise Paper Holdings) to purchase Notes (and such other Senior Indebtedness of Boise Paper Holdings) pursuant to and subject to the conditions contained in this Indenture; and (D) to enter into binding commitments to take any of the actions described in clauses (A) and (B), and take such actions within one year of entering into such commitment; provided, however, that in connection with any prepayment, repayment or purchase of Indebtedness pursuant to clause (A) or (C) above, BZ Holdings or such Restricted Subsidiary shall permanently retire such Indebtedness and shall cause the related loan commitment (if any) to be permanently reduced in an amount equal to the principal amount so prepaid, repaid or purchased. Notwithstanding the foregoing provisions of this Section 4.06, BZ Holdings and the Restricted Subsidiaries will not be required to apply any Net Available Cash in accordance with this Section 4.06 except to the extent that the aggregate Net Available Cash from all Asset Dispositions which that is not applied in accordance with this covenant Section 4.06(a) exceeds $20.0 15 million. Pending application of Net Available Cash pursuant to this Section 4.06, such Net Available Cash shall be invested in Temporary Cash Investments or applied to temporarily reduce revolving credit Indebtedness. For the purposes of this Section 4.06(a)4.06, the following are deemed to be cash or cash equivalents: cash: (1A) the assumption or discharge of Indebtedness of BZ Holdings the Company (other than obligations in respect of Disqualified Stock of BZ Holdingsthe Company) or any Restricted Subsidiary (other than obligations in respect of Disqualified Stock or Preferred Stock of an Issuer or a Subsidiary Guarantor) and the release of BZ Holdings the Company or such Restricted Subsidiary from all liability on such Indebtedness in connection with such Asset Disposition; Disposition and (2B) securities received by BZ Holdings the Company or any Restricted Subsidiary from the transferee that are promptly converted by BZ Holdings the Company or such Restricted Subsidiary into cash within 180 days after such Asset Disposition, to the extent of the cash received in that conversion; and (3) any Designated Non-cash Consideration received by BZ Holdings or any Restricted Subsidiary in an Asset Disposition having an aggregate Fair Market Value, taken together with all other Designated Non-cash Consideration received pursuant to this clause (3) (unless such Designated Non-cash Consideration has been converted into cash, which cash shall be treated after such conversion as Net Available Cash), not to exceed 7.5% of Consolidated Net Tangible Assets at the time of the receipt of such Designated Non-cash Consideration (with the Fair Market Value of each item of Designated Non-cash Consideration being measured at the time received and without giving effect to subsequent changes in value). (b) In the event of an Asset Disposition that requires the purchase of Notes Securities (and other Senior Indebtedness of Boise Paper HoldingsSubordinated Indebtedness) pursuant to Section 4.06 (a)(3)(C4.06(a)(iii)(3), the Issuers Company shall be required to purchase Notes Securities (and other Senior Subordinated Indebtedness) tendered pursuant to an offer by the Issuers Company for the Notes Securities (and such other Senior Subordinated Indebtedness) (the “"Offer”") at a purchase price of 100% of their principal amount (or, in the event such other Senior Indebtedness of Boise Paper Holdings was issued with original issue discount, 100% of the accreted value with respect thereto) without premium, plus accrued but and unpaid interest to the date of purchase (or, in respect subject to the right of such other Senior Indebtedness Noteholders of Boise Paper Holdings, such lesser price, if any, as may be provided for by record on the terms of such Senior Indebtednessrelevant record date to receive interest due on the relevant interest payment date) in accordance with the procedures (including prorating in the event of oversubscription) set forth in Section 4.06(c). If the aggregate purchase price of the securities tendered exceeds the Net Available Cash allotted to their purchase, the Issuers shall select the securities to be purchased on a pro rata basis but in round denominations, which in the case of the Notes shall be denominations of $1,000 principal amount (subject to the $2,000 minimum denomination) or multiples thereof. If the aggregate purchase price of the securities purchased pursuant to such offer in accordance with this Section 4.06 is less than the Net Available Cash offered therefor, the Issuers may use any such excess Net Available Cash for general corporate purposes or any other purpose, in each case not prohibited by this Indenture. The Issuers shall not be required to make such an Offer to purchase Notes (and other Senior Indebtedness of Boise Paper Holdings) pursuant to this Section 4.06 if the Net Available Cash available therefor is less than $20.0 million (which lesser amount shall be carried forward for purposes of determining whether such an Offer is required with respect to the Net Available Cash from any subsequent Asset Disposition). Upon completion of such an Offer, Net Available Cash shall be deemed to be reduced by the aggregate amount of such Offer (regardless of the amount of Notes tendered in such Offer). (1) Promptly, and in any event within 10 days after the Issuers become obligated to make an Offer, the Issuers shall deliver to the Trustee and send, by first-class mail to each Holder, a written notice stating that the Holder may elect to have his Notes purchased by the Issuers either in whole or in part (subject to prorating as described in Section 4.06(b) in the event the Offer is oversubscribed) in integral multiples of $1,000 of principal amount (subject to the $2,000 minimum denomination), at the applicable purchase price. The notice shall specify a purchase date not less than 30 days nor more than 60 days after the date of such notice (the “Purchase Date”) and shall contain such information concerning the business of BZ Holdings and the Restricted Subsidiaries which the Issuers in good faith believe will enable such Holders to make an informed decision and all instructions and materials necessary to tender Notes pursuant to the Offer, together with the information contained in clause (3). (2) Not later than the date upon which written notice of an Offer is delivered to the Trustee as provided below, the Issuers shall deliver to the Trustee an Officers’ Certificate as to (A) the amount of the Offer (the “Offer Amount”), including information as to any other Senior Indebtedness included in the Offer, (B) the allocation of the Net Available Cash from the Asset Dispositions pursuant to which such Offer is being made and (C) the compliance of such allocation with the provisions of Section 4.06(a) and (b). On such date, the Issuers shall also irrevocably deposit with the Trustee or with a Paying Agent (or, if an Issuer is acting as its own Paying Agent, segregate and hold in trust) in Temporary Cash Investments, maturing on the last day prior to the Purchase Date or on the Purchase Date if funds are immediately available by open of business, an amount equal to the Offer Amount to be held for payment in accordance with the provisions of this Section. If the Offer includes other Senior Indebtedness, the deposit described in the preceding sentence may be made with any other paying agent pursuant to arrangements satisfactory to the Trustee. Upon the expiration of the period for which the Offer remains open (the “Offer Period”), the Issuers shall deliver to the Trustee for cancellation the Notes or portions thereof which have been properly tendered to and are to be accepted by the Issuers. The Trustee shall, on the Purchase Date, mail or deliver payment (or cause the delivery of payment) to each tendering Holder in the amount of the purchase price. In the event that the aggregate purchase price of the Notes delivered by the Issuers to the Trustee is less than the Offer Amount applicable to the Notes, the Trustee shall deliver the excess to the Issuers immediately after the expiration of the Offer Period for application in accordance with this Section 4.06. (3) Holders electing to have a Note purchased shall be required to surrender the Note, with an appropriate form duly completed, to the Issuers at the address specified in the notice at least three Business Days prior to the Purchase Date. Holders shall be entitled to withdraw their election if the Trustee or an Issuer receives not later than one Business Day prior to the Purchase Date, a facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note which was delivered for purchase by the Holder and a statement that such Holder is withdrawing his election to have such Note purchased. Holders whose Notes are purchased only in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered. (4) At the time the Issuers deliver Notes to the Trustee which are to be accepted for purchase, the Issuers shall also deliver an Officers’ Certificate stating that such Notes are to be accepted by the Issuers pursuant to and in accordance with the terms of this Section 4.06. A Note shall be deemed to have been accepted for purchase at the time the Trustee, directly or through an agent, mails or delivers payment therefor to the surrendering Holder. (d) The Issuers will comply, to the extent applicable, with the requirements of Section 14(e) of the Exchange Act and any other securities laws or regulations in connection with the repurchase of Notes pursuant to this Section 4.06. To the extent that the provisions of any securities laws or regulations conflict with provisions of this Section 4.06, the Issuers shall comply with the applicable securities laws and regulations and shall not be deemed to have breached their obligations under this Section 4.06 by virtue of their compliance with such securities laws or regulations.in

Limitation on Sales of Assets and Subsidiary Stock. (a) BZ Holdings The Company shall not, and shall not permit any of its Restricted Subsidiaries Subsidiary to, directly or indirectly, consummate any Asset Disposition unless: unless (1i) BZ Holdings the Company or such Restricted Subsidiary receives consideration at the time of such Asset Disposition at least equal to the Fair Market Value fair market value (including as to the value of all non-cash consideration) ), as determined in good faith by the Board of Directors, of the shares and assets subject to such Asset Disposition; (2) Disposition and at least 75% of the consideration thereof received by BZ Holdings the Company or such Restricted Subsidiary is in the form of cash or cash equivalents; andequivalents (provided that such 75% requirement shall not apply to any Asset Disposition in which the cash or cash equivalents portion of the (3a) an amount equal to 100% of the Net Available Cash from such Asset Disposition is applied by BZ Holdings or such Restricted Subsidiary, as the case may be: (A) to the extent BZ Holdings or such Restricted Subsidiary, as the case may be, elects (or is required by the terms of any Indebtedness), to prepay, repay, redeem or purchase Indebtedness under any Credit Agreement or Indebtedness (other than any Preferred Stock) of a Restricted Subsidiary that is not an Issuer or a Subsidiary Guarantor (in each case other than Indebtedness owed to BZ Holdings or an Affiliate of BZ Holdings) within one year from the later of the date of such Asset Disposition or the receipt of such Net Available Cash; (B) to the extent BZ Holdings or such Restricted Subsidiary, as the case may be, elects, to acquire, make or improve Additional Assets within one year from the later of the date of such Asset Disposition or the receipt of such Net Available Cash; (C) to the extent of the balance of such Net Available Cash after application in accordance with clauses (A) and (B), to make an offer to the Holders of the Notes (and to holders of other Senior Indebtedness of Boise Paper Holdings designated by Boise Paper Holdings) to purchase Notes (and such other Senior Indebtedness of Boise Paper Holdings) pursuant to and subject to the conditions contained in this Indenture; and (D) to enter into binding commitments to take any of the actions described in clauses (A) and (B), and take such actions within one year of entering into such commitment; provided, however, that in connection with any prepayment, repayment or purchase of Indebtedness pursuant to clause (A) or (C) above, BZ Holdings or such Restricted Subsidiary shall permanently retire such Indebtedness and shall cause the related loan commitment (if any) to be permanently reduced in an amount equal to the principal amount so prepaid, repaid or purchased. Notwithstanding the foregoing provisions of this Section 4.06, BZ Holdings and the Restricted Subsidiaries will not be required to apply any Net Available Cash in accordance with this Section 4.06 except to the extent that the aggregate Net Available Cash from all Asset Dispositions which is are not applied in accordance with this covenant Section 4.06(a) exceeds $20.0 10 million. Pending application of Net Available Cash pursuant to this Section 4.064.06(a), such Net Available Cash shall be invested in Temporary Cash Permitted Investments or applied used to temporarily reduce revolving credit Indebtednessloans outstanding under any Revolving Credit Facility. For the purposes of this Section 4.06(a)4.06, the following are deemed to be cash or cash equivalents: : (1x) the assumption or discharge of Indebtedness of BZ Holdings (other than obligations in respect of Disqualified Stock of BZ Holdings) the Company or any Restricted Subsidiary (other than obligations in respect of Disqualified Stock or Preferred Stock of an Issuer or a Subsidiary Guarantor) and the release of BZ Holdings the Company or such Restricted Subsidiary from all liability on such Indebtedness in connection with such Asset Disposition; Disposition (2in which case the Company shall, without further action, be deemed to have applied such assumed Indebtedness in accordance with clause (A) of the preceding paragraph) and (y) securities received by BZ Holdings the Company or any Restricted Subsidiary from the transferee that are promptly converted by BZ Holdings the Company or such Restricted Subsidiary into cash within 180 days after such Asset Disposition, to the extent of the cash received in that conversion; and (3) any Designated Non-cash Consideration received by BZ Holdings or any Restricted Subsidiary in an Asset Disposition having an aggregate Fair Market Value, taken together with all other Designated Non-cash Consideration received pursuant to this clause (3) (unless such Designated Non-cash Consideration has been converted into cash, which cash shall be treated after such conversion as Net Available Cash), not to exceed 7.5% of Consolidated Net Tangible Assets at the time of the receipt of such Designated Non-cash Consideration (with the Fair Market Value of each item of Designated Non-cash Consideration being measured at the time received and without giving effect to subsequent changes in value). (b) In the event of an Asset Disposition that requires the purchase of Notes Securities (and other Senior Indebtedness of Boise Paper HoldingsIndebtedness) pursuant to Section 4.06 (a)(3)(C4.06(a)(ii)(C), the Issuers Company shall be required to purchase Notes Securities tendered pursuant to an offer by the Issuers Company for the Notes Securities (and such other Senior Indebtedness) (the “"Offer”") at a purchase price of 100% of their principal amount Accreted Value (or, in the event such other Senior Indebtedness case of Boise Paper Holdings was issued with original issue discount, the Securities) or 100% of their principal amount, without premium (in the accreted value with respect thereto) without premiumcase of other Senior Indebtedness), plus accrued but unpaid interest (or, in respect of such other Senior Indebtedness of Boise Paper HoldingsIndebtedness, such lesser price, if any, as may be provided for by the terms of such Senior Indebtedness) in accordance with the procedures (including prorating in the event of oversubscription) set forth in Section 4.06(c). If the aggregate purchase price of the securities tendered exceeds the Net Available Cash allotted to their purchase, the Issuers shall select the securities to be purchased on a pro rata basis but in round denominations, which in the case of the Notes shall be denominations of $1,000 principal amount (subject to the $2,000 minimum denomination) or multiples thereof. If the aggregate purchase price of the securities purchased pursuant to such offer in accordance with this Section 4.06 is less than the Net Available Cash offered therefor, the Issuers may use any such excess Net Available Cash for general corporate purposes or any other purpose, in each case not prohibited by this Indenture. The Issuers Company shall not be required to make such an Offer to purchase Notes Securities (and other Senior Indebtedness of Boise Paper HoldingsIndebtedness) pursuant to this Section 4.06 if the Net Available Cash available therefor is less than $20.0 10 million (which lesser amount shall be carried forward for purposes of determining whether such an Offer is required with respect to the Net Available Cash from any subsequent Asset Disposition). Upon completion of such an Offer, Net Available Cash shall be deemed to be reduced by the aggregate amount of such Offer (regardless of the amount of Notes tendered in such Offer). (1) Promptly, and in any event within 10 days after the Issuers become Company becomes obligated to make an Offer, the Issuers Company shall be obligated to deliver to the Trustee and send, by first-class mail to each Holder, a written notice stating that the Holder may elect to have his Notes Securities purchased by the Issuers Company either in whole or in part (subject to prorating as hereinafter described in Section 4.06(b) in the event the Offer is oversubscribed) in integral multiples of $1,000 of principal amount (subject to the $2,000 minimum denomination)at maturity, at the applicable purchase price. The notice shall specify a purchase date not less than 30 days nor more than 60 days after the date of such notice (the “"Purchase Date”") and shall contain such information concerning the business of BZ Holdings and the Restricted Subsidiaries Company which the Issuers Company in good faith believe believes will enable such Holders to make an informed decision (which at a minimum will include (i) the most recently filed Annual Report on Form 10-K (including audited consolidated financial statements) of the Company, the most recent subsequently filed Quarterly Report on Form 10-Q and any Current Report on Form 8-K of the Company filed subsequent to such Quarterly Report, other than Current Reports describing Asset Dispositions otherwise described in the offering materials (or corresponding successor reports), (ii) a description of material developments in the Company's business subsequent to the date of the latest of such Reports, and (iii) if material, appropriate pro forma financial information) and all instructions and materials necessary to tender Notes Securities pursuant to the Offer, together with the information contained in clause (3). (2) Not later than the date upon which written notice of an Offer is delivered to the Trustee as provided belowabove, the Issuers Company shall deliver to the Trustee an Officers’ ' Certificate as to (Ai) the amount of the Offer (the “"Offer Amount”"), including information as to any other Senior Indebtedness included in the Offer, (Bii) the allocation of the Net Available Cash from the Asset Dispositions pursuant to which such Offer is being made and (Ciii) the compliance of such allocation with the provisions of Section 4.06(a) and (b). On such date, the Issuers Company shall also irrevocably deposit with the Trustee or with a Paying Agent paying agent (or, if an Issuer the Company is acting as its own Paying Agentpaying agent, segregate and hold in trust) in Temporary Cash Investments, maturing on the last day prior to the Purchase Date or on the Purchase Date if funds are immediately available by open of business, an amount equal to the Offer Amount to be held for payment in accordance with the provisions of this Section. If the Offer includes other Senior Indebtedness, the deposit described in the preceding sentence may be made with any other paying agent pursuant to arrangements satisfactory to the Trustee. Upon the expiration of the period for which the Offer remains open (the “"Offer Period”"), the Issuers Company shall deliver to the Trustee for cancellation cancelation the Notes Securities or portions thereof which have been properly tendered to and are to be accepted by the IssuersCompany. The Trustee shall, on the Purchase Date, mail or deliver payment (or cause the delivery of payment) to each tendering Holder in the amount of the purchase price. In the event that the aggregate purchase price of the Notes Securities delivered by the Issuers Company to the Trustee is less than the Offer Amount applicable to the NotesSecurities, the Trustee shall deliver the excess to the Issuers Company immediately after the expiration of the Offer Period for application in accordance with and such excess shall no longer be required to be applied pursuant to this Section 4.06Section. (3) Holders electing to have a Note Security purchased shall be required to surrender the NoteSecurity, with an appropriate form duly completed, to the Issuers Company at the address specified in the notice at least three Business Days prior to the Purchase Date. Holders shall be entitled to withdraw their election if the Trustee or an Issuer the Company receives not later than one Business Day prior to the Purchase Date, a telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount at maturity of the Note Security which was delivered for purchase by the Holder and a statement that such Holder is withdrawing his election to have such Note Security purchased. If at the expiration of the Offer Period the aggregate principal amount at maturity of Securities (and any other Senior Indebtedness included in the Offer) surrendered by holders thereof exceeds the Offer Amount, the Company shall select the Securities and the other Senior Subordinated Indebtedness to be purchased on a pro rata basis (with such adjustments as may be deemed appropriate by the Company so that only Securities and the other Senior Subordinated Indebtedness in denominations of $1,000, or integral multiples thereof, shall be purchased). Holders whose Notes Securities are purchased only in part shall be issued new Notes Securities equal in principal amount at maturity to the unpurchased portion of the Notes Securities surrendered. (4) At the time the Issuers deliver Notes Company delivers Securities to the Trustee which are to be accepted for purchase, the Issuers Company shall also deliver an Officers’ ' Certificate stating that such Notes Securities are to be accepted by the Issuers Company pursuant to and in accordance with the terms of this Section 4.06Section. A Note Security shall be deemed to have been accepted for purchase at the time the Trustee, directly or through an agent, mails or delivers payment therefor to the surrendering Holder. (d) The Issuers will Company shall comply, to the extent applicable, with the requirements of Section 14(e) of the Exchange Act and any other securities laws or regulations in connection with the repurchase of Notes Securities pursuant to this Section 4.06Section. To the extent that the provisions of any securities laws or regulations conflict with provisions of this Section 4.06Section, the Issuers Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached their its obligations under this Section 4.06 by virtue of their compliance with such securities laws or regulationsthereof.

Limitation on Sales of Assets and Subsidiary Stock. (a) BZ Holdings The Company and the Guarantors shall not, and shall not permit any of its Restricted their respective Subsidiaries to, in one or a series of related transactions, convey, sell, transfer, assign or otherwise dispose of, directly or indirectly, consummate any of its property, business or assets, including by merger or consolidation (in the case of a Subsidiary of the Company), and including any sale or other transfer or issuance of any Equity Interests of any Subsidiary of the Company, whether by the Company or a Subsidiary of either or through the issuance, sale or transfer of Equity Interests by a Subsidiary of the Company, and including any sale and leaseback transaction (any of the foregoing, an ''Asset Disposition unless:Sale''), unless (l) (1a) BZ Holdings or such Restricted Subsidiary receives consideration at the time Net Cash Proceeds therefrom (the ''Asset Sale Offer Amount'') are applied (i) within 330 days after the date of such Asset Disposition at least equal Sale to the Fair Market Value (including as optional redemption of the Notes in accordance with the terms of this Indenture and other Indebtedness of the Company ranking on a parity with the Notes and with similar provisions requiring the Company to redeem such Indebtedness with the proceeds for asset sales, pro rata in proportion to the value respective principal amounts (or accreted values in the case of all non-cash considerationIndebtedness issued with an original issue discount) of the shares Notes and assets subject to such other Indebtedness then outstanding or (ii) within 360 days after the date of such Asset Disposition; Sale to the repurchase of the Notes and such other Indebtedness on a parity with the Notes and with similar provisions requiring the Company to make an offer to purchase such Indebtedness with the proceeds from asset sales pursuant to a cash offer (subject only to conditions required by applicable law, if any) (pro rata in proportion to the respective principal amounts (or accreted values in the case of Indebtedness issued with an original issue discount) of the Notes and such other Indebtedness then outstanding) (the ''Asset Sale Offer'') at a purchase price of 100% of principal amount (or accreted value in the case of Indebtedness issued with an original issue discount) (the ''Asset Sale Offer Price'') together with accrued and unpaid interest and Liquidated Damages, if any, to the date of payment, made within 330 days of such Asset Sale or (b) within 330 days following such Asset Sale, the Asset Sale Offer Amount is (i) invested (or committed, pursuant to a binding commitment subject only to reasonable, customary closing conditions, to be invested, and in fact is so invested, within an additional 90 days) in assets and property (except in connection with the acquisition of a Guarantor in a Related Business, other than notes, bonds, obligations and securities) or other Permitted Investments pursuant to clause (d) thereof, which in the good faith reasonable judgment of the Board shall immediately constitute or be a part of a Related Business of the Company or such Subsidiary (if it continues to be a Subsidiary) immediately following such transaction or (ii) used to retire Purchase Money Indebtedness or Senior Debt and to permanently reduce (in the case of Senior Debt that is not Purchase Money Indebtedness) the amount of such Indebtedness outstanding on the Issue Date or permitted pursuant to paragraph (b) or (c) of Section 4.11 (including that in the case of a revolver or similar arrangement that makes credit available, such commitment is so permanently reduced by such amount), (2) at least 75% of the consideration thereof received by BZ Holdings for such Asset Sale or such Restricted Subsidiary is in the form series of related Asset Sales consists of cash or cash equivalents; and Cash Equivalents received at the time of such Asset Sale, (3) no Default or Event of Default shall have occurred and be continuing at the time of, or would occur after giving effect, on a pro forma basis, to, such Asset Sale, and (4) the Board of Directors of the Company determines in good faith that the Company or such Subsidiary, as applicable, receives at least fair market value for such Asset Sale. An acquisition of Notes pursuant to an Asset Sale Offer may be deferred until the accumulated Net Cash Proceeds from Asset Sales not applied to the uses set forth in 1(a)(i) or 1(b) above (the ''Excess Proceeds'') exceeds $5.0 million and that each Asset Sale Offer shall remain open for 20 Business Days following its commencement (the ''Asset Sale Offer Period''). Upon expiration of the Asset Sale Offer Period, the Company shall apply the Asset Sale Offer Amount plus an amount equal to 100% of the Net Available Cash from such Asset Disposition is applied by BZ Holdings or such Restricted Subsidiaryaccrued and unpaid interest and Liquidated Damages, as the case may be: (A) if any, to the extent BZ Holdings or such Restricted Subsidiary, as purchase of all Indebtedness properly tendered (on a pro rata basis if the case may be, elects (or Asset Sale Offer Amount is required by the terms of any Indebtedness), to prepay, repay, redeem or purchase Indebtedness under any Credit Agreement or Indebtedness (other than any Preferred Stock) of a Restricted Subsidiary that is not an Issuer or a Subsidiary Guarantor (in each case other than Indebtedness owed to BZ Holdings or an Affiliate of BZ Holdings) within one year from the later of the date of such Asset Disposition or the receipt of such Net Available Cash; (B) to the extent BZ Holdings or such Restricted Subsidiary, as the case may be, elects, to acquire, make or improve Additional Assets within one year from the later of the date of such Asset Disposition or the receipt of such Net Available Cash; (C) to the extent of the balance of such Net Available Cash after application in accordance with clauses (A) and (B), to make an offer to the Holders of the Notes (and to holders of other Senior Indebtedness of Boise Paper Holdings designated by Boise Paper Holdings) insufficient to purchase Notes all Indebtedness so tendered) at the Asset Sale Offer Price (together with accrued interest and such other Senior Indebtedness of Boise Paper Holdings) pursuant to and subject to the conditions contained in this Indenture; and (D) to enter into binding commitments to take any of the actions described in clauses (A) and (B)Liquidated Damages, and take such actions within one year of entering into such commitment; provided, however, that in connection with any prepayment, repayment or purchase of Indebtedness pursuant to clause (A) or (C) above, BZ Holdings or such Restricted Subsidiary shall permanently retire such Indebtedness and shall cause the related loan commitment (if any) to be permanently reduced in an amount equal to the principal amount so prepaid, repaid or purchased). Notwithstanding the foregoing provisions of this Section 4.06, BZ Holdings and the Restricted Subsidiaries will not be required to apply any Net Available Cash in accordance with this Section 4.06 except to To the extent that the aggregate Net Available Cash from all Asset Dispositions which is not applied in accordance with this covenant exceeds $20.0 million. Pending application of Net Available Cash pursuant to this Section 4.06, such Net Available Cash shall be invested in Temporary Cash Investments or applied to temporarily reduce revolving credit Indebtedness. For the purposes of this Section 4.06(a), the following are deemed to be cash or cash equivalents: (1) the assumption or discharge of Indebtedness of BZ Holdings (other than obligations in respect of Disqualified Stock of BZ Holdings) or any Restricted Subsidiary (other than obligations in respect of Disqualified Stock or Preferred Stock of an Issuer or a Subsidiary Guarantor) and the release of BZ Holdings or such Restricted Subsidiary from all liability on such Indebtedness in connection with such Asset Disposition; (2) securities received by BZ Holdings or any Restricted Subsidiary from the transferee that are converted by BZ Holdings or such Restricted Subsidiary into cash within 180 days after such Asset Disposition, to the extent of the cash received in that conversion; and (3) any Designated Non-cash Consideration received by BZ Holdings or any Restricted Subsidiary in an Asset Disposition having an aggregate Fair Market Value, taken together with all other Designated Non-cash Consideration received pursuant to this clause (3) (unless such Designated Non-cash Consideration has been converted into cash, which cash shall be treated after such conversion as Net Available Cash), not to exceed 7.5% of Consolidated Net Tangible Assets at the time of the receipt of such Designated Non-cash Consideration (with the Fair Market Value of each item of Designated Non-cash Consideration being measured at the time received and without giving effect to subsequent changes in value). (b) In the event of an Asset Disposition that requires the purchase amount of Notes (and such other Senior pari passu Indebtedness of Boise Paper Holdings) pursuant to Section 4.06 (a)(3)(C), the Issuers shall purchase Notes tendered pursuant to an offer by the Issuers for the Notes (and such other Senior Indebtedness) (the “Offer”) at a purchase price of 100% of their principal amount (or, in the event such other Senior Indebtedness of Boise Paper Holdings was issued with original issue discount, 100% of the accreted value with respect thereto) without premium, plus accrued but unpaid interest (or, in respect of such other Senior Indebtedness of Boise Paper Holdings, such lesser price, if any, as may be provided for by the terms of such Senior Indebtedness) in accordance with the procedures (including prorating in the event of oversubscription) set forth in Section 4.06(c). If the aggregate purchase price of the securities tendered exceeds the Net Available Cash allotted to their purchase, the Issuers shall select the securities to be purchased on a pro rata basis but in round denominations, which in the case of the Notes shall be denominations of $1,000 principal amount (subject to the $2,000 minimum denomination) or multiples thereof. If the aggregate purchase price of the securities purchased pursuant to such offer in accordance with this Section 4.06 Asset Sale Offer is less than the Net Available Cash offered thereforAsset Sale Offer Amount, the Issuers Company may use any such excess remaining Net Available Cash Proceeds for general corporate purposes or any other purpose, in as otherwise permitted by the Indenture and following each case not prohibited by this Indenture. The Issuers shall not be required to make such an Asset Sale Offer to purchase Notes (and other Senior Indebtedness of Boise Paper Holdings) pursuant to this Section 4.06 if the Net Available Cash available therefor is less than $20.0 million (which lesser Excess Proceeds amount shall be carried forward for reset to zero. For purposes of determining whether such an Offer is required with respect to the Net Available Cash from any subsequent Asset Disposition). Upon completion of such an Offer, Net Available Cash shall be deemed to be reduced by the aggregate amount of such Offer (regardless of the amount of Notes tendered in such Offer). (1) Promptly, and in any event within 10 days after the Issuers become obligated to make an Offer, the Issuers shall deliver to the Trustee and send, by first-class mail to each Holder, a written notice stating that the Holder may elect to have his Notes purchased by the Issuers either in whole or in part (subject to prorating as described in Section 4.06(b) in the event the Offer is oversubscribed) in integral multiples of $1,000 of principal amount (subject to the $2,000 minimum denomination), at the applicable purchase price. The notice shall specify a purchase date not less than 30 days nor more than 60 days after the date of such notice (the “Purchase Date”) and shall contain such information concerning the business of BZ Holdings and the Restricted Subsidiaries which the Issuers in good faith believe will enable such Holders to make an informed decision and all instructions and materials necessary to tender Notes pursuant to the Offer, together with the information contained in clause (3). (2) Not later than above, consideration received means the date upon which written notice of an Offer is delivered to the Trustee as provided below, the Issuers shall deliver to the Trustee an Officers’ Certificate as to (A) total consideration received for such Asset Sales minus the amount of the Offer (the “Offer Amount”), including information as to any other Senior Indebtedness included in the Offerof, (Ba) Purchase Money Indebtedness secured solely by the allocation of the Net Available Cash from the Asset Dispositions pursuant to which such Offer is being made assets sold and (C) the compliance of such allocation with the provisions of Section 4.06(a) assumed by a transferee and (b). On ) property that within 30 days of such dateAsset Sale is converted into cash or Cash Equivalents, the Issuers provided, that, such cash and Cash Equivalents shall also irrevocably deposit with the Trustee or with a Paying Agent (or, if an Issuer is acting be treated as its own Paying Agent, segregate and hold in trust) in Temporary Net Cash Investments, maturing on the last day prior Proceeds attributable to the Purchase Date or on the Purchase Date if funds are immediately available by open of businessoriginal Asset Sale for which such property was received. Notwithstanding, an amount equal to the Offer Amount to be held for payment in accordance with and without complying with, the provisions of this Section. If covenant, (i) the Offer includes other Senior IndebtednessCompany and its Subsidiaries may, the deposit described in the preceding sentence may be made with any ordinary course of business, (1) convey, sell, transfer, assign or otherwise dispose of inventory and other paying agent pursuant to arrangements satisfactory to the Trustee. Upon the expiration of the period assets acquired and held for which the Offer remains open (the “Offer Period”), the Issuers shall deliver to the Trustee for cancellation the Notes or portions thereof which have been properly tendered to and are to be accepted by the Issuers. The Trustee shall, on the Purchase Date, mail or deliver payment (or cause the delivery of payment) to each tendering Holder resale in the amount ordinary course of business and (2) liquidate Cash Equivalents; (ii) the purchase price. In the event that the aggregate purchase price Company and its Subsidiaries may convey, sell, transfer, assign or otherwise dispose of the Notes delivered by the Issuers to the Trustee is less than the Offer Amount applicable to the Notes, the Trustee shall deliver the excess to the Issuers immediately after the expiration of the Offer Period for application in accordance with this Section 4.06. (3) Holders electing to have a Note purchased shall be required to surrender the Note, with an appropriate form duly completed, to the Issuers at the address specified in the notice at least three Business Days prior to the Purchase Date. Holders shall be entitled to withdraw their election if the Trustee or an Issuer receives not later than one Business Day prior to the Purchase Date, a facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note which was delivered for purchase by the Holder and a statement that such Holder is withdrawing his election to have such Note purchased. Holders whose Notes are purchased only in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered. (4) At the time the Issuers deliver Notes to the Trustee which are to be accepted for purchase, the Issuers shall also deliver an Officers’ Certificate stating that such Notes are to be accepted by the Issuers assets pursuant to and in accordance with Section 5.1; (iii) the terms Company and its Subsidiaries may sell or dispose of damaged, worn out or other obsolete property in the ordinary course of business so long as such property is no longer necessary for the proper conduct of the business of the Company or such Subsidiary, as applicable; (iv) the Company and the Guarantors may convey, sell, transfer, assign or otherwise dispose of assets to the Company or any of the Guarantors; (v) the Company and its Subsidiaries, in the ordinary course of business, may convey, sell transfer, assign, or otherwise dispose of assets (or related assets in related transactions) with a fair market value of less than $250,000; (vi) the Company and each of its Subsidiaries may surrender or waive contract rights or settle, release or surrender of contract, tort or other claims of any kind or grant Liens not prohibited by this Indenture; and (vii) the Company may sell accounts receivable and related assets of the type specified in the definition of Qualified Receivables Transaction to a Receivables Subsidiary for the fair market value thereof, but in any case including cash in an amount at least equal to 75% of the book value thereof as determined in accordance with GAAP, and a Receivables Subsidiary may transfer accounts receivable and related assets of the type specified in the definition of Qualified Receivables Transaction (or a fractional undivided interest therein) in a Qualified Receivables Transaction. All Net Cash Proceeds from an Event of Loss relating to a Company facility shall be invested, used for prepayment of Senior Debt or used to repurchase Notes and pari passu debt on a pro rata basis, all within the period and as otherwise provided above in clauses 1(a) or 1(b) of the first paragraph of this Section 4.06covenant. A Note shall be deemed In addition to have been accepted for purchase at the time foregoing and notwithstanding anything herein to the Trusteecontrary, the Company will not, and will not permit any of its Subsidiaries to, directly or through an agent, mails or delivers payment therefor indirectly make any Asset Sale of any of the Equity Interests of any Subsidiary of the Company (other than to the surrendering Holder. (dCompany or a Wholly-Owned Subsidiary Guarantor) The Issuers will complyexcept pursuant to an Asset Sale of all the Equity Interests of such Subsidiary. Any Asset Sale Offer shall be made in compliance with all applicable laws, to the extent rules, and regulations, including, if applicable, with the requirements of Section 14(e) Regulation 14E of the Exchange Act and any the rules and regulations thereunder and all other applicable Federal and state securities laws or regulations in connection with the repurchase of Notes pursuant to this Section 4.06laws. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.06paragraph, compliance by the Issuers shall comply Company or any of its subsidiaries with the applicable securities such laws and regulations and shall not be deemed to have breached their in and of itself cause a breach of its obligations under such covenant. If the payment date in connection with an Asset Sale Offer hereunder is on or after an interest payment Record Date and on or before the associated Interest Payment Date, any accrued and unpaid interest (and Liquidated Damages, if any, due on such Interest Payment Date) will be paid to the person in whose name a Note is registered at the close of business on such Record Date, and such interest (or Liquidated Damages, if applicable) will not be payable to Holders who tender Notes pursuant to such Asset Sale Offer. Notice of an Asset Sale Offer shall be sent, on or prior to the commencement of the Asset Sale Offer, by first-class mail, by the Company to each Holder at its registered address, with a copy to the Trustee. The notice to the Holders shall contain all information, instructions and materials required by applicable law or otherwise material to such Holders' decision to tender Securities pursuant to the Asset Sale Offer. The notice, which (to the extent consistent with this Indenture) shall govern the terms of an Asset Sale Offer, shall state: (1) that the Asset Sale Offer is being made pursuant to such notice and this Section 4.06 by virtue 4.14; (2) the Asset Sale Offer Amount, the Asset Sale Offer Price (including the amount of their compliance with such securities laws or regulations.accrued but unpaid interest (and Liquidated Damages, if any)), and the date of purchase;

Limitation on Sales of Assets and Subsidiary Stock. (a) BZ Holdings shall not, and shall not permit any of its Restricted Subsidiaries Subsidiary to, directly or indirectly, consummate make any Asset Disposition unless: unless (1i) BZ Holdings or such Restricted Subsidiary receives consideration (including by way of relief from, or by any other Person assuming sole responsibility for, any liabilities, contingent or otherwise) at the time of such Asset Disposition at least equal to the Fair Market Value fair market value (including as to the value of all non-cash considerationdetermined in good faith by Holdings) of the shares and assets subject to such Asset Disposition; , (2ii) at least 75% of the consideration thereof received by BZ Holdings or such Restricted Subsidiary is in the form of cash or cash equivalents; and equivalents (3provided that the amount of (w) an amount equal to 100% of the Net Available Cash from such Asset Disposition is applied by BZ Holdings any liabilities (as shown on Holdings' or such Restricted Subsidiary, as 's most recent balance sheet or in the case may be: (Anotes thereto) to the extent BZ of Holdings or such any Restricted Subsidiary, as the case may be, elects (or is required by the terms of any Indebtedness), to prepay, repay, redeem or purchase Indebtedness under any Credit Agreement or Indebtedness Subsidiary (other than liabilities that are by their terms subordinated to the Senior Discount Notes) that are assumed by the transferee of any Preferred Stock) of a Restricted Subsidiary that is not an Issuer or a Subsidiary Guarantor (in each case other than Indebtedness owed such assets without recourse to BZ Holdings or an Affiliate of BZ Holdings) within one year from the later of the date of such Asset Disposition or the receipt of such Net Available Cash; (B) to the extent BZ Holdings or such Restricted Subsidiary, as the case may be, elects, to acquire, make or improve Additional Assets within one year from the later of the date of such Asset Disposition or the receipt of such Net Available Cash; (C) to the extent of the balance of such Net Available Cash after application in accordance with clauses (A) and (B), to make an offer to the Holders of the Notes (and to holders of other Senior Indebtedness of Boise Paper Holdings designated by Boise Paper Holdings) to purchase Notes (and such other Senior Indebtedness of Boise Paper Holdings) pursuant to and subject to the conditions contained in this Indenture; and (D) to enter into binding commitments to take any of the actions described in clauses Restricted Subsidiaries, (Ax) and (B), and take such actions within one year of entering into such commitment; provided, however, that in connection with any prepayment, repayment notes or purchase of Indebtedness pursuant to clause (A) or (C) above, BZ other obligations received by Holdings or such Restricted Subsidiary shall permanently retire from such Indebtedness and shall cause the related loan commitment transferee that are converted by Holdings or such Restricted Subsidiary into cash (if anyto the (a) to be permanently reduced in an amount equal to the principal amount so prepaid, repaid or purchased. Notwithstanding the foregoing provisions of this Section 4.06, BZ Holdings and the Restricted Subsidiaries will not be required to apply any Net Available Cash in accordance with this Section 4.06 except to the extent that the aggregate Net Available Cash from all Asset Dispositions which that is not applied in accordance with this covenant Section 4.06(a) exceeds $20.0 million. Pending application of Net Available Cash pursuant to this Section 4.06, such Net Available Cash shall be invested in Temporary Cash Investments or applied to temporarily reduce revolving credit Indebtedness. For the purposes of this Section 4.06(a), the following are deemed to be cash or cash equivalents: (1) the assumption or discharge of Indebtedness of BZ Holdings (other than obligations in respect of Disqualified Stock of BZ Holdings) or any Restricted Subsidiary (other than obligations in respect of Disqualified Stock or Preferred Stock of an Issuer or a Subsidiary Guarantor) and the release of BZ Holdings or such Restricted Subsidiary from all liability on such Indebtedness in connection with such Asset Disposition; (2) securities received by BZ Holdings or any Restricted Subsidiary from the transferee that are converted by BZ Holdings or such Restricted Subsidiary into cash within 180 days after such Asset Disposition, to the extent of the cash received in that conversion; and (3) any Designated Non-cash Consideration received by BZ Holdings or any Restricted Subsidiary in an Asset Disposition having an aggregate Fair Market Value, taken together with all other Designated Non-cash Consideration received pursuant to this clause (3) (unless such Designated Non-cash Consideration has been converted into cash, which cash shall be treated after such conversion as Net Available Cash), not to exceed 7.5% of Consolidated Net Tangible Assets at the time of the receipt of such Designated Non-cash Consideration (with the Fair Market Value of each item of Designated Non-cash Consideration being measured at the time received and without giving effect to subsequent changes in value). (b) In the event of an Asset Disposition that requires the purchase of Senior Discount Notes (and other Senior Indebtedness of Boise Paper Holdings) pursuant to Section 4.06 (a)(3)(C4.06(a)(iii)(C), the Issuers Holdings shall be required to purchase Senior Discount Notes (and other Senior Indebtedness of Holdings) tendered pursuant to an offer by the Issuers Holdings for the Senior Discount Notes (and such other Senior IndebtednessIndebtedness of Holdings) (the “"Offer”") at a purchase price of 100% of their principal amount (or, in the event such other Senior Indebtedness of Boise Paper Holdings was issued with original issue discount, a) 100% of the accreted value with respect thereto) without premium, Accreted Value thereof at the date of purchase plus accrued but unpaid interest (or, in respect of such other Senior Indebtedness of Boise Paper Holdings, such lesser priceliquidated damages thereon, if any, as may be provided for by to the terms date of such Senior Indebtednesspurchased, if purchased on or prior to June 1, 2003, and (b) 100% of the principal amount thereof plus accrued and unpaid interest and liquidated damages, if any, to the date of purchase, if purchased after June 1, 2003, in each case in accordance with the procedures (including prorating in the event of oversubscription) ), set forth in Section 4.06(c). If the aggregate purchase price of the securities Senior Discount Notes (and other Senior Indebtedness of Holdings) tendered exceeds the Net Available Cash allotted to their purchase, the Issuers shall select the securities to be purchased on a pro rata basis but in round denominations, which in the case of the Notes shall be denominations of $1,000 principal amount (subject pursuant to the $2,000 minimum denomination) or multiples thereof. If the aggregate purchase price of the securities purchased pursuant to such offer in accordance with this Section 4.06 Offer is less than the Net Available Cash offered therefor, allotted to the Issuers may use any such excess Net Available Cash for general corporate purposes or any other purpose, in each case not prohibited by this Indenture. The Issuers shall not be required to make such an Offer to purchase of the Senior Discount Notes (and other Senior Indebtedness of Boise Paper Holdings), Holdings may apply the remaining Net Available Cash for any purpose permitted by the terms of this Indenture. Holdings shall not be required to make an Offer for Senior Discount Notes (and other Senior Indebtedness of Holdings) pursuant to this Section 4.06 if the Net Available Cash available therefor (after application of the proceeds as provided in clauses (A) and (B) of Section 4.06(a)(iii)) is less than $20.0 10.0 million for any particular Asset Disposition (which lesser amount shall be carried forward for purposes of determining whether such an Offer is required with respect to the Net Available Cash from any subsequent Asset Disposition). Upon completion of such an Offer, Net Available Cash shall be deemed to be reduced by the aggregate amount of such Offer (regardless of the amount of Notes tendered in such Offer). (1) Promptly, and in any event within 10 30 days after the Issuers become Holdings becomes obligated to make an Offer, the Issuers Holdings shall be obligated to deliver to the Senior Discount Notes Trustee and send, by first-class mail to each HolderSenior Discount Noteholder, a written notice stating that the Holder Senior Discount Noteholder may elect to have his Senior Discount Notes purchased by the Issuers Holdings either in whole or in part (subject to prorating as hereinafter described in Section 4.06(b) in the event the Offer is oversubscribed) in integral multiples of $1,000 of principal amount (subject to the $2,000 minimum denomination)at maturity, at the applicable purchase price. The notice shall specify a purchase date not less than 30 days nor more than 60 days after the date of such notice (the “"Purchase Date”") and shall contain or incorporate by reference such information concerning the business of BZ Holdings and the Restricted Subsidiaries which the Issuers Holdings in good faith believe believes will enable such Holders Senior Discount Noteholders to make an informed decision and all instructions and materials necessary to tender Senior Discount Notes pursuant to the Offer, together with the information contained address referred to in clause (3). (2) Not later than the date upon which written notice of an Offer is delivered to the Senior Discount Notes Trustee as provided belowabove, the Issuers Holdings shall deliver to the Senior Discount Notes Trustee an Officers’ ' Certificate as to (Ai) the amount of the Offer (the “"Offer Amount”"), including information as to any other Senior Indebtedness included in the Offer, (Bii) the allocation of the Net Available Cash from the Asset Dispositions pursuant to which such Offer is being made and (Ciii) the compliance of such allocation with the provisions of Section 4.06(a) and (b). On such date, the Issuers Holdings shall also irrevocably deposit with the Senior Discount Notes Trustee or with a Paying Agent paying agent (or, if an Issuer Holdings is acting as its own Paying Agentpaying agent, segregate and hold in trust) in Temporary Cash Investments, maturing on the last day prior to the Purchase Date or on the Purchase Date if funds are immediately available by open of business, an amount equal to the Offer Amount to be invested in Temporary Cash Investments and to be held for payment in accordance with the provisions of this Section. If the Offer includes other Senior Indebtedness, the deposit described in the preceding sentence may be made with any other paying agent pursuant to arrangements satisfactory to the Trustee. Upon the expiration of the period for which the Offer remains open (the “"Offer Period”"), the Issuers Holdings shall deliver to the Senior Discount Notes Trustee for cancellation cancelation the Senior Discount Notes or portions thereof which that have been properly tendered to and are to be accepted by the IssuersHoldings. The Senior Discount Notes Trustee (or the Paying Agent, if not the Senior Discount Notes Trustee) shall, on the Purchase Datedate of purchase, mail or deliver payment (or cause the delivery of payment) to each tendering Holder Senior Discount Noteholder in the amount of the purchase price. In the event that the aggregate purchase price of the Senior Discount Notes (and other Senior Indebtedness of Holdings) delivered by the Issuers Holdings to the Senior Discount Notes Trustee is less than the Offer Amount applicable to the NotesSenior Discount Notes (and other Senior Indebtedness of Holdings), the Senior Discount Notes Trustee shall deliver the excess to the Issuers Holdings immediately after the expiration of the Offer Period for application in accordance with this Section 4.06. (3) Holders Senior Discount Noteholders electing to have a Senior Discount Note purchased shall be required to surrender the Senior Discount Note, with an appropriate form duly completed, to the Issuers Holdings at the address specified in the notice at least three Business Days prior to the Purchase Date. Holders Senior Discount Noteholders shall be entitled to withdraw their election if the Senior Discount Notes Trustee or an Issuer Holdings receives not later than one Business Day prior to the Purchase Date, a telegram, telex, facsimile transmission or letter setting forth the name of the HolderSenior Discount Noteholder, the principal amount at maturity of the Senior Discount Note which was delivered by the Senior Discount Noteholder for purchase by the Holder and a statement that such Holder Senior Discount Noteholder is withdrawing his election to have such Senior Discount Note purchased. Holders If at the expiration of the Offer Period the aggregate principal amount (or Accreted Value, if applicable) of Senior Discount Notes and any other Senior Indebtedness of Holdings included in the Offer surrendered by holders thereof exceeds the Offer Amount, Holdings shall select the Senior Discount Notes and other Senior Indebtedness of Holdings to be purchased on a pro rata basis (with such adjustments as may be deemed appropriate by Holdings so that only Senior Discount Notes and other Senior Indebtedness of Holdings in denominations of $1,000 (principal amount at maturity), or integral multiples thereof, shall be purchased). Senior Discount Noteholders whose Senior Discount Notes are purchased only in part shall will be issued new Senior Discount Notes equal in principal amount at maturity to the unpurchased portion of the Senior Discount Notes surrendered. (4) At the time the Issuers deliver Holdings delivers Senior Discount Notes to the Senior Discount Notes Trustee which are to be accepted for purchase, the Issuers Holdings shall also deliver an Officers’ ' Certificate stating that such Senior Discount Notes are to be accepted by the Issuers Holdings pursuant to and in accordance with the terms of this Section 4.06Section. A Senior Discount Note shall be deemed to have been accepted for purchase at the time the Senior Discount Notes Trustee, directly or through an agent, mails or delivers payment therefor to the surrendering HolderSenior Discount Noteholder. (d) The Issuers will Holdings shall comply, to the extent applicable, with the requirements of Section 14(e) of the Exchange Act and any other securities laws or regulations in connection with the repurchase of Senior Discount Notes pursuant to this Section 4.06Section. To the extent that the provisions of any securities laws or regulations conflict with provisions of this Section 4.06Section, the Issuers Holdings shall comply with the applicable securities laws and regulations and shall not be deemed to have breached their its obligations under this Section 4.06 by virtue of their compliance with such securities laws or regulationsthereof.

Limitation on Sales of Assets and Subsidiary Stock. (a) BZ Holdings shall The Issuer will not, and shall will not permit any of its Restricted Subsidiaries to, directly or indirectly, consummate make any Asset Disposition unless: (1) BZ Holdings the Issuer or such Restricted Subsidiary Subsidiary, as the case may be, receives consideration at the time of such Asset Disposition at least equal to the Fair Market Value fair market value (such fair market value to be determined on the date of contractually agreeing to such Asset Disposition), as determined in good faith by the Board of Directors (including as to the value of all non-cash consideration) ), of the shares and assets subject to such Asset Disposition; (2) at least 75% of the consideration thereof received by BZ Holdings the Issuer or such Restricted Subsidiary Subsidiary, as the case may be, from such Asset Disposition is in the form of cash or cash equivalentsCash Equivalents or Additional Assets, or any combination thereof; and (3) except as provided in the next paragraph, an amount equal to 100% of the Net Available Cash from such Asset Disposition is applied applied, within one year from the later of the date of such Asset Disposition or the receipt of such Net Available Cash, by BZ Holdings the Issuer or such Restricted Subsidiary, as the case may be: (Aa) to the extent BZ Holdings the Issuer or such any Restricted Subsidiary, as the case may be, elects (or is required by the terms of any Indebtedness), to prepay, repay, redeem or purchase First-Lien Obligations of the Issuer under the Senior Secured Credit Agreement, any other Indebtedness of the Issuer or a Subsidiary Guarantor that is secured by a Lien permitted to be Incurred under any Credit Agreement this Indenture or Indebtedness (other than any Preferred Disqualified Stock) of a Restricted any Wholly-Owned Subsidiary that is not an Issuer or a Subsidiary Guarantor Guarantor; (b) to invest in each case other Additional Assets; provided that to the extent that the assets disposed of in such Asset Disposition were Collateral, such Additional Assets which would constitute Collateral are pledged as Collateral under the Security Documents with the Lien on such Collateral securing the Notes being of the same priority with respect to the Notes as the Lien on the assets disposed of; or (c) to make a combination of prepayment and investment permitted by the foregoing clauses (a) through (b); provided that pending the final application of any such Net Available Cash in accordance with this Section 4.16, the Issuer and its Restricted Subsidiaries may temporarily reduce Indebtedness or otherwise invest such Net Available Cash in any manner not prohibited by this Indenture. Any Net Available Cash from Asset Dispositions that is not applied or invested as provided in the preceding paragraph will be deemed to constitute “Excess Proceeds.” Not later than Indebtedness owed to BZ Holdings or an Affiliate of BZ Holdings) within the day following the date that is one year from the later of the date of such Asset Disposition or the receipt of such Net Available Cash; , if the aggregate amount of Excess Proceeds exceeds $20.0 million, the Issuer will be required to make an offer (B“Asset Disposition Offer”) to the extent BZ Holdings or such Restricted Subsidiary, as (i) in the case may beof Net Available Cash from dispositions of assets constituting Collateral, electsall Holders of Notes and all holders of Other Second-Lien Obligations if required by the terms thereof, to acquire, make or improve Additional Assets within one year from and (ii) in the later case of the date of such Asset Disposition or the receipt of such other Net Available Cash; (C) to , all Holders of Notes and all holders of other Pari Passu Indebtedness outstanding with similar provisions requiring the extent of the balance of such Net Available Cash after application in accordance with clauses (A) and (B), Issuer to make an offer to purchase such Pari Passu Indebtedness with the Holders proceeds from any Asset Disposition (“Pari Passu Notes”) in each case to purchase the maximum principal amount of Notes and any such Other Second-Lien Obligations or Pari Passu Notes, as applicable, to which the Asset Disposition Offer applies that may be purchased out of the Notes (and to holders of other Senior Indebtedness of Boise Paper Holdings designated by Boise Paper Holdings) to purchase Notes (and such other Senior Indebtedness of Boise Paper Holdings) pursuant to and subject to the conditions contained Excess Proceeds, at an offer price in this Indenture; and (D) to enter into binding commitments to take any of the actions described in clauses (A) and (B), and take such actions within one year of entering into such commitment; provided, however, that in connection with any prepayment, repayment or purchase of Indebtedness pursuant to clause (A) or (C) above, BZ Holdings or such Restricted Subsidiary shall permanently retire such Indebtedness and shall cause the related loan commitment (if any) to be permanently reduced cash in an amount equal to the principal amount so prepaid, repaid or purchased. Notwithstanding the foregoing provisions of this Section 4.06, BZ Holdings and the Restricted Subsidiaries will not be required to apply any Net Available Cash in accordance with this Section 4.06 except to the extent that the aggregate Net Available Cash from all Asset Dispositions which is not applied in accordance with this covenant exceeds $20.0 million. Pending application of Net Available Cash pursuant to this Section 4.06, such Net Available Cash shall be invested in Temporary Cash Investments or applied to temporarily reduce revolving credit Indebtedness. For the purposes of this Section 4.06(a), the following are deemed to be cash or cash equivalents: (1) the assumption or discharge of Indebtedness of BZ Holdings (other than obligations in respect of Disqualified Stock of BZ Holdings) or any Restricted Subsidiary (other than obligations in respect of Disqualified Stock or Preferred Stock of an Issuer or a Subsidiary Guarantor) and the release of BZ Holdings or such Restricted Subsidiary from all liability on such Indebtedness in connection with such Asset Disposition; (2) securities received by BZ Holdings or any Restricted Subsidiary from the transferee that are converted by BZ Holdings or such Restricted Subsidiary into cash within 180 days after such Asset Disposition, to the extent of the cash received in that conversion; and (3) any Designated Non-cash Consideration received by BZ Holdings or any Restricted Subsidiary in an Asset Disposition having an aggregate Fair Market Value, taken together with all other Designated Non-cash Consideration received pursuant to this clause (3) (unless such Designated Non-cash Consideration has been converted into cash, which cash shall be treated after such conversion as Net Available Cash), not to exceed 7.5% of Consolidated Net Tangible Assets at the time of the receipt of such Designated Non-cash Consideration (with the Fair Market Value of each item of Designated Non-cash Consideration being measured at the time received and without giving effect to subsequent changes in value). (b) In the event of an Asset Disposition that requires the purchase of Notes (and other Senior Indebtedness of Boise Paper Holdings) pursuant to Section 4.06 (a)(3)(C), the Issuers shall purchase Notes tendered pursuant to an offer by the Issuers for the Notes (and such other Senior Indebtedness) (the “Offer”) at a purchase price of 100% of their the principal amount (or, in the event such other Senior Pari Passu Indebtedness of Boise Paper Holdings the Issuer was issued with significant original issue discount, 100% of the accreted value with respect theretothereof) without premiumof the Notes and Other Second-Lien Obligations or Pari Passu Notes, as applicable, plus accrued but and unpaid interest (or, or in respect of such other Senior Indebtedness of Boise Paper HoldingsOther Second-Lien Obligations or Pari Passu Indebtedness, as applicable, such lesser price, if any, as may be provided for by the terms of such Senior Indebtedness) to but not including the date of purchase (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date), in accordance with the procedures (including prorating in the event of oversubscription) set forth in Section 4.06(c)this Indenture or the agreements governing the Other Second-Lien Obligations or Pari Passu Notes, as applicable, in each case in minimum principal amount of $2,000 and integral multiples of $1,000 in excess of $2,000. If the aggregate purchase price principal amount of the securities tendered Notes surrendered by holders thereof and Other Second-Lien Obligations or other Pari Passu Notes, as applicable, surrendered by holders or lenders, collectively, exceeds the Net Available Cash allotted to their purchaseamount of Excess Proceeds, the Issuers Trustee shall select the securities Notes to be purchased on a pro rata basis but in round denominations, which in on the case basis of the Notes shall be denominations of $1,000 aggregate principal amount (subject to of tendered Notes and Other Second-Lien Obligations or Pari Passu Notes, as applicable. To the $2,000 minimum denomination) or multiples thereof. If extent that the aggregate purchase price amount of the securities purchased Notes and Other Second-Lien Obligations or Pari Passu Notes, as applicable, so validly tendered and not properly withdrawn pursuant to such offer in accordance with this Section 4.06 an Asset Disposition Offer is less than the Net Available Cash offered thereforExcess Proceeds, the Issuers Issuer may use any such excess Net Available Cash remaining Excess Proceeds for general corporate purposes or any purposes, subject to the other purpose, covenants contained in each case not prohibited by this Indenture. The Issuers shall not be required to make such an Offer to purchase Notes (and other Senior Indebtedness of Boise Paper Holdings) pursuant to this Section 4.06 if the Net Available Cash available therefor is less than $20.0 million (which lesser amount shall be carried forward for purposes of determining whether such an Offer is required with respect to the Net Available Cash from any subsequent Asset Disposition). Upon completion of such an Asset Disposition Offer, Net Available Cash shall be deemed to be reduced by the aggregate amount of such Offer (regardless of the amount of Notes tendered in such Offer). (1) PromptlyExcess Proceeds shall be reset at zero. The Asset Disposition Offer will remain open for a period of 20 Business Days following its commencement, and in any event within 10 days after the Issuers become obligated to make an Offer, the Issuers shall deliver except to the Trustee and send, extent that a longer period is required by first-class mail to each Holder, a written notice stating that the Holder may elect to have his Notes purchased by the Issuers either in whole or in part (subject to prorating as described in Section 4.06(b) in the event the Offer is oversubscribed) in integral multiples of $1,000 of principal amount (subject to the $2,000 minimum denomination), at the applicable purchase price. The notice shall specify a purchase date not less than 30 days nor more than 60 days after the date of such notice law (the “Asset Disposition Offer Period”). No later than five Business Days after the termination of the Asset Disposition Offer Period (the “Asset Disposition Purchase Date”), the Issuer will purchase the principal amount of Notes and Other Second-Lien Obligations or Pari Passu Notes, as applicable, required to be purchased pursuant to this Section 4.16 (the “Asset Disposition Offer Amount”) or, if less than the Asset Disposition Offer Amount has been so validly tendered, all Notes and shall contain Other Second-Lien Obligations or Pari Passu Notes, as applicable, validly tendered in response to the Asset Disposition Offer. If the Asset Disposition Purchase Date is on or after an interest record date and on or before the related interest payment date, any accrued and unpaid interest will be paid to the Person in whose name a Note is registered at the close of business on such information concerning the business of BZ Holdings record date, and the Restricted Subsidiaries which the Issuers in good faith believe no further interest will enable such Holders be payable to make an informed decision and all instructions and materials necessary to holders who tender Notes pursuant to the Asset Disposition Offer. On or before the Asset Disposition Purchase Date, the Issuer will, to the extent lawful, accept for payment, on a pro rata basis to the extent necessary, the Asset Disposition Offer Amount of Notes and Pari Passu Notes or portions of Notes and Pari Passu Notes so validly tendered pursuant to the Asset Disposition Offer, together with the information contained in clause (3). (2) Not later or if less than the date upon which written notice of an Asset Disposition Offer is delivered to the Trustee as provided belowAmount has been validly tendered, the Issuers shall all Notes and Pari Passu Notes so validly tendered. The Issuer will deliver to the Trustee an Officers’ Certificate as to (A) the amount of the Offer (the “Offer Amount”), including information as to any other Senior Indebtedness included in the Offer, (B) the allocation of the Net Available Cash from the Asset Dispositions pursuant to which such Offer is being made and (C) the compliance of such allocation with the provisions of Section 4.06(a) and (b). On such date, the Issuers shall also irrevocably deposit with the Trustee or with a Paying Agent (or, if an Issuer is acting as its own Paying Agent, segregate and hold in trust) in Temporary Cash Investments, maturing on the last day prior to the Purchase Date or on the Purchase Date if funds are immediately available by open of business, an amount equal to the Offer Amount to be held for payment in accordance with the provisions of this Section. If the Offer includes other Senior Indebtedness, the deposit described in the preceding sentence may be made with any other paying agent pursuant to arrangements satisfactory to the Trustee. Upon the expiration of the period for which the Offer remains open (the “Offer Period”), the Issuers shall deliver to the Trustee for cancellation the Notes or portions thereof which have been properly tendered to and are to be accepted by the Issuers. The Trustee shall, on the Purchase Date, mail or deliver payment (or cause the delivery of payment) to each tendering Holder in the amount of the purchase price. In the event that the aggregate purchase price of the Notes delivered by the Issuers to the Trustee is less than the Offer Amount applicable to the Notes, the Trustee shall deliver the excess to the Issuers immediately after the expiration of the Offer Period for application in accordance with this Section 4.06. (3) Holders electing to have a Note purchased shall be required to surrender the Note, with an appropriate form duly completed, to the Issuers at the address specified in the notice at least three Business Days prior to the Purchase Date. Holders shall be entitled to withdraw their election if the Trustee or an Issuer receives not later than one Business Day prior to the Purchase Date, a facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note which was delivered for purchase by the Holder and a statement that such Holder is withdrawing his election to have such Note purchased. Holders whose Notes are purchased only in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered. (4) At the time the Issuers deliver Notes to the Trustee which are to be accepted for purchase, the Issuers shall also deliver an Officers’ Officer’s Certificate stating that such Notes are to be or portions thereof were accepted for payment by the Issuers pursuant to and Issuer in accordance with the terms of this Section 4.064.16 and, in addition, the Issuer will deliver all certificates and notes required, if any, by the agreements governing the Pari Passu Notes. A Note shall be deemed The Issuer or the paying agent, as the case may be, will promptly (but in any case not later than five Business Days after the termination of the Asset Disposition Offer Period) mail or deliver to have been each tendering Holder or holder or lender of Pari Passu Notes, as the case may be, an amount equal to the purchase price of the Notes or Pari Passu Notes so validly tendered by such holder or lender, as the case may be, and accepted by the Issuer for purchase at purchase, and the time Issuer will promptly issue a new Note, and the Trustee, directly upon delivery of an Authentication Order in accordance with Section 2.2 hereof, will authenticate and mail or through an agentdeliver such new Note to such Holder, mails in a principal amount equal to any unpurchased portion of the Note surrendered. In addition, the Issuer will take any and all other actions required by the agreements governing the Pari Passu Notes. Any Note not so accepted will be promptly mailed or delivers payment therefor delivered by the Issuer to the surrendering Holder. (d) Holder thereof. The Issuers Issuer will publicly announce the results of the Asset Disposition Offer on the Asset Disposition Purchase Date. The Issuer will comply, to the extent applicable, with the requirements of Section 14(e) Rule 14e-1 of the Exchange Act and any other securities laws or regulations in connection with the repurchase of Notes pursuant to this Section 4.06Indenture. To the extent that the provisions of any securities laws or regulations conflict with provisions of this Section 4.064.16, the Issuers shall Issuer will comply with the applicable securities laws and regulations and shall will not be deemed to have breached their its obligations under this Section 4.06 Indenture by virtue of their its compliance with such securities laws or regulations. For the purposes of clause (2) of the first paragraph of this Section 4.16, the following will be deemed to be cash or Cash Equivalents: (1) the assumption by the transferee of Indebtedness (other than Unsecured Indebtedness or Disqualified Stock) of the Issuer or Indebtedness of a Restricted Subsidiary (other than Unsecured Indebtedness or Disqualified Stock of any Restricted Subsidiary that is a Subsidiary Guarantor) and the release of the Issuer or such Restricted Subsidiary from all liability on such Indebtedness in connection with such Asset Disposition (or in lieu of such a release, the agreement of the acquirer or its parent company to indemnify and hold the Issuer or such Restricted Subsidiary harmless from and against any loss, liability or cost in respect of such assumed Indebtedness; provided, however, that such indemnity is (i) from an indemnifying party (or its long term debt securities) with an Investment Grade Rating (with no indication of a negative outlook or credit watch with negative implications, in any case, that contemplates such indemnifying party (or its long term debt securities) failing to have an Investment Grade Rating or (ii) accompanied by the posting of a letter of credit (issued by a commercial bank that has an Investment Grade Rating) in favor of the Issuer or such Restricted Subsidiary for the full amount of the liability and for so long as the liability remains outstanding, in which case the Issuer will, without further action, be deemed to have applied such deemed cash to Indebtedness in accordance with clause (3)(a) of the first paragraph of this Section 4.16; and (2) securities, notes or other obligations received by the Issuer or any Restricted Subsidiary from the transferee that are converted by the Issuer or such Restricted Subsidiary into cash within 90 days after receipt thereof. Notwithstanding the foregoing, the 75% limitation referred to in clause (2) of the first paragraph of this Section 4.16 shall be deemed satisfied with respect to any Asset Disposition in which the cash or Cash Equivalents portion of the consideration received therefrom, determined in accordance with the foregoing provision on an after-tax basis, is equal to or greater than what the after-tax proceeds would have been had such Asset Disposition complied with the aforementioned 75% limitation. The requirement of clause (3)(b) of the first paragraph of this Section 4.16 above shall be deemed to be satisfied if an agreement (including a lease, whether a capital lease or an operating lease) committing to make the acquisitions or expenditures referred to therein is entered into by the Issuer or its Restricted Subsidiary within the specified time period and such Net Available Cash is subsequently applied in accordance with such agreement within six months following such agreement.

Limitation on Sales of Assets and Subsidiary Stock. (a) BZ Holdings shall will not, and shall will not permit any of its the Restricted Subsidiaries to, directly or indirectly, consummate make any Asset Disposition unless: (1i) BZ Holdings or such Restricted Subsidiary Subsidiary, as the case may be, receives consideration at the time of such Asset Disposition at least equal to the Fair Market Value fair market value (such fair market value to be determined on the date of contractually agreeing to such Asset Disposition), as determined in good faith by the Board of Directors (including as to the value of all non-cash noncash consideration) ), of the shares and assets subject to such Asset Disposition; (2ii) at least 75% of the consideration thereof received by BZ Holdings or such Restricted Subsidiary Subsidiary, as the case may be, from such Asset Disposition is in the form of cash or cash equivalentsCash Equivalents or Additional Assets, or any combination thereof; and (3iii) except as provided in paragraph (b) below, an amount equal to 100% of the Net Available Cash from such Asset Disposition is applied applied, within 18 months from the later of the date of such Asset Disposition or the receipt of such Net Available Cash, by BZ Holdings or such Restricted Subsidiary, as the case may be: (A) to the extent BZ Holdings or such any Restricted Subsidiary, as the case may be, elects (or is required by the terms of any Indebtedness), to prepay, repay, redeem or purchase Indebtedness of Holdings or the Restricted Subsidiaries under the Senior Secured Credit Agreement, any Credit Agreement other Indebtedness of Holdings, an Issuer or a Subsidiary Guarantor that is secured by a Lien permitted to be Incurred under the Indenture or Indebtedness (other than any Preferred Disqualified Stock) of a Restricted any Wholly-Owned Subsidiary that is not an Issuer or a Subsidiary Guarantor (in each case other than Indebtedness owed to BZ Holdings or an Affiliate of BZ Holdings) within one year from the later of the date of such Asset Disposition or the receipt of such Net Available Cash; (B) to the extent BZ Holdings or such Restricted Subsidiary, as the case may be, elects, to acquire, make or improve Additional Assets within one year from the later of the date of such Asset Disposition or the receipt of such Net Available Cash; (C) to the extent of the balance of such Net Available Cash after application in accordance with clauses (A) and (B), to make an offer to the Holders of the Notes (and to holders of other Senior Indebtedness of Boise Paper Holdings designated by Boise Paper Holdings) to purchase Notes (and such other Senior Indebtedness of Boise Paper Holdings) pursuant to and subject to the conditions contained in this Indenture; and (D) to enter into binding commitments to take any of the actions described in clauses (A) and (B), and take such actions within one year of entering into such commitmentGuarantor; provided, however, that that, in connection with any prepayment, repayment repayment, redemption or purchase of Indebtedness pursuant to this clause (A) or (C) above), BZ Holdings or such Restricted Subsidiary shall permanently will retire such Indebtedness and shall will cause the related loan commitment (if any) to be permanently reduced in an amount equal to the principal amount so prepaid, repaid or purchased. Notwithstanding ; or (B) to invest in Additional Assets; provided that pending the foregoing provisions final application of this Section 4.06, BZ Holdings and the Restricted Subsidiaries will not be required to apply any such Net Available Cash in accordance with this Section 4.06 except to 4.09 and 4.07, Holdings and the extent that the aggregate Net Available Cash from all Asset Dispositions which is not applied in accordance with this covenant exceeds $20.0 million. Pending application of Net Available Cash pursuant to this Section 4.06, Restricted Subsidiaries may temporarily reduce Indebtedness or otherwise invest such Net Available Cash in any manner not prohibited by the Indenture, but such proceeds shall be invested in Temporary not constitute Available Cash Investments or applied prior to temporarily reduce revolving credit Indebtedness. For the purposes of this Section 4.06(a), the following are deemed to be cash or cash equivalents: (1) the assumption or discharge of Indebtedness of BZ Holdings (other than obligations in respect of Disqualified Stock of BZ Holdings) or any Restricted Subsidiary (other than obligations in respect of Disqualified Stock or Preferred Stock of an Issuer or a Subsidiary Guarantor) and the release of BZ Holdings or such Restricted Subsidiary from all liability on such Indebtedness in connection with such Asset Disposition; (2) securities received by BZ Holdings or any Restricted Subsidiary from the transferee that are converted by BZ Holdings or such Restricted Subsidiary into cash within 180 days after such Asset Disposition, to the extent of the cash received in that conversion; and (3) any Designated Non-cash Consideration received by BZ Holdings or any Restricted Subsidiary in an Asset Disposition having an aggregate Fair Market Value, taken together with all other Designated Non-cash Consideration received pursuant to this clause (3) (unless such Designated Non-cash Consideration has been converted into cash, which cash shall be treated after such conversion as Net Available Cash), not to exceed 7.5% of Consolidated Net Tangible Assets at the time of the receipt of such Designated Non-cash Consideration (with the Fair Market Value of each item of Designated Non-cash Consideration being measured at the time received and without giving effect to subsequent changes in value)final application. (b) In Any Net Available Cash from Asset Dispositions that is not applied or invested as provided in paragraph (a) above together with any Net Available Cash from Asset Dispositions made since the event Original Issue Date and before the Issue Date that has not been applied or invested as provided in such similar provisions of an the Existing Notes Indenture will be deemed to constitute “Excess Proceeds.” Not later than the day following the date that is 18 months from the later of the date of such Asset Disposition that requires or the purchase receipt of Notes (and other Senior Indebtedness such Net Available Cash, if the aggregate amount of Boise Paper Holdings) pursuant to Section 4.06 (a)(3)(C)Excess Proceeds exceeds $20.0 million, the Issuers shall purchase Notes tendered pursuant will be required to make an offer by the Issuers for the Notes (and such other Senior Indebtedness) (the “Asset Disposition Offer”) to all holders of Notes and to the extent required by the terms of other Pari Passu Indebtedness, to all holders of other Pari Passu Indebtedness outstanding with similar provisions requiring Holdings or a Restricted Subsidiary to make an offer to purchase such Pari Passu Indebtedness with the proceeds from any Asset Disposition (“Pari Passu Notes”), to purchase the maximum principal amount of Notes and any such Pari Passu Notes to which the Asset Disposition Offer applies that may be purchased out of the Excess Proceeds, at a purchase an offer price of in cash in an amount equal to 100% of their the principal amount (or, in the event such other Senior Pari Passu Indebtedness of Boise Paper Holdings or a Restricted Subsidiary was issued with significant original issue discount, 100% of the accreted value with respect theretothereof) without premium, of the Notes and Pari Passu Notes plus accrued but and unpaid interest (or, or in respect of such other Senior Indebtedness of Boise Paper HoldingsPari Passu Indebtedness, such lesser price, if any, as may be provided for by the terms of such Senior Indebtedness) ), to the date of purchase (subject to the right of holders of record on the relevant record date to receive interest due on the relevant Interest Payment Date), in accordance with the procedures (including prorating in the event of oversubscription) set forth in Section 4.06(c)the Indenture or the agreements governing the Pari Passu Notes, as applicable, in each case in minimum principal amount of $2,000 and integral multiples of $1,000 in excess of $2,000. If the aggregate purchase price principal amount of the securities tendered Notes surrendered by holders thereof and other Pari Passu Notes surrendered by holders or lenders, collectively, exceeds the Net Available Cash allotted to their purchaseamount of Excess Proceeds, the Issuers Trustee shall select the securities Notes to be purchased on a pro rata basis but in round denominations, which in on the case basis of the Notes shall be denominations of $1,000 aggregate principal amount (subject to of tendered Notes and Pari Passu Notes. To the $2,000 minimum denomination) or multiples thereof. If extent that the aggregate purchase price amount of the securities purchased Notes and Pari Passu Notes so validly tendered and not properly withdrawn pursuant to such offer in accordance with this Section 4.06 an Asset Disposition Offer is less than the Net Available Cash offered thereforExcess Proceeds, the Issuers may use any such excess Net Available Cash remaining Excess Proceeds for general corporate purposes or any other purposecompany purposes, in each case not prohibited by this Indenture. The Issuers shall not be required to make such an Offer to purchase Notes (and other Senior Indebtedness of Boise Paper Holdings) pursuant to this Section 4.06 if the Net Available Cash available therefor is less than $20.0 million (which lesser amount shall be carried forward for purposes of determining whether such an Offer is required with respect subject to the Net Available Cash from any subsequent Asset Disposition)other covenants contained in the Indenture. Upon completion of such an Asset Disposition Offer, Net Available Cash shall be deemed to be reduced by the aggregate amount of such Offer (regardless of the amount of Notes tendered in such Offer)Excess Proceeds shall be reset at zero. (1c) Promptly, and in any event within 10 days after the Issuers become obligated to make an Offer, the Issuers shall deliver to the Trustee and send, by first-class mail to each Holder, a written notice stating that the Holder may elect to have his Notes purchased by the Issuers either in whole or in part (subject to prorating as described in Section 4.06(b) in the event the Offer is oversubscribed) in integral multiples of $1,000 of principal amount (subject to the $2,000 minimum denomination), at the applicable purchase price. The notice shall specify a purchase date not less than 30 days nor more than 60 days after the date of such notice (the “Purchase Date”) and shall contain such information concerning the business of BZ Holdings and the Restricted Subsidiaries which the Issuers in good faith believe will enable such Holders to make an informed decision and all instructions and materials necessary to tender Notes pursuant to the Offer, together with the information contained in clause (3). (2) Not later than the date upon which written notice of an Offer is delivered to the Trustee as provided below, the Issuers shall deliver to the Trustee an Officers’ Certificate as to (A) the amount of the Offer (the “Offer Amount”), including information as to any other Senior Indebtedness included in the Offer, (B) the allocation of the Net Available Cash from the Asset Dispositions pursuant to which such Offer is being made and (C) the compliance of such allocation with the provisions of Section 4.06(a) and (b). On such date, the Issuers shall also irrevocably deposit with the Trustee or with a Paying Agent (or, if an Issuer is acting as its own Paying Agent, segregate and hold in trust) in Temporary Cash Investments, maturing on the last day prior to the Purchase Date or on the Purchase Date if funds are immediately available by open of business, an amount equal to the Offer Amount to be held for payment in accordance with the provisions of this Section. If the Offer includes other Senior Indebtedness, the deposit described in the preceding sentence may be made with any other paying agent pursuant to arrangements satisfactory to the Trustee. Upon the expiration of the period for which the Offer remains open (the “Offer Period”), the Issuers shall deliver to the Trustee for cancellation the Notes or portions thereof which have been properly tendered to and are to be accepted by the Issuers. The Trustee shall, on the Purchase Date, mail or deliver payment (or cause the delivery of payment) to each tendering Holder in the amount of the purchase price. In the event that the aggregate purchase price of the Notes delivered by the Issuers to the Trustee is less than the Offer Amount applicable to the Notes, the Trustee shall deliver the excess to the Issuers immediately after the expiration of the Offer Period for application in accordance with this Section 4.06. (3) Holders electing to have a Note purchased shall be required to surrender the Note, with an appropriate form duly completed, to the Issuers at the address specified in the notice at least three Business Days prior to the Purchase Date. Holders shall be entitled to withdraw their election if the Trustee or an Issuer receives not later than one Business Day prior to the Purchase Date, a facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note which was delivered for purchase by the Holder and a statement that such Holder is withdrawing his election to have such Note purchased. Holders whose Notes are purchased only in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered. (4) At the time the Issuers deliver Notes to the Trustee which are to be accepted for purchase, the Issuers shall also deliver an Officers’ Certificate stating that such Notes are to be accepted by the Issuers pursuant to and in accordance with the terms of this Section 4.06. A Note shall be deemed to have been accepted for purchase at the time the Trustee, directly or through an agent, mails or delivers payment therefor to the surrendering Holder[Reserved]. (d) [Reserved]. (e) [Reserved]. (f) The Issuers will shall comply, to the extent applicable, with the requirements of Section 14(e) Rule 14e-1 of the Exchange Act and any other securities laws or regulations in connection with the repurchase of Notes pursuant to this Section 4.06the Indenture. To the extent that the provisions of any securities laws or regulations conflict with provisions of this Section 4.06covenant, the Issuers shall comply with the applicable securities laws and regulations and shall not be deemed to have breached their obligations under this Section 4.06 the Indenture by virtue of their compliance with such securities laws or regulations. (g) For the purposes of Section 5.07(a)(ii), the following will be deemed to be cash: (1) the assumption by the transferee of Indebtedness (other than Subordinated Obligations or Disqualified Stock) of the Company or Indebtedness of Holdings or a Restricted Subsidiary of the Company (other than Subordinated Obligations or Disqualified Stock of the Company, Guarantor Subordinated Obligations or Disqualified Stock of any Guarantor) and the release of Holdings or such Restricted Subsidiary from all liability on such Indebtedness in connection with such Asset Disposition (or in lieu of such a release, the agreement of the acquirer or its parent company to indemnify and hold Holdings or such Restricted Subsidiary harmless from and against any loss, liability or cost in respect of such assumed Indebtedness; provided, however, that such indemnifying party (or its long term debt securities) shall have an Investment Grade Rating (with no indication of a negative outlook or credit watch with negative implications, in any case, that contemplates such indemnifying party (or its long term debt securities) failing to have an Investment Grade Rating), in which case Holdings will, without further action, be deemed to have applied such deemed cash to Indebtedness in accordance with Section 5.07(a)(iii)(A); and (2) securities, notes or other obligations received by Holdings or any Restricted Subsidiary from the transferee that are converted by Holdings or such Restricted Subsidiary into cash within 180 days after receipt thereof. Notwithstanding the foregoing, the 75% limitation referred to in Section 5.07(a)(ii) shall be deemed satisfied with respect to any Asset Disposition in which the cash or Cash Equivalents portion of the consideration received therefrom, determined in accordance with the foregoing provision on an after-tax basis, is equal to or greater than what the after-tax proceeds would have been had such Asset Disposition complied with the aforementioned 75% limitation. (h) The requirement of Section 5.07(a)(iii)(B) shall be deemed to be satisfied if an agreement (including a lease, whether a capital lease or an operating lease) committing to make the acquisitions or expenditures referred to therein is entered into by Holdings or the Restricted Subsidiary within the specified time period and such Net Available Cash is subsequently applied in accordance with such agreement within six months following such agreement.

Limitation on Sales of Assets and Subsidiary Stock. (a) BZ Holdings shall will not, and shall will not permit any of its the Restricted Subsidiaries to, directly or indirectly, consummate make any Asset Disposition unless: (1i) BZ Holdings or such Restricted Subsidiary Subsidiary, as the case may be, receives consideration at the time of such Asset Disposition at least equal to the Fair Market Value fair market value (such fair market value to be determined on the date of contractually agreeing to such Asset Disposition), as determined in good faith by the Board of Directors (including as to the value of all non-cash noncash consideration) ), of the shares and assets subject to such Asset Disposition; (2ii) at least 75% of the consideration thereof received by BZ Holdings or such Restricted Subsidiary Subsidiary, as the case may be, from such Asset Disposition is in the form of cash or cash equivalentsCash Equivalents or Additional Assets, or any combination thereof; and (3iii) except as provided in paragraph (b) below, an amount equal to 100% of the Net Available Cash from such Asset Disposition is applied applied, within 18 months from the later of the date of such Asset Disposition or the receipt of such Net Available Cash, by BZ Holdings or such Restricted Subsidiary, as the case may be: (A) to the extent BZ Holdings or such any Restricted Subsidiary, as the case may be, elects (or is required by the terms of any Indebtedness), to prepay, repay, redeem or purchase Indebtedness of Holdings or the Restricted Subsidiaries under the Senior Secured Credit Agreement, any Credit Agreement other Indebtedness of Holdings, an Issuer or a Subsidiary Guarantor that is secured by a Lien permitted to be Incurred under this Indenture or Indebtedness (other than any Preferred Disqualified Stock) of a Restricted any Wholly-Owned Subsidiary that is not an Issuer or a Subsidiary Guarantor (in each case other than Indebtedness owed to BZ Holdings or an Affiliate of BZ Holdings) within one year from the later of the date of such Asset Disposition or the receipt of such Net Available Cash; (B) to the extent BZ Holdings or such Restricted Subsidiary, as the case may be, elects, to acquire, make or improve Additional Assets within one year from the later of the date of such Asset Disposition or the receipt of such Net Available Cash; (C) to the extent of the balance of such Net Available Cash after application in accordance with clauses (A) and (B), to make an offer to the Holders of the Notes (and to holders of other Senior Indebtedness of Boise Paper Holdings designated by Boise Paper Holdings) to purchase Notes (and such other Senior Indebtedness of Boise Paper Holdings) pursuant to and subject to the conditions contained in this Indenture; and (D) to enter into binding commitments to take any of the actions described in clauses (A) and (B), and take such actions within one year of entering into such commitmentGuarantor; provided, however, that that, in connection with any prepayment, repayment repayment, redemption or purchase of Indebtedness pursuant to this clause (A) or (C) above), BZ Holdings or such Restricted Subsidiary shall permanently will retire such Indebtedness and shall will cause the related loan commitment (if any) to be permanently reduced in an amount equal to the principal amount so prepaid, repaid or purchased. Notwithstanding ; or (B) to invest in Additional Assets; provided that pending the foregoing provisions final application of this Section 4.06, BZ Holdings and the Restricted Subsidiaries will not be required to apply any such Net Available Cash in accordance with this Section 4.06 except to 3.09 and 4.07, Holdings and the extent that the aggregate Net Available Cash from all Asset Dispositions which is not applied in accordance with this covenant exceeds $20.0 million. Pending application of Net Available Cash pursuant to this Section 4.06, Restricted Subsidiaries may temporarily reduce Indebtedness or otherwise invest such Net Available Cash in any manner not prohibited by this Indenture, but such proceeds shall be invested in Temporary not constitute Available Cash Investments or applied prior to temporarily reduce revolving credit Indebtedness. For the purposes of this Section 4.06(a), the following are deemed to be cash or cash equivalents: (1) the assumption or discharge of Indebtedness of BZ Holdings (other than obligations in respect of Disqualified Stock of BZ Holdings) or any Restricted Subsidiary (other than obligations in respect of Disqualified Stock or Preferred Stock of an Issuer or a Subsidiary Guarantor) and the release of BZ Holdings or such Restricted Subsidiary from all liability on such Indebtedness in connection with such Asset Disposition; (2) securities received by BZ Holdings or any Restricted Subsidiary from the transferee that are converted by BZ Holdings or such Restricted Subsidiary into cash within 180 days after such Asset Disposition, to the extent of the cash received in that conversion; and (3) any Designated Non-cash Consideration received by BZ Holdings or any Restricted Subsidiary in an Asset Disposition having an aggregate Fair Market Value, taken together with all other Designated Non-cash Consideration received pursuant to this clause (3) (unless such Designated Non-cash Consideration has been converted into cash, which cash shall be treated after such conversion as Net Available Cash), not to exceed 7.5% of Consolidated Net Tangible Assets at the time of the receipt of such Designated Non-cash Consideration (with the Fair Market Value of each item of Designated Non-cash Consideration being measured at the time received and without giving effect to subsequent changes in value)final application. (b) In Any Net Available Cash from Asset Dispositions that is not applied or invested as provided in paragraph (a) above will be deemed to constitute “Excess Proceeds.” Not later than the event day following the date that is 18 months from the later of an the date of such Asset Disposition that requires or the purchase receipt of Notes (and other Senior Indebtedness such Net Available Cash, if the aggregate amount of Boise Paper Holdings) pursuant to Section 4.06 (a)(3)(C)Excess Proceeds exceeds $20.0 million, the Issuers shall purchase Notes tendered pursuant will be required to make an offer by the Issuers for the Notes (and such other Senior Indebtedness) (the “Asset Disposition Offer”) to all holders of Notes and to the extent required by the terms of other Pari Passu Indebtedness, to all holders of other Pari Passu Indebtedness outstanding with similar provisions requiring Holdings or a Restricted Subsidiary to make an offer to purchase such Pari Passu Indebtedness with the proceeds from any Asset Disposition (“Pari Passu Notes”), to purchase the maximum principal amount of Notes and any such Pari Passu Notes to which the Asset Disposition Offer applies that may be purchased out of the Excess Proceeds, at a purchase an offer price of in cash in an amount equal to 100% of their the principal amount (or, in the event such other Senior Pari Passu Indebtedness of Boise Paper Holdings or a Restricted Subsidiary was issued with significant original issue discount, 100% of the accreted value with respect theretothereof) without premium, of the Notes and Pari Passu Notes plus accrued but and unpaid interest and liquidated damages, if any (or, or in respect of such other Senior Indebtedness of Boise Paper HoldingsPari Passu Indebtedness, such lesser price, if any, as may be provided for by the terms of such Senior Indebtedness) ), to the date of purchase (subject to the right of holders of record on the relevant record date to receive interest due on the relevant Interest Payment Date), in accordance with the procedures (including prorating in the event of oversubscription) set forth in Section 4.06(c)this Indenture or the agreements governing the Pari Passu Notes, as applicable, in each case in minimum principal amount of $2,000 and integral multiples of $1,000 in excess of $2,000. If the aggregate purchase price principal amount of the securities tendered Notes surrendered by holders thereof and other Pari Passu Notes surrendered by holders or lenders, collectively, exceeds the Net Available Cash allotted to their purchaseamount of Excess Proceeds, the Issuers Trustee shall select the securities Notes to be purchased on a pro rata basis but in round denominations, which in on the case basis of the Notes shall be denominations of $1,000 aggregate principal amount (subject to of tendered Notes and Pari Passu Notes. To the $2,000 minimum denomination) or multiples thereof. If extent that the aggregate purchase price amount of the securities purchased Notes and Pari Passu Notes so validly tendered and not properly withdrawn pursuant to such offer in accordance with this Section 4.06 an Asset Disposition Offer is less than the Net Available Cash offered thereforExcess Proceeds, the Issuers may use any such excess Net Available Cash remaining Excess Proceeds for general corporate purposes or any company purposes, subject to the other purpose, covenants contained in each case not prohibited by this Indenture. The Issuers shall not be required to make such an Offer to purchase Notes (and other Senior Indebtedness of Boise Paper Holdings) pursuant to this Section 4.06 if the Net Available Cash available therefor is less than $20.0 million (which lesser amount shall be carried forward for purposes of determining whether such an Offer is required with respect to the Net Available Cash from any subsequent Asset Disposition). Upon completion of such an Asset Disposition Offer, Net Available Cash shall be deemed to be reduced by the aggregate amount of such Offer (regardless of the amount of Notes tendered in such Offer)Excess Proceeds shall be reset at zero. (1c) Promptly, and in any event within 10 days after the Issuers become obligated to make an Offer, the Issuers shall deliver to the Trustee and send, by first-class mail to each Holder, a written notice stating that the Holder may elect to have his Notes purchased by the Issuers either in whole or in part (subject to prorating as described in Section 4.06(b) in the event the Offer is oversubscribed) in integral multiples of $1,000 of principal amount (subject to the $2,000 minimum denomination), at the applicable purchase price. The notice shall specify a purchase date not less than 30 days nor more than 60 days after the date of such notice (the “Purchase Date”) and shall contain such information concerning the business of BZ Holdings and the Restricted Subsidiaries which the Issuers in good faith believe will enable such Holders to make an informed decision and all instructions and materials necessary to tender Notes pursuant to the Offer, together with the information contained in clause (3). (2) Not later than the date upon which written notice of an Offer is delivered to the Trustee as provided below, the Issuers shall deliver to the Trustee an Officers’ Certificate as to (A) the amount of the Offer (the “Offer Amount”), including information as to any other Senior Indebtedness included in the Offer, (B) the allocation of the Net Available Cash from the Asset Dispositions pursuant to which such Offer is being made and (C) the compliance of such allocation with the provisions of Section 4.06(a) and (b). On such date, the Issuers shall also irrevocably deposit with the Trustee or with a Paying Agent (or, if an Issuer is acting as its own Paying Agent, segregate and hold in trust) in Temporary Cash Investments, maturing on the last day prior to the Purchase Date or on the Purchase Date if funds are immediately available by open of business, an amount equal to the Offer Amount to be held for payment in accordance with the provisions of this Section. If the Offer includes other Senior Indebtedness, the deposit described in the preceding sentence may be made with any other paying agent pursuant to arrangements satisfactory to the Trustee. Upon the expiration of the period for which the Offer remains open (the “Offer Period”), the Issuers shall deliver to the Trustee for cancellation the Notes or portions thereof which have been properly tendered to and are to be accepted by the Issuers. The Trustee shall, on the Purchase Date, mail or deliver payment (or cause the delivery of payment) to each tendering Holder in the amount of the purchase price. In the event that the aggregate purchase price of the Notes delivered by the Issuers to the Trustee is less than the Offer Amount applicable to the Notes, the Trustee shall deliver the excess to the Issuers immediately after the expiration of the Offer Period for application in accordance with this Section 4.06. (3) Holders electing to have a Note purchased shall be required to surrender the Note, with an appropriate form duly completed, to the Issuers at the address specified in the notice at least three Business Days prior to the Purchase Date. Holders shall be entitled to withdraw their election if the Trustee or an Issuer receives not later than one Business Day prior to the Purchase Date, a facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note which was delivered for purchase by the Holder and a statement that such Holder is withdrawing his election to have such Note purchased. Holders whose Notes are purchased only in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered. (4) At the time the Issuers deliver Notes to the Trustee which are to be accepted for purchase, the Issuers shall also deliver an Officers’ Certificate stating that such Notes are to be accepted by the Issuers pursuant to and in accordance with the terms of this Section 4.06. A Note shall be deemed to have been accepted for purchase at the time the Trustee, directly or through an agent, mails or delivers payment therefor to the surrendering Holder[Reserved]. (d) [Reserved]. (e) [Reserved]. (f) The Issuers will shall comply, to the extent applicable, with the requirements of Section 14(e) Rule 14e-1 of the Exchange Act and any other securities laws or regulations in connection with the repurchase of Notes pursuant to this Section 4.06Indenture. To the extent that the provisions of any securities laws or regulations conflict with provisions of this Section 4.06covenant, the Issuers shall comply with the applicable securities laws and regulations and shall not be deemed to have breached their obligations under this Section 4.06 Indenture by virtue of their compliance with such securities laws or regulations. (g) For the purposes of Section 4.07(a)(ii), the following will be deemed to be cash: (1) the assumption by the transferee of Indebtedness (other than Subordinated Obligations or Disqualified Stock) of the Company or Indebtedness of Holdings or a Restricted Subsidiary of the Company (other than Subordinated Obligations or Disqualified Stock of the Company, Guarantor Subordinated Obligations or Disqualified Stock of any Guarantor) and the release of Holdings or such Restricted Subsidiary from all liability on such Indebtedness in connection with such Asset Disposition (or in lieu of such a release, the agreement of the acquirer or its parent company to indemnify and hold Holdings or such Restricted Subsidiary harmless from and against any loss, liability or cost in respect of such assumed Indebtedness; provided, however, that such indemnifying party (or its long term debt securities) shall have an Investment Grade Rating (with no indication of a negative outlook or credit watch with negative implications, in any case, that contemplates such indemnifying party (or its long term debt securities) failing to have an Investment Grade Rating), in which case Holdings will, without further action, be deemed to have applied such deemed cash to Indebtedness in accordance with Section 4.07(a)(iii)(A); and (2) securities, notes or other obligations received by Holdings or any Restricted Subsidiary from the transferee that are converted by Holdings or such Restricted Subsidiary into cash within 180 days after receipt thereof. Notwithstanding the foregoing, the 75% limitation referred to in Section 4.07(a)(ii) shall be deemed satisfied with respect to any Asset Disposition in which the cash or Cash Equivalents portion of the consideration received therefrom, determined in accordance with the foregoing provision on an after-tax basis, is equal to or greater than what the after-tax proceeds would have been had such Asset Disposition complied with the aforementioned 75% limitation. (h) The requirement of Section 4.07(a)(iii)(B) shall be deemed to be satisfied if an agreement (including a lease, whether a capital lease or an operating lease) committing to make the acquisitions or expenditures referred to therein is entered into by Holdings or the Restricted Subsidiary within the specified time period and such Net Available Cash is subsequently applied in accordance with such agreement within six months following such agreement.

Limitation on Sales of Assets and Subsidiary Stock. (a) BZ Holdings shall The Company will not, and shall will not permit any of its Restricted Subsidiaries Subsidiary to, directly or indirectly, consummate any Asset Disposition unless: (1) BZ Holdings the Company or such Restricted Subsidiary receives consideration at the time of such Asset Disposition at least equal to the Fair Market Value fair market value (including as to the value of all non-cash consideration) ), as determined in good faith by the Board of Directors, of the shares and assets subject to such Asset Disposition; (2) in the case of an Asset Disposition other than an Asset Swap, at least 75% of the consideration thereof received by BZ Holdings the Company or such Restricted Subsidiary is in the form of cash or cash equivalents; and (3) an amount equal to 100% of the Net Available Cash from such Asset Disposition is applied by BZ Holdings the Company (or such Restricted Subsidiary, as the case may be:) (A) to the extent BZ Holdings or such Restricted Subsidiary, as the case may be, Company elects (or is required by the terms of any Indebtedness), to prepay, repay, redeem or purchase Senior Indebtedness under any Credit Agreement of the Company or Indebtedness (other than any Preferred Disqualified Stock) of a Restricted Subsidiary that is not an Issuer or a Subsidiary Guarantor (in each case other than Indebtedness owed to BZ Holdings the Company or an Affiliate of BZ Holdingsthe Company) within one year from the later of the date of such Asset Disposition or the receipt of such Net Available Cash; (B) to the extent BZ Holdings or such Restricted Subsidiary, as the case may be, Company elects, to acquire, make or improve acquire Additional Assets within one year from the later of the date of such Asset Disposition or the receipt of such Net Available Cash;; and (C) to the extent of the balance of such Net Available Cash after application in accordance with clauses (A) and (B), to make an offer to the Holders of the Notes (and to holders of other Senior Indebtedness of Boise Paper Holdings the Company designated by Boise Paper Holdingsthe Company) to purchase Notes (and such other Senior Indebtedness of Boise Paper Holdingsthe Company) pursuant to and subject to the conditions contained in this Indenture; and (D) to enter into binding commitments to take any of the actions described in clauses (A) and (B), and take such actions within one year of entering into such commitment; provided, however, that in connection with any prepayment, repayment or purchase of Indebtedness pursuant to clause (A) or (C) above, BZ Holdings the Company or such Restricted Subsidiary shall permanently retire such Indebtedness and shall cause the related loan commitment (if any) to be permanently reduced in an amount equal to the principal amount so prepaid, repaid or purchased. Notwithstanding the foregoing provisions of this Section 4.065.06, BZ Holdings the Company and the Restricted Subsidiaries will not be required to apply any Net Available Cash in accordance with this Section 4.06 5.06 except to the extent that the aggregate Net Available Cash from all Asset Dispositions which is not applied in accordance with this covenant Section 5.06 exceeds $20.0 million. Pending application of Net Available Cash pursuant to this Section 4.065.06, such Net Available Cash shall be invested in Temporary Cash Investments or applied to temporarily reduce revolving credit Indebtedness. indebtedness. (b) For the purposes of this Section 4.06(a)5.06, the following are deemed to be cash or cash equivalents: (1) the assumption or discharge of Indebtedness of BZ Holdings (other than obligations in respect of Disqualified Stock of BZ Holdings) the Company or any Restricted Subsidiary (other than obligations in respect of Disqualified Stock or Preferred Stock of an Issuer or a Subsidiary Guarantor) and the release of BZ Holdings the Company or such Restricted Subsidiary from all liability on such Indebtedness in connection with such Asset Disposition;; and (2) securities securities, notes or other obligations received by BZ Holdings the Company or any Restricted Subsidiary from the transferee that are to the extent converted within 90 days by BZ Holdings the Company or such Restricted Subsidiary into cash within 180 days after such Asset Disposition, to the extent of the cash received in that conversion; and (3) any Designated Non-cash Consideration received by BZ Holdings or any Restricted Subsidiary in an Asset Disposition having an aggregate Fair Market Value, taken together with all other Designated Non-cash Consideration received pursuant to this clause (3) (unless such Designated Non-cash Consideration has been converted into cash, which cash shall be treated after such conversion as Net Available Cash), not to exceed 7.5% of Consolidated Net Tangible Assets at the time of the receipt of such Designated Non-cash Consideration (with the Fair Market Value of each item of Designated Non-cash Consideration being measured at the time received and without giving effect to subsequent changes in value)Temporary Cash Investments. (bc) In the event of an Asset Disposition that requires the purchase of Notes (and other Senior Indebtedness of Boise Paper Holdingsthe Company) pursuant to Section 4.06 clause (a)(3)(C)) of this Section 5.06, the Issuers shall Company will purchase Notes tendered pursuant to an offer by the Issuers Company for the Notes (and such other Senior Indebtedness) (the “Offer”) at a purchase price of 100% of their principal amount (or, in the event such other Senior Indebtedness of Boise Paper Holdings the Company was issued with significant original issue discount, 100% of the accreted value with respect theretothereof) without premium, plus accrued but unpaid interest (or, in respect of such other Senior Indebtedness of Boise Paper Holdingsthe Company, such lesser price, if any, as may be provided for by the terms of such Senior Indebtedness) in accordance with the procedures (including prorating in the event of oversubscription) set forth in Section 4.06(c)this Indenture. If the aggregate purchase price of the securities tendered exceeds the Net Available Cash allotted to their purchase, the Issuers shall Company will select the securities to be purchased on a pro rata basis but in round denominations, which in the case of the Notes shall will be denominations of $1,000 principal amount (subject to the $2,000 minimum denomination) or multiples thereof. If the aggregate purchase price of the securities purchased pursuant to such offer in accordance with this Section 4.06 is less than the Net Available Cash offered therefor, the Issuers may use any such excess Net Available Cash for general corporate purposes or any other purpose, in each case not prohibited by this Indenture. The Issuers Company shall not be required to make such an Offer offer to purchase Notes (and other Senior Indebtedness of Boise Paper Holdingsthe Company) pursuant to this Section 4.06 5.06 if the Net Available Cash available therefor is less than $20.0 10.0 million (which lesser amount shall be carried forward for purposes of determining whether such an Offer offer is required with respect to the Net Available Cash from any subsequent Asset Disposition). Upon completion of such an Offer, Net Available Cash shall be deemed to be reduced by the aggregate amount of such Offer (regardless of the amount of Notes tendered in such Offer). (1) Promptly, and in any event within 10 days after the Issuers become obligated to make an Offer, the Issuers shall deliver to the Trustee and send, by first-class mail to each Holder, a written notice stating that the Holder may elect to have his Notes purchased by the Issuers either in whole or in part (subject to prorating as described in Section 4.06(b) in the event the Offer is oversubscribed) in integral multiples of $1,000 of principal amount (subject to the $2,000 minimum denomination), at the applicable purchase price. The notice shall specify a purchase date not less than 30 days nor more than 60 days after the date of such notice (the “Purchase Date”) and shall contain such information concerning the business of BZ Holdings and the Restricted Subsidiaries which the Issuers in good faith believe will enable such Holders to make an informed decision and all instructions and materials necessary to tender Notes pursuant to the Offer, together with the information contained in clause (3). (2) Not later than the date upon which written notice of an Offer is delivered to the Trustee as provided below, the Issuers shall deliver to the Trustee an Officers’ Certificate as to (A) the amount of the Offer (the “Offer Amount”), including information as to any other Senior Indebtedness included in the Offer, (B) the allocation of the Net Available Cash from the Asset Dispositions pursuant to which such Offer is being made and (C) the compliance of such allocation with the provisions of Section 4.06(a) and (b). On such date, the Issuers shall also irrevocably deposit with the Trustee or with a Paying Agent (or, if an Issuer is acting as its own Paying Agent, segregate and hold in trust) in Temporary Cash Investments, maturing on the last day prior to the Purchase Date or on the Purchase Date if funds are immediately available by open of business, an amount equal to the Offer Amount to be held for payment in accordance with the provisions of this Section. If the Offer includes other Senior Indebtedness, the deposit described in the preceding sentence may be made with any other paying agent pursuant to arrangements satisfactory to the Trustee. Upon the expiration of the period for which the Offer remains open (the “Offer Period”), the Issuers shall deliver to the Trustee for cancellation the Notes or portions thereof which have been properly tendered to and are to be accepted by the Issuers. The Trustee shall, on the Purchase Date, mail or deliver payment (or cause the delivery of payment) to each tendering Holder in the amount of the purchase price. In the event that the aggregate purchase price of the Notes delivered by the Issuers to the Trustee is less than the Offer Amount applicable to the Notes, the Trustee shall deliver the excess to the Issuers immediately after the expiration of the Offer Period for application in accordance with this Section 4.06. (3) Holders electing to have a Note purchased shall be required to surrender the Note, with an appropriate form duly completed, to the Issuers at the address specified in the notice at least three Business Days prior to the Purchase Date. Holders shall be entitled to withdraw their election if the Trustee or an Issuer receives not later than one Business Day prior to the Purchase Date, a facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note which was delivered for purchase by the Holder and a statement that such Holder is withdrawing his election to have such Note purchased. Holders whose Notes are purchased only in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered. (4) At the time the Issuers deliver Notes to the Trustee which are to be accepted for purchase, the Issuers shall also deliver an Officers’ Certificate stating that such Notes are to be accepted by the Issuers pursuant to and in accordance with the terms of this Section 4.06. A Note shall be deemed to have been accepted for purchase at the time the Trustee, directly or through an agent, mails or delivers payment therefor to the surrendering Holder. (d) The Issuers Company will comply, to the extent applicable, with the requirements of Section 14(e) of the Exchange Act and any other securities laws or regulations in connection with the repurchase of Notes pursuant to this Section 4.065.06. To the extent that the provisions of any securities laws or regulations conflict with provisions of this Section 4.065.06, the Issuers shall Company will comply with the applicable securities laws and regulations and shall will not be deemed to have breached their its obligations under this Section 4.06 5.06 by virtue of their its compliance with such securities laws or regulations.

Limitation on Sales of Assets and Subsidiary Stock. (a) BZ Holdings shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, consummate make any Asset Disposition unless: unless (1i) BZ Holdings or such Restricted Subsidiary receives consideration at the time of such Asset Disposition at least equal to the Fair Market Value fair market value, as determined in good faith by the Board of Directors (including as to the value of all non-cash consideration) ), of the shares and assets subject to such Asset Disposition; , (2ii) at least 75% of the consideration thereof received by BZ Holdings or such Restricted Subsidiary is in the form of cash or cash equivalents; and Cash Equivalents and (3iii) an amount equal to 100% of the Net Available Cash from such Asset Disposition is applied by BZ Holdings (or such Restricted Subsidiary, as the case may be: ) (A) first, to the extent BZ Holdings or such any Restricted Subsidiary, as the case may be, ----- elects (or is required by the terms of any Senior Indebtedness), to prepay, repay, redeem repay or purchase Senior Indebtedness under any Credit Agreement or Indebtedness (other than any Preferred Stock) of a Restricted Wholly-Owned Subsidiary that is not an Issuer or a Subsidiary Guarantor (in each case other than Indebtedness owed to BZ Holdings or an Affiliate of BZ Holdings) within one year 180 days from the later of the date of such Asset Disposition or the receipt of such Net Available Cash; ; (B) second, to the extent BZ Holdings or of the balance of such Restricted SubsidiaryNet Available Cash after ------ application in accordance with clause (A), as at Holdings' election to the case may be, elects, to acquire, make or improve investment in Additional Assets within one year from the later of the date of such Asset Disposition or the receipt of such Net Available Cash; ; (C) third, to ----- the extent of the balance of such Net Available Cash after application and in accordance with clauses (A) and (B), to make an offer to purchase Senior Subordinated Notes and other pari passu debt obligations subject to a similar covenant at par plus accrued and unpaid interest, if any, thereon; (D) fourth, to make an offer to purchase (an "Offer") the Discount ------ Notes at a price in cash equal to, prior to November 15, 2002, 100% of the Accreted Value thereof on the purchase date and, thereafter, 100% of the Accreted Value thereof plus accrued and unpaid interest to the purchase date; and (E) fifth, to the extent of the balance of such Net Available Cash after application in accordance with clauses (A) and ), (B), to make an offer to the Holders of the Notes (and to holders of other Senior Indebtedness of Boise Paper Holdings designated by Boise Paper Holdings) to purchase Notes (and such other Senior Indebtedness of Boise Paper Holdings) pursuant to and subject to the conditions contained in this Indenture; and (D) to enter into binding commitments to take any of the actions described in clauses (AC) and (BD), and take such actions within one year of entering into such commitmentfor other general corporate purposes not prohibited by the Indenture; provided, however, that that, in connection with any prepayment, repayment or purchase of Indebtedness pursuant to clause (A) or (C) above, BZ Holdings or such Restricted Subsidiary shall permanently retire such Indebtedness and shall cause the related loan commitment (if any) to be permanently reduced in an amount equal to the principal amount so prepaid, repaid or purchased. Notwithstanding the foregoing provisions of this Section 4.06provisions, BZ Holdings and the its Restricted Subsidiaries will shall not be required to apply any Net Available Cash in accordance with this Section 4.06 herewith except to the extent that the aggregate Net Available Cash from all Asset Dispositions which is are not applied in accordance with this covenant exceeds exceed $20.0 5 million. Pending application of Holdings shall not be required to make an Offer for the Discount Notes pursuant to this covenant if the Net Available Cash pursuant available therefor (after application of the proceeds as provided in clauses (A), (B) and (C)) are less than $5 million for any particular Asset Disposition (which lesser amounts shall be carried forward for purposes of determining whether an Offer is required with respect to this Section 4.06, such the Net Available Cash shall be invested in Temporary Cash Investments or applied to temporarily reduce revolving credit Indebtedness. from any subsequent Asset Disposition). (b) For the purposes of this Section 4.06(a)covenant, the following are will be deemed to be cash or cash equivalents: cash: (1x) the assumption or discharge by the transferee of Indebtedness of BZ Holdings (other than obligations in respect of Disqualified Stock of BZ Holdings) or any Restricted Subsidiary (other than obligations in respect of Disqualified Stock or Preferred Stock of an Issuer or a Subsidiary Guarantor) Holdings and the release of BZ Holdings or such Restricted Subsidiary from all liability on such Indebtedness in connection with such Asset Disposition; Disposition (2in which case Holdings shall, without further action, be deemed to have applied such assumed Indebtedness in accordance with clause (A) of the preceding paragraph), (y) securities received by BZ Holdings or any Restricted Subsidiary of Holdings from the transferee that are promptly converted by BZ Holdings or such Restricted Subsidiary into cash within 180 days after such Asset Disposition, to the extent of the cash received in that conversion; and and (3z) any Designated Non-cash Noncash Consideration received by BZ Holdings or any of its Restricted Subsidiary Subsidiaries in an such Asset Disposition having an aggregate Fair Market Valuefair market value, taken together with all other Designated Non-cash Noncash Consideration received pursuant to this clause (3z) (unless such Designated Non-cash Consideration has been converted into cash, which cash shall be treated after such conversion as Net Available Cash)that is at that time outstanding, not to exceed 7.510% of Consolidated Net Tangible Assets at the time of the receipt of such Designated Non-cash Noncash Consideration (with the Fair Market Value fair market value of each item of Designated Non-cash Noncash Consideration being measured at the time received and without giving effect to subsequent changes in value). (bc) In the event of an Asset Disposition that requires the purchase of Discount Notes (and other Senior Indebtedness of Boise Paper Holdings) pursuant to Section 4.06 clause (a)(3)(Ca)(iii)(C), the Issuers shall Holdings will be required to purchase Discount Notes tendered pursuant to an offer by the Issuers Holdings for the Discount Notes (and such other Senior Indebtedness) (the “Offer”) at a purchase price of 100% of their principal amount (orin cash equal to, in the event such other Senior Indebtedness of Boise Paper Holdings was issued with original issue discountprior to November 15, 2002, 100% of the accreted value with respect thereto) without premiumAccreted Value thereof on the purchase date and, thereafter, 100% of the Accreted Value thereof plus accrued but and unpaid interest (or, in respect of such other Senior Indebtedness of Boise Paper Holdings, such lesser priceinterest, if any, as may be provided for by to the terms of such Senior Indebtedness) purchase date in accordance with the procedures (including prorating in the event of oversubscription) set forth in Section 4.06(c)the Indenture. If the aggregate purchase price of the securities Discount Notes tendered exceeds the Net Available Cash allotted to their purchase, the Issuers shall select the securities to be purchased on a pro rata basis but in round denominations, which in the case of the Notes shall be denominations of $1,000 principal amount (subject pursuant to the $2,000 minimum denomination) or multiples thereof. If the aggregate purchase price of the securities purchased pursuant to such offer in accordance with this Section 4.06 is less than the Net Available Cash offered thereforallotted to the purchase of the Discount Notes, Holdings will apply the Issuers may use any such excess remaining Net Available Cash for general corporate purposes or any other purpose, in each case not prohibited by this Indenture. The Issuers shall not be required to make such an Offer to purchase Notes (and other Senior Indebtedness of Boise Paper Holdings) pursuant to this Section 4.06 if the Net Available Cash available therefor is less than $20.0 million (which lesser amount shall be carried forward for purposes of determining whether such an Offer is required with respect to the Net Available Cash from any subsequent Asset Disposition). Upon completion of such an Offer, Net Available Cash shall be deemed to be reduced by the aggregate amount of such Offer (regardless of the amount of Notes tendered in such Offer). (1) Promptly, and in any event within 10 days after the Issuers become obligated to make an Offer, the Issuers shall deliver to the Trustee and send, by first-class mail to each Holder, a written notice stating that the Holder may elect to have his Notes purchased by the Issuers either in whole or in part (subject to prorating as described in Section 4.06(b) in the event the Offer is oversubscribed) in integral multiples of $1,000 of principal amount (subject to the $2,000 minimum denomination), at the applicable purchase price. The notice shall specify a purchase date not less than 30 days nor more than 60 days after the date of such notice (the “Purchase Date”) and shall contain such information concerning the business of BZ Holdings and the Restricted Subsidiaries which the Issuers in good faith believe will enable such Holders to make an informed decision and all instructions and materials necessary to tender Notes pursuant to the Offer, together with the information contained in clause (3). (2) Not later than the date upon which written notice of an Offer is delivered to the Trustee as provided below, the Issuers shall deliver to the Trustee an Officers’ Certificate as to (A) the amount of the Offer (the “Offer Amount”), including information as to any other Senior Indebtedness included in the Offer, (B) the allocation of the Net Available Cash from the Asset Dispositions pursuant to which such Offer is being made and (C) the compliance of such allocation with the provisions of Section 4.06(a) and (b). On such date, the Issuers shall also irrevocably deposit with the Trustee or with a Paying Agent (or, if an Issuer is acting as its own Paying Agent, segregate and hold in trust) in Temporary Cash Investments, maturing on the last day prior to the Purchase Date or on the Purchase Date if funds are immediately available by open of business, an amount equal to the Offer Amount to be held for payment in accordance with the provisions of this Section. If the Offer includes other Senior Indebtedness, the deposit described in the preceding sentence may be made with any other paying agent pursuant to arrangements satisfactory to the Trustee. Upon the expiration of the period for which the Offer remains open clause (the “Offer Period”), the Issuers shall deliver to the Trustee for cancellation the Notes or portions thereof which have been properly tendered to and are to be accepted by the Issuers. The Trustee shall, on the Purchase Date, mail or deliver payment (or cause the delivery of paymenta)(iii)(E) to each tendering Holder in the amount of the purchase price. In the event that the aggregate purchase price of the Notes delivered by the Issuers to the Trustee is less than the Offer Amount applicable to the Notes, the Trustee shall deliver the excess to the Issuers immediately after the expiration of the Offer Period for application in accordance with this Section 4.06. (3) Holders electing to have a Note purchased shall be required to surrender the Note, with an appropriate form duly completed, to the Issuers at the address specified in the notice at least three Business Days prior to the Purchase Date. Holders shall be entitled to withdraw their election if the Trustee or an Issuer receives not later than one Business Day prior to the Purchase Date, a facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note which was delivered for purchase by the Holder and a statement that such Holder is withdrawing his election to have such Note purchased. Holders whose Notes are purchased only in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered. (4) At the time the Issuers deliver Notes to the Trustee which are to be accepted for purchase, the Issuers shall also deliver an Officers’ Certificate stating that such Notes are to be accepted by the Issuers pursuant to and in accordance with the terms of this Section 4.06. A Note shall be deemed to have been accepted for purchase at the time the Trustee, directly or through an agent, mails or delivers payment therefor to the surrendering Holderabove. (d) The Issuers Holdings will comply, to the extent applicable, with the requirements of Section 14(e) of the Exchange Act and any other securities laws or regulations in connection with the repurchase of Discount Notes pursuant to this Section 4.06the Indenture. To the extent that the provisions of any securities laws or regulations conflict with provisions of this Section 4.06covenant, the Issuers shall Holdings will comply with the applicable securities laws and regulations and shall will not be deemed to have breached their its obligations under this Section 4.06 the Indenture by virtue of their compliance with such securities laws or regulationsthereof.

Limitation on Sales of Assets and Subsidiary Stock. (a) BZ Holdings The Company shall not, and shall not permit any of its Restricted Subsidiaries Subsidiary to, directly or indirectly, consummate any Asset Disposition unless: (1) BZ Holdings the Company or such Restricted Subsidiary receives consideration at the time of such Asset Disposition at least equal to the Fair Market Value (including as to the value of all non-cash consideration) ), of the shares and assets subject to such Asset Disposition;; and (2) at least 75% of the consideration thereof received by BZ Holdings the Company or such Restricted Subsidiary is in the form of cash or cash equivalentsCash Equivalents; (3) in the case of an Asset Disposition of Collateral, the consideration from such Asset Disposition is pledged as Collateral to secure the Securities; and (34) an amount equal to 100% of the Net Available Cash from such Asset Disposition is applied by BZ Holdings the Company (or such Restricted Subsidiary, as the case may be) at its option to any one or more of the following uses: (A) to the extent BZ Holdings the Company elects, within 365 days after the receipt of Net Available Cash, (i) to reduce the outstanding principal amount of Credit Facility Indebtedness Incurred pursuant to Section 4.03(b)(1); (ii) to reduce the outstanding principal amount of any other Applicable Senior Indebtedness of the Company or a Subsidiary Guarantor; provided, however, that to the extent the Company or such Restricted SubsidiarySubsidiary repays any such other Applicable Senior Indebtedness, as the Company shall equally and ratably reduce the principal amount of Securities outstanding, through open-market purchases (to the extent such purchases are at or above 100% of the principal amount thereof) or through redemption, or shall offer (in accordance with the procedures set forth in Section 4.06(b)) to all Holders to purchase their Securities at 100% of the principal amount thereof, plus accrued but unpaid interest, if any, thereon up to a principal amount which, if the offer were accepted, would result in such reduction; (iii) in the case may be, elects (of an Asset Disposition by a Restricted Subsidiary that is not a Subsidiary Guarantor or is required by the terms consisting of any Indebtedness), to prepay, repay, redeem or purchase Indebtedness under any Credit Agreement or Indebtedness (other than any Preferred Stock) Equity Interests of a Restricted Subsidiary that is not a Subsidiary Guarantor, Indebtedness of a Restricted Subsidiary that is not a Subsidiary Guarantor; or (iv) in the case of an Issuer Asset Disposition consisting of property or assets that are not Collateral, to reduce the outstanding principal amount of any other Indebtedness of the Company or a Subsidiary Guarantor (Guarantor, in each case other than Indebtedness owed to BZ Holdings the Company or an Affiliate of BZ Holdings) within one year from the later of the date of such Asset Disposition or the receipt of such Net Available CashCompany; (B) to the extent BZ Holdings or such Restricted Subsidiary, as the case may be, Company elects, to acquire, make or improve acquire Additional Assets within one year from the later 365 days of the date of such Asset Disposition or the receipt of such Net Available Cash;; provided, however, that to the extent the assets subject to such Asset Disposition were Collateral, such newly acquired assets shall also be Collateral; and (C) to the extent of the balance of such Net Available Cash after application in accordance with clauses (A) and (B)Company elects, to make an offer to the Holders of the Notes (and to holders of other Applicable Senior Indebtedness of Boise Paper Holdings the Company or of a Subsidiary Guarantor designated by Boise Paper Holdingsthe Company) to purchase Notes Securities (and such other Applicable Senior Indebtedness of Boise Paper Holdingsthe Company or a Subsidiary Guarantor) pursuant to and subject to the conditions contained in this Indenture; and (D) to enter into binding commitments to take any of the actions described in clauses (A) and (B), and take such actions within one year of entering into such commitment; provided, however, that in connection with any prepayment, repayment or purchase of Indebtedness pursuant to clause (A) or (C) above, BZ Holdings or such Restricted Subsidiary shall permanently retire such Indebtedness and shall cause the related loan commitment (if any) to be permanently reduced in an amount equal to the principal amount so prepaid, repaid or purchased. Notwithstanding the foregoing provisions of this Section 4.064.06(a), BZ Holdings the Company and the Restricted Subsidiaries will shall not be required to apply any Net Available Cash in accordance with this Section 4.06 4.06(a) except to the extent that the aggregate Net Available Cash from all Asset Dispositions which is not applied in accordance with this covenant Section 4.06(a) exceeds $20.0 million5,000,000. Pending application of Net Available Cash pursuant to this Section 4.064.06(a), such Net Available Cash shall be held in cash or invested in Temporary Cash Investments or applied to temporarily reduce revolving credit IndebtednessEquivalents. For the purposes of this Section 4.06(a), the following are deemed to be cash or cash equivalentsCash Equivalents: (1) the assumption or discharge of Applicable Senior Indebtedness of BZ Holdings the Company (other than obligations in respect of Disqualified Stock of BZ Holdingsthe Company) or any Restricted Subsidiary (other than obligations in respect of Disqualified Stock or Preferred Stock of an Issuer or a Subsidiary Guarantor) and the release of BZ Holdings the Company or such Restricted Subsidiary from all liability on such Applicable Senior Indebtedness in connection with such Asset Disposition; (2) securities securities, notes or other obligations received by BZ Holdings the Company or any Restricted Subsidiary from the transferee that are converted by BZ Holdings the Company or such Restricted Subsidiary into cash within 180 365 days after such of the consummation of the Asset Disposition, to the extent of the cash received in that such conversion; and (3) any Designated Non-cash Consideration received by BZ Holdings the Company or any of its Restricted Subsidiary Subsidiaries in an such Asset Disposition having an aggregate Fair Market Value, taken together with all other Designated Non-cash Consideration received pursuant to this clause (3) (unless such Designated Non-cash Consideration has been converted into cash, which cash shall be treated after such conversion as Net Available Cash)that is at that time outstanding, not to exceed 7.5% of Consolidated Net Tangible Assets an amount equal to $10,000,000 at the time of the receipt of such Designated Non-cash Consideration (with the Fair Market Value of each item of Designated Non-cash Consideration being measured at the time received and without giving effect to subsequent changes in value). (b) In the event of an Asset Disposition that requires results in the purchase of Notes Securities (and other Applicable Senior Indebtedness of Boise Paper Holdingsthe Company or of a Subsidiary Guarantor) pursuant to Section 4.06 (a)(3)(C4.06(a)(4)(C), the Issuers Company shall purchase Notes Securities tendered pursuant to an offer by the Issuers Company for the Notes Securities (and such other Applicable Senior Indebtedness) (Indebtedness of the “Offer”Company or of a Subsidiary Guarantor permitted to be included in such offer) at a purchase price of 100% of their principal amount (or, in the event such other Applicable Senior Indebtedness of Boise Paper Holdings was issued with significant original issue discount, 100% of the accreted value with respect thereto) thereof), without premium, plus accrued but unpaid interest (or, in respect of such other Applicable Senior Indebtedness of Boise Paper HoldingsIndebtedness, such lesser price, if any, as may be provided for by the terms of such other Applicable Senior Indebtedness) in accordance with the procedures (including prorating in the event of oversubscription) set forth in Section 4.06(c)this Indenture. If the aggregate purchase price of the securities tendered exceeds the Net Available Cash allotted to their purchase, the Issuers Company shall select the securities to be purchased on a pro rata basis but in round denominations, which in the case of the Notes shall Securities will be minimum denominations of $1,000 2,000 principal amount (subject to the $2,000 minimum denomination) or multiples thereof. If the aggregate purchase price of the securities purchased pursuant to such offer in accordance with this Section 4.06 is less than the Net Available Cash offered therefor, the Issuers may use any such excess Net Available Cash for general corporate purposes or any other purpose, in each case not prohibited by this Indenturegreater integral multiple of $1,000. The Issuers Company shall not be required to make such an Offer offer to purchase Notes Securities (and other Applicable Senior Indebtedness of Boise Paper Holdingsthe Company or of a Subsidiary Guarantor) pursuant to this Section 4.06 if the Net Available Cash available therefor is less than $20.0 million 10,000,000 (which lesser amount shall be carried forward for purposes of determining whether such an Offer offer is required with respect to the Net Available Cash from any subsequent Asset Disposition). Upon completion of such an Offeroffer to purchase, Net Available Cash shall be deemed to be reduced by the aggregate amount of such Offer (regardless of the amount of Notes tendered in such Offer)offer. (1) Promptly, and in any event within 10 days after the Issuers become obligated to make an Offer, the Issuers shall deliver to the Trustee and send, by first-class mail to each Holder, a written notice stating that the Holder may elect to have his Notes purchased by the Issuers either in whole or in part (subject to prorating as described in Section 4.06(b) in the event the Offer is oversubscribed) in integral multiples of $1,000 of principal amount (subject to the $2,000 minimum denomination), at the applicable purchase price. The notice shall specify a purchase date not less than 30 days nor more than 60 days after the date of such notice (the “Purchase Date”) and shall contain such information concerning the business of BZ Holdings and the Restricted Subsidiaries which the Issuers in good faith believe will enable such Holders to make an informed decision and all instructions and materials necessary to tender Notes pursuant to the Offer, together with the information contained in clause (3). (2) Not later than the date upon which written notice of an Offer is delivered to the Trustee as provided below, the Issuers shall deliver to the Trustee an Officers’ Certificate as to (A) the amount of the Offer (the “Offer Amount”), including information as to any other Senior Indebtedness included in the Offer, (B) the allocation of the Net Available Cash from the Asset Dispositions pursuant to which such Offer is being made and (C) the compliance of such allocation with the provisions of Section 4.06(a) and (b). On such date, the Issuers shall also irrevocably deposit with the Trustee or with a Paying Agent (or, if an Issuer is acting as its own Paying Agent, segregate and hold in trust) in Temporary Cash Investments, maturing on the last day prior to the Purchase Date or on the Purchase Date if funds are immediately available by open of business, an amount equal to the Offer Amount to be held for payment in accordance with the provisions of this Section. If the Offer includes other Senior Indebtedness, the deposit described in the preceding sentence may be made with any other paying agent pursuant to arrangements satisfactory to the Trustee. Upon the expiration of the period for which the Offer remains open (the “Offer Period”), the Issuers shall deliver to the Trustee for cancellation the Notes or portions thereof which have been properly tendered to and are to be accepted by the Issuers. The Trustee shall, on the Purchase Date, mail or deliver payment (or cause the delivery of payment) to each tendering Holder in the amount of the purchase price. In the event that the aggregate purchase price of the Notes delivered by the Issuers to the Trustee is less than the Offer Amount applicable to the Notes, the Trustee shall deliver the excess to the Issuers immediately after the expiration of the Offer Period for application in accordance with this Section 4.06. (3) Holders electing to have a Note purchased shall be required to surrender the Note, with an appropriate form duly completed, to the Issuers at the address specified in the notice at least three Business Days prior to the Purchase Date. Holders shall be entitled to withdraw their election if the Trustee or an Issuer receives not later than one Business Day prior to the Purchase Date, a facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note which was delivered for purchase by the Holder and a statement that such Holder is withdrawing his election to have such Note purchased. Holders whose Notes are purchased only in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered. (4) At the time the Issuers deliver Notes to the Trustee which are to be accepted for purchase, the Issuers shall also deliver an Officers’ Certificate stating that such Notes are to be accepted by the Issuers pursuant to and in accordance with the terms of this Section 4.06. A Note shall be deemed to have been accepted for purchase at the time the Trustee, directly or through an agent, mails or delivers payment therefor to the surrendering Holder. (dc) The Issuers will Company shall comply, to the extent applicable, with the requirements of Section 14(e) of the Exchange Act and any other securities laws or regulations in connection with the repurchase of Notes Securities pursuant to this Section 4.06. To the extent that the provisions of any securities laws or regulations conflict with provisions of this Section 4.06, the Issuers Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached their its obligations under this Section 4.06 by virtue of their its compliance with such securities laws or regulations.

Limitation on Sales of Assets and Subsidiary Stock. (a) BZ Holdings shall The Issuer will not, and shall will not permit any of its Restricted Subsidiaries to, directly or indirectly, consummate make any Asset Disposition unless: (1) BZ Holdings the Issuer or such Restricted Subsidiary Subsidiary, as the case may be, receives consideration at the time (including by way of such Asset Disposition relief from, or by any other Person assuming responsibility for, any liabilities, contingent or otherwise) at least equal to the Fair Market Value fair market value (including such fair market value to be determined on the date of contractually agreeing to such Disposition), as to determined in good faith by the value of all non-cash consideration) Issuer, of the shares and assets subject to such Disposition (including, for the avoidance of doubt, if such Disposition is a Permitted Asset DispositionSwap); (2) in any such Disposition, or series of related Dispositions with a purchase price in excess of $5.0 million, at least 75% of the consideration thereof from such Disposition received by BZ Holdings the Issuer or such Restricted Subsidiary Subsidiary, as the case may be, is in the form of cash or Cash Equivalents; provided, however, to the extent that any assets subject to a Disposition were Collateral, the non-cash equivalentsconsideration received is pledged as Collateral under the Collateral Documents substantially simultaneously with such sale, in accordance with the requirements of this Indenture and the Collateral Documents; and (3) an amount equal to 100% of the Net Available Cash from such Disposition is applied, either: (a) within 365 days from the receipt of such Net Available Cash, (x) to offer to prepay, repay or purchase the First Lien Notes or any other Indebtedness that is secured by a First Priority Lien (including, to the extent secured by a First Priority Lien, the Indebtedness under the New Credit Agreement or ABL Credit Agreement incurred pursuant to clause (1) of SECTION 3.2(b) (or any Refinancing Indebtedness in respect thereof)) (other than the Existing 2028 Secured Notes) or (y) to offer to prepay, repay or purchase the Second Lien Notes or any other Second Priority Obligations (or any Refinancing Indebtedness in respect thereof), provided that, to the extent the Issuer prepays, repays or purchases any other such Second Priority Obligations, the Issuer shall equally and ratably reduce (or offer to reduce, as applicable) Obligations under the Second Lien Notes through open market purchases, by redeeming Second Lien Notes as provided under SECTION 5.7, or by making an Asset Disposition Offer; (b) to invest in or commit to invest in (i) capital expenditures, (ii) long-term fixed assets or (iii) any other Investment permitted by clauses (9) or (23) of the definition of “Permitted Investment” (in each case, which such Investment shall be permitted by this Indenture) in an amount not to exceed $35.0 million in the aggregate for all such reinvestments made pursuant to this clause (a)(3)(b) in any fiscal year within 365 days from the date of receipt of such Net Available Cash; provided, however, that a binding agreement shall be treated as a permitted application of Net Available Cash from the date of such commitment with the good faith expectation that an amount equal to Net Available Cash will be applied to satisfy such commitment within 90 days of such commitment (an “Acceptable Commitment”); provided that (x) if any Acceptable Commitment is applied later cancelled or terminated for any reason before such amount is applied, then such Net Available Cash shall constitute Excess Proceeds as of the date of such cancellation or termination and (y) such Net Available Cash shall constitute Excess Proceeds if there is a Specified Default at the time of a proposed reinvestment unless such proposed reinvestment is made pursuant to a binding commitment entered into at a time when no Specified Default was continuing; provided that, (1) pending the final application of the amount of any such Net Available Cash in accordance with clauses (a)(3)(a) and (a)(3)(b) above, the Issuer and its Subsidiaries may temporarily reduce Indebtedness or otherwise use such Net Available Cash in any manner not prohibited by BZ Holdings this Indenture; and (2) the Issuer (or such Restricted any Subsidiary, as the case may be: ) may elect to invest in (Ai) to the extent BZ Holdings capital expenditures, (ii) long-term fixed assets or such Restricted Subsidiary, as the case may be, elects (iii) any other Investment permitted by clauses (9) or is required by the terms of any Indebtedness), to prepay, repay, redeem or purchase Indebtedness under any Credit Agreement or Indebtedness (other than any Preferred Stock23) of a Restricted Subsidiary that is not an Issuer or a Subsidiary Guarantor the definition of “Permitted Investment” (in each case other than Indebtedness owed case, which such Investment shall be permitted by this Indenture) prior to BZ Holdings or an Affiliate of BZ Holdings) within one year from receiving the later of the date of such Asset Disposition or the receipt of such Net Available Cash; (B) to the extent BZ Holdings or such Restricted Subsidiary, as the case may be, elects, to acquire, make or improve Additional Assets within one year from the later of the date of such Asset Disposition or the receipt of such Net Available Cash; (C) to the extent of the balance of such Net Available Cash after application in accordance with clauses attributable to any given Disposition (A) and (B), to make an offer to provided that if the Holders of the Notes (and to holders of other Senior Indebtedness of Boise Paper Holdings designated by Boise Paper Holdings) to purchase Notes (and such other Senior Indebtedness of Boise Paper Holdings) pursuant to and assets subject to the conditions contained in this Indenture; and (D) to enter into binding commitments to take disposition constituted Collateral, any of such assets are pledged as Collateral under the actions described in clauses (A) and (B), and take such actions within one year of entering into such commitment; provided, however, that in connection with any prepayment, repayment or purchase of Indebtedness pursuant to clause (A) or (C) above, BZ Holdings or such Restricted Subsidiary shall permanently retire such Indebtedness and shall cause the related loan commitment (if any) to be permanently reduced in an amount equal to the principal amount so prepaid, repaid or purchased. Notwithstanding the foregoing provisions of this Section 4.06, BZ Holdings and the Restricted Subsidiaries will not be required to apply any Net Available Cash in accordance with this Section 4.06 except to the extent that the aggregate Net Available Cash from all Asset Dispositions which is not applied in accordance with this covenant exceeds $20.0 million. Pending application of Net Available Cash pursuant to this Section 4.06, such Net Available Cash shall be invested in Temporary Cash Investments or applied to temporarily reduce revolving credit Indebtedness. For the purposes of this Section 4.06(a), the following are deemed to be cash or cash equivalents: (1) the assumption or discharge of Indebtedness of BZ Holdings (other than obligations in respect of Disqualified Stock of BZ Holdings) or any Restricted Subsidiary (other than obligations in respect of Disqualified Stock or Preferred Stock of an Issuer or a Subsidiary Guarantor) and the release of BZ Holdings or such Restricted Subsidiary from all liability on such Indebtedness in connection Collateral Documents substantially simultaneously with such Asset Disposition; (2) securities received by BZ Holdings or any Restricted Subsidiary from the transferee that are converted by BZ Holdings or such Restricted Subsidiary into cash within 180 days after such Asset Disposition, to the extent of the cash received in that conversion; and (3) any Designated Non-cash Consideration received by BZ Holdings or any Restricted Subsidiary in an Asset Disposition having an aggregate Fair Market Value, taken together with all other Designated Non-cash Consideration received pursuant to this clause (3) (unless such Designated Non-cash Consideration has been converted into cash, which cash shall be treated after such conversion as Net Available Cash), not to exceed 7.5% of Consolidated Net Tangible Assets at the time of the receipt of such Designated Non-cash Consideration (with the Fair Market Value of each item of Designated Non-cash Consideration being measured at the time received and without giving effect to subsequent changes in value). (b) In the event of an Asset Disposition that requires the purchase of Notes (and other Senior Indebtedness of Boise Paper Holdings) pursuant to Section 4.06 (a)(3)(C), the Issuers shall purchase Notes tendered pursuant to an offer by the Issuers for the Notes (and such other Senior Indebtedness) (the “Offer”) at a purchase price of 100% of their principal amount (or, in the event such other Senior Indebtedness of Boise Paper Holdings was issued with original issue discount, 100% of the accreted value with respect thereto) without premium, plus accrued but unpaid interest (or, in respect of such other Senior Indebtedness of Boise Paper Holdings, such lesser price, if any, as may be provided for by the terms of such Senior Indebtedness) acquisition in accordance with the procedures (including prorating in requirements of this Indenture and the event of oversubscription) set forth in Section 4.06(c). If the aggregate purchase price of the securities tendered exceeds the Net Available Cash allotted to their purchaseCollateral Documents, the Issuers shall select the securities to be purchased on a pro rata basis but in round denominations, which in the case of the Notes such investment shall be denominations of $1,000 principal amount (subject to the $2,000 minimum denomination) or multiples thereof. If the aggregate purchase price of the securities purchased pursuant to such offer in accordance with this Section 4.06 is less made no earlier than the Net Available Cash offered therefor, the Issuers may use any such excess Net Available Cash for general corporate purposes or any other purpose, in each case not prohibited by this Indenture. The Issuers shall not be required to make such an Offer to purchase Notes (and other Senior Indebtedness earliest of Boise Paper Holdings) pursuant to this Section 4.06 if the Net Available Cash available therefor is less than $20.0 million (which lesser amount shall be carried forward for purposes of determining whether such an Offer is required with respect to the Net Available Cash from any subsequent Asset Disposition). Upon completion of such an Offer, Net Available Cash shall be deemed to be reduced by the aggregate amount of such Offer (regardless of the amount of Notes tendered in such Offer). (1) Promptly, and in any event within 10 days after the Issuers become obligated to make an Offer, the Issuers shall deliver notice to the Trustee of the relevant Disposition, execution of a definitive agreement for the relevant Disposition, and send, by first-class mail to each Holder, a written notice stating that consummation of the Holder may elect to have his Notes purchased by the Issuers either in whole or in part (subject to prorating as described in Section 4.06(b) in the event the Offer is oversubscribed) in integral multiples of $1,000 of principal amount (subject to the $2,000 minimum denomination), at the applicable purchase price. The notice shall specify a purchase date not less than 30 days nor more than 60 days after the date of such notice (the “Purchase Date”relevant Disposition) and shall contain such information concerning the business of BZ Holdings and the Restricted Subsidiaries which the Issuers in good faith believe will enable such Holders to make an informed decision and all instructions and materials necessary to tender Notes pursuant to the Offer, together with the information contained in clause (3). (2) Not later than the date upon which written notice of an Offer is delivered to the Trustee as provided below, the Issuers shall deliver to the Trustee an Officers’ Certificate as to (A) deem the amount of the Offer (the “Offer Amount”), including information as to any other Senior Indebtedness included in the Offer, (B) the allocation of the Net Available Cash from the Asset Dispositions pursuant to which such Offer is being made and (C) the compliance of such allocation with the provisions of Section 4.06(a) and (b). On such date, the Issuers shall also irrevocably deposit with the Trustee or with a Paying Agent (or, if an Issuer is acting as its own Paying Agent, segregate and hold in trust) in Temporary Cash Investments, maturing on the last day prior to the Purchase Date or on the Purchase Date if funds are immediately available by open of business, an amount equal to the Offer Amount so invested to be held for payment in accordance with the provisions of this Section. If the Offer includes other Senior Indebtedness, the deposit described in the preceding sentence may be made with any other paying agent pursuant to arrangements satisfactory to the Trustee. Upon the expiration of the period for which the Offer remains open (the “Offer Period”), the Issuers shall deliver to the Trustee for cancellation the Notes or portions thereof which have been properly tendered to and are to be accepted by the Issuers. The Trustee shall, on the Purchase Date, mail or deliver payment (or cause the delivery of payment) to each tendering Holder in the amount of the purchase price. In the event that the aggregate purchase price of the Notes delivered by the Issuers to the Trustee is less than the Offer Amount applicable to the Notes, the Trustee shall deliver the excess to the Issuers immediately after the expiration of the Offer Period for application in accordance with this Section 4.06. (3) Holders electing to have a Note purchased shall be required to surrender the Note, with an appropriate form duly completed, to the Issuers at the address specified in the notice at least three Business Days prior to the Purchase Date. Holders shall be entitled to withdraw their election if the Trustee or an Issuer receives not later than one Business Day prior to the Purchase Date, a facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note which was delivered for purchase by the Holder and a statement that such Holder is withdrawing his election to have such Note purchased. Holders whose Notes are purchased only in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered. (4) At the time the Issuers deliver Notes to the Trustee which are to be accepted for purchase, the Issuers shall also deliver an Officers’ Certificate stating that such Notes are to be accepted by the Issuers applied pursuant to and in accordance with the terms of this Section 4.06. A Note shall be deemed clause (b) above with respect to have been accepted for purchase at the time the Trustee, directly or through an agent, mails or delivers payment therefor to the surrendering Holdersuch Disposition. (d) The Issuers will comply, to the extent applicable, with the requirements of Section 14(e) of the Exchange Act and any other securities laws or regulations in connection with the repurchase of Notes pursuant to this Section 4.06. To the extent that the provisions of any securities laws or regulations conflict with provisions of this Section 4.06, the Issuers shall comply with the applicable securities laws and regulations and shall not be deemed to have breached their obligations under this Section 4.06 by virtue of their compliance with such securities laws or regulations.

Limitation on Sales of Assets and Subsidiary Stock. (a) BZ Holdings shall The Issuer will not, and shall will not permit any of its Restricted Subsidiaries to, directly or indirectly, consummate make any Asset Disposition unless: (1) BZ Holdings the Issuer or such Restricted Subsidiary Subsidiary, as the case may be, receives consideration at the time of such Asset Disposition at least equal to the Fair Market Value fair market value (such fair market value to be determined on the date of contractually agreeing to such Asset Disposition), as determined in good faith by the Board of Directors of the Issuer (including as to the value of all non-cash consideration) ), of the shares and assets subject to such Asset Disposition; (2) at least 75% of the consideration thereof received by BZ Holdings the Issuer or such Restricted Subsidiary Subsidiary, as the case may be, from such Asset Disposition is in the form of cash or cash equivalentsCash Equivalents or Additional Assets, or any combination thereof; and (3) except as provided in the next paragraph, an amount equal to 100% of the Net Available Cash from such Asset Disposition is applied applied, within one year from the later of the date of such Asset Disposition or the receipt of such Net Available Cash, by BZ Holdings the Issuer or such Restricted Subsidiary, as the case may be: (Aa) to the extent BZ Holdings the Issuer or such any Restricted Subsidiary, as the case may be, elects (or is required by the terms of any Indebtedness), to prepay, repay, redeem or purchase Indebtedness of the Issuer under any the Senior Secured Credit Agreement or any other Indebtedness (other than any Preferred Stock) of a Restricted Subsidiary that is not an the Issuer or a Subsidiary Guarantor (in each case other than Subordinated Obligations, Guarantor Subordinated Obligations or Indebtedness owed to BZ Holdings the Issuer or an Affiliate of BZ Holdings) within one year from the later of the date of such Asset Disposition or the receipt of such Net Available Cash; (B) to the extent BZ Holdings or such Restricted Subsidiary, as the case may be, elects, to acquire, make or improve Additional Assets within one year from the later of the date of such Asset Disposition or the receipt of such Net Available Cash; (C) to the extent of the balance of such Net Available Cash after application in accordance with clauses (A) and (B), to make an offer to the Holders of the Notes (and to holders of other Senior Indebtedness of Boise Paper Holdings designated by Boise Paper Holdings) to purchase Notes (and such other Senior Indebtedness of Boise Paper Holdings) pursuant to and subject to the conditions contained in this Indenture; and (D) to enter into binding commitments to take any of the actions described in clauses (A) and (BIssuer’s Affiliates), and take such actions within one year of entering into such commitment; provided, however, that that, in connection with any prepayment, repayment repayment, redemption or purchase of Indebtedness pursuant to this clause (A) or (C) abovea), BZ Holdings the Issuer or such Restricted Subsidiary shall permanently will retire such Indebtedness and shall will cause the related loan commitment (if any) to be permanently reduced in an amount equal to the principal amount so prepaid, repaid or purchased. Notwithstanding ; or (b) to invest in Additional Assets; provided that pending the foregoing provisions final application of this Section 4.06, BZ Holdings and the Restricted Subsidiaries will not be required to apply any such Net Available Cash in accordance with this Section 4.06 except to 4.16, the extent that the aggregate Issuer and its Restricted Subsidiaries may temporarily reduce Indebtedness or otherwise invest such Net Available Cash in any manner not prohibited by this Indenture. Any Net Available Cash from all Asset Dispositions which that is not applied or invested as provided in accordance with this covenant exceeds $20.0 million. Pending application of Net Available Cash pursuant to this Section 4.06, such Net Available Cash shall the preceding paragraph will be invested in Temporary Cash Investments or applied to temporarily reduce revolving credit Indebtedness. For the purposes of this Section 4.06(a), the following are deemed to be cash or cash equivalents: (1) constitute “Excess Proceeds.” Not later than the assumption or discharge day following the date that is one year from the later of Indebtedness the date of BZ Holdings (other than obligations in respect of Disqualified Stock of BZ Holdings) or any Restricted Subsidiary (other than obligations in respect of Disqualified Stock or Preferred Stock of an Issuer or a Subsidiary Guarantor) and the release of BZ Holdings or such Restricted Subsidiary from all liability on such Indebtedness in connection with such Asset Disposition; (2) securities received by BZ Holdings Disposition or any Restricted Subsidiary from the transferee that are converted by BZ Holdings or such Restricted Subsidiary into cash within 180 days after such Asset Disposition, to the extent of the cash received in that conversion; and (3) any Designated Non-cash Consideration received by BZ Holdings or any Restricted Subsidiary in an Asset Disposition having an aggregate Fair Market Value, taken together with all other Designated Non-cash Consideration received pursuant to this clause (3) (unless such Designated Non-cash Consideration has been converted into cash, which cash shall be treated after such conversion as Net Available Cash), not to exceed 7.5% of Consolidated Net Tangible Assets at the time of the receipt of such Designated Non-cash Consideration Net Available Cash, if the aggregate amount of Excess Proceeds exceeds $10.0 million, the Issuer will be required to make an offer (with the Fair Market Value of each item of Designated Non-cash Consideration being measured at the time received and without giving effect to subsequent changes in value). (b) In the event of an “Asset Disposition that requires the purchase of Notes (and other Senior Indebtedness of Boise Paper Holdings) pursuant to Section 4.06 (a)(3)(C), the Issuers shall purchase Notes tendered pursuant to an offer by the Issuers for the Notes (and such other Senior Indebtedness) (the “Offer”) to all Holders and to the extent required by the terms of other Pari Passu Indebtedness, to all holders of such Pari Passu Indebtedness outstanding with similar provisions requiring the Issuer to make an offer to purchase such Pari Passu Indebtedness with the proceeds from any Asset Disposition (“Pari Passu Notes”), to purchase the maximum principal amount of Notes and any such Pari Passu Notes, as applicable, to which the Asset Disposition Offer applies that may be purchased out of the Excess Proceeds, at a purchase an offer price of in cash in an amount equal to 100% of their the principal amount (or, in the event such other Senior Pari Passu Indebtedness of Boise Paper Holdings was the Issuer were issued with significant original issue discount, 100% of the accreted value with respect theretothereof) without premiumof the Notes and Pari Passu Notes, as applicable, plus accrued but and unpaid interest and Liquidated Damages, if any (or, or in respect of such other Senior Indebtedness of Boise Paper HoldingsPari Passu Indebtedness, such lesser price, if any, as may be provided for by the terms of such Senior Indebtedness) to the date of purchase (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date), in accordance with the procedures (including prorating in the event of oversubscription) set forth in Section 4.06(c)this Indenture or the agreements governing the Pari Passu Notes, as applicable, in each case in denominations of at least $2,000 or an integral multiple of $1,000 in excess thereof. If the aggregate purchase price principal amount of the securities tendered Notes surrendered by Holders thereof and other Pari Passu Notes, as applicable, surrendered by holders or lenders, collectively, exceeds the Net Available Cash allotted to their purchaseamount of Excess Proceeds, the Issuers Trustee shall select the securities Notes to be purchased on a pro rata basis but in round denominations, which in on the case basis of the Notes shall be denominations of $1,000 aggregate principal amount (subject to of tendered Notes and Pari Passu Notes, as applicable. To the $2,000 minimum denomination) or multiples thereof. If extent that the aggregate purchase price amount of the securities purchased Notes and Pari Passu Notes, as applicable, so validly tendered and not properly withdrawn pursuant to such offer in accordance with this Section 4.06 an Asset Disposition Offer is less than the Net Available Cash offered thereforExcess Proceeds, the Issuers Issuer may use any such excess Net Available Cash remaining Excess Proceeds for general corporate purposes or any purposes, subject to the other purpose, covenants contained in each case not prohibited by this Indenture. The Issuers shall not be required to make such an Offer to purchase Notes (and other Senior Indebtedness of Boise Paper Holdings) pursuant to this Section 4.06 if the Net Available Cash available therefor is less than $20.0 million (which lesser amount shall be carried forward for purposes of determining whether such an Offer is required with respect to the Net Available Cash from any subsequent Asset Disposition). Upon completion of such an Asset Disposition Offer, Net Available Cash shall be deemed to be reduced by the aggregate amount of such Offer (regardless of the amount of Notes tendered in such Offer). (1) PromptlyExcess Proceeds shall be reset at zero. The Asset Disposition Offer will remain open for a period of 20 Business Days following its commencement, and in any event within 10 days after the Issuers become obligated to make an Offer, the Issuers shall deliver except to the Trustee and send, extent that a longer period is required by first-class mail to each Holder, a written notice stating that the Holder may elect to have his Notes purchased by the Issuers either in whole or in part (subject to prorating as described in Section 4.06(b) in the event the Offer is oversubscribed) in integral multiples of $1,000 of principal amount (subject to the $2,000 minimum denomination), at the applicable purchase price. The notice shall specify a purchase date not less than 30 days nor more than 60 days after the date of such notice law (the “Asset Disposition Offer Period”). No later than five Business Days after the termination of the Asset Disposition Offer Period (the “Asset Disposition Purchase Date”), the Issuer will purchase the principal amount of Notes and Pari Passu Notes, as applicable, required to be purchased pursuant to this Section 4.16 (the “Asset Disposition Offer Amount”) or, if less than the Asset Disposition Offer Amount has been so validly tendered, all Notes and shall contain Pari Passu Notes, as applicable, validly tendered in response to the Asset Disposition Offer. If the Asset Disposition Purchase Date is on or after an interest record date and on or before the related interest payment date, any accrued and unpaid interest and Liquidated Damages, if any, will be paid to the Person in whose name a Note is registered at the close of business on such information concerning the business of BZ Holdings record date, and the Restricted Subsidiaries which the Issuers in good faith believe no further interest and Liquidated Damages, if any, will enable such be payable to Holders to make an informed decision and all instructions and materials necessary to who tender Notes pursuant to the Asset Disposition Offer. On or before the Asset Disposition Purchase Date, the Issuer will, to the extent lawful, accept for payment, on a pro rata basis to the extent necessary, the Asset Disposition Offer Amount of Notes and Pari Passu Notes or portions of Notes and Pari Passu Notes, as applicable, so validly tendered and not properly withdrawn pursuant to the Asset Disposition Offer, together with the information contained in clause (3). (2) Not later or if less than the date upon which written notice Asset Disposition Offer Amount has been validly tendered and not properly withdrawn, all Notes and Pari Passu Notes, as applicable, so validly tendered and not properly withdrawn, in each case in denominations of at least $2,000 or an Offer is delivered to the Trustee as provided below, the Issuers shall integral multiple of $1,000 in excess thereof. The Issuer will deliver to the Trustee an Officers’ Certificate as to (A) the amount of the Offer (the “Offer Amount”), including information as to any other Senior Indebtedness included in the Offer, (B) the allocation of the Net Available Cash from the Asset Dispositions pursuant to which such Offer is being made and (C) the compliance of such allocation with the provisions of Section 4.06(a) and (b). On such date, the Issuers shall also irrevocably deposit with the Trustee or with a Paying Agent (or, if an Issuer is acting as its own Paying Agent, segregate and hold in trust) in Temporary Cash Investments, maturing on the last day prior to the Purchase Date or on the Purchase Date if funds are immediately available by open of business, an amount equal to the Offer Amount to be held for payment in accordance with the provisions of this Section. If the Offer includes other Senior Indebtedness, the deposit described in the preceding sentence may be made with any other paying agent pursuant to arrangements satisfactory to the Trustee. Upon the expiration of the period for which the Offer remains open (the “Offer Period”), the Issuers shall deliver to the Trustee for cancellation the Notes or portions thereof which have been properly tendered to and are to be accepted by the Issuers. The Trustee shall, on the Purchase Date, mail or deliver payment (or cause the delivery of payment) to each tendering Holder in the amount of the purchase price. In the event that the aggregate purchase price of the Notes delivered by the Issuers to the Trustee is less than the Offer Amount applicable to the Notes, the Trustee shall deliver the excess to the Issuers immediately after the expiration of the Offer Period for application in accordance with this Section 4.06. (3) Holders electing to have a Note purchased shall be required to surrender the Note, with an appropriate form duly completed, to the Issuers at the address specified in the notice at least three Business Days prior to the Purchase Date. Holders shall be entitled to withdraw their election if the Trustee or an Issuer receives not later than one Business Day prior to the Purchase Date, a facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note which was delivered for purchase by the Holder and a statement that such Holder is withdrawing his election to have such Note purchased. Holders whose Notes are purchased only in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered. (4) At the time the Issuers deliver Notes to the Trustee which are to be accepted for purchase, the Issuers shall also deliver an Officers’ Officer’s Certificate stating that such Notes are to be or portions thereof were accepted for payment by the Issuers pursuant to and Issuer in accordance with the terms of this Section 4.064.16 and, in addition, the Issuer will deliver all certificates and notes required, if any, by the agreements governing the Pari Passu Notes. A Note shall be deemed The Issuer or the paying agent, as the case may be, will promptly (but in any case not later than five Business Days after the termination of the Asset Disposition Offer Period) mail or deliver to have been each tendering Holder or holder or lender of Pari Passu Notes, as applicable, an amount equal to the purchase price of the Notes or Pari Passu Notes so validly tendered and not properly withdrawn by such holder or lender, as the case may be, and accepted by the Issuer for purchase at purchase, and the time Issuer will promptly issue a new Note, and the Trustee, directly upon delivery of an Officer’s Certificate from the Issuer, will authenticate and mail or through deliver such new Note to such Holder, in a principal amount equal to any unpurchased portion of the Note surrendered; provided that each such new Note will be in a principal amount of $2,000 or an agentintegral multiple of $1,000 in excess thereof. In addition, mails the Issuer will take any and all other actions required by the agreements governing the Pari Passu Notes. Any Note not so accepted will be promptly mailed or delivers payment therefor delivered by the Issuer to the surrendering Holder. (d) Holder thereof. The Issuers Issuer will publicly announce the results of the Asset Disposition Offer on the Asset Disposition Purchase Date. The Issuer will comply, to the extent applicable, with the requirements of Section 14(e) Rule 14e-1 of the Exchange Act and any other securities laws or regulations in connection with the repurchase of Notes pursuant to this Section 4.06Indenture. To the extent that the provisions of any securities laws or regulations conflict with provisions of this Section 4.064.16, the Issuers shall Issuer will comply with the applicable securities laws and regulations and shall will not be deemed to have breached their its obligations under this Section 4.06 Indenture by virtue of their its compliance with such securities laws or regulations. For the purposes of clause (2) of the first paragraph of this Section 4.16, the following will be deemed to be cash: (1) the assumption by the transferee of Indebtedness (other than Subordinated Obligations) of the Issuer or Indebtedness of a Restricted Subsidiary (other than Guarantor Subordinated Obligations of any Subsidiary Guarantor) and the release of the Issuer or such Restricted Subsidiary from all liability on such Indebtedness in connection with such Asset Disposition, in which case the Issuer will, without further action, be deemed to have applied such deemed cash to Indebtedness in accordance with clause (3)(a) of the first paragraph of this Section 4.16; and (2) securities, notes or other obligations received by the Issuer or any Restricted Subsidiary from the transferee that are converted by the Issuer or such Restricted Subsidiary into cash within 90 days after receipt thereof. Notwithstanding the foregoing, the 75% limitation referred to in clause (2) of the first paragraph of this Section 4.16 shall be deemed satisfied with respect to any Asset Disposition in which the cash or Cash Equivalents portion of the consideration received therefrom, determined in accordance with the foregoing provision on an after-tax basis, is equal to or greater than what the after-tax proceeds would have been had such Asset Disposition complied with the aforementioned 75% limitation. The requirement of clause (3)(b) of the first paragraph of this Section 4.16 above shall be deemed to be satisfied if an agreement (including a lease, whether a capital lease or an operating lease) committing to make the acquisitions or expenditures referred to therein is entered into by the Issuer or its Restricted Subsidiary within the specified time period and such Net Available Cash is subsequently applied in accordance with such agreement within six months following such agreement.

Limitation on Sales of Assets and Subsidiary Stock. (a) BZ Holdings DCC shall not, and shall not permit any of its Restricted Subsidiaries Subsidiary to, directly or indirectly, consummate make any Asset Disposition unless: unless (1i) BZ Holdings DCC or such Restricted Subsidiary receives consideration (including by way of relief from, or by any other Person assuming sole responsibility for, any liabilities, contingent or otherwise) at the time of such Asset Disposition at least equal to the Fair Market Value (including fair market value, as to determined in good faith by the value board of all non-cash consideration) directors of DCC or such Restricted Subsidiary, as the case may be, of the shares and assets subject to such Asset Disposition; , (2ii) at least 7580% of the consideration thereof received by BZ Holdings DCC or such Restricted Subsidiary is in the form of cash or cash equivalents; and equivalents and (3iii) an amount equal to 100% of the Net Available Cash from such Asset Disposition is applied by BZ Holdings or such Restricted Subsidiary, as the case may be: (A) to the extent BZ Holdings DCC or such Restricted Subsidiary, as the case may be, elects (A) first, to ----- the extent the Issuers elect (or is are required by the terms of the Revolving Credit Agreement or any Indebtednesssecured refinancing thereof (including refinancings that increase the amount of Indebtedness outstanding to the extent otherwise permitted by this Indenture)), to prepay, repay, redeem or purchase Indebtedness of the Issuers or a Restricted Subsidiary of DCC outstanding under any the Revolving Credit Agreement or Indebtedness (other than any Preferred Stock) of a Restricted Subsidiary that is not an Issuer or a Subsidiary Guarantor (in each case other than Indebtedness owed such refinancing referred to BZ Holdings or an Affiliate of BZ Holdings) above within one year from the later of the date of such Asset Disposition or the receipt of such Net Available Cash; ; (B) second, to the extent BZ Holdings of the balance of Net Available Cash ------ after application in accordance with clause (A), to the extent DCC or such Restricted Subsidiary, as the case may be, Subsidiary elects, to acquire, make reinvest in Additional Assets (including by means of an Investment in Additional Assets by a Restricted Subsidiary with Net Available Cash received by DCC or improve another Restricted Subsidiary) within one year from the later of such Asset Disposition or the receipt of such Net Available Cash (or DCC or such a Restricted Subsidiary enters into an agreement to reinvest in Additional Assets within one year from the later of the date of such Asset Disposition or the receipt of such Net Available Cash; , which reinvestment must be consummated within 18 months from the later of such Asset Disposition or the receipt of such Available Net Cash); (C) third, to the extent of the balance of ----- such Net Available Cash after application in accordance with clauses (A) and (B), to make an offer to the Holders of the Notes Offer (and to holders of other Senior Indebtedness of Boise Paper Holdings designated by Boise Paper Holdingsas defined in Section 4.06(b)) to purchase Notes (and such other Senior Indebtedness of Boise Paper Holdings) Securities pursuant to and subject to the conditions contained in this Indenture; and (D) to enter into binding commitments to take any of the actions described in clauses (A) and (BSection 4.06(b), and take such actions within one year of entering into such commitment; provided, however, that -------- ------- that, if the Issuers elect (or are required by the terms of any other Senior Indebtedness of the Issuers or any Restricted Subsidiary), such Offer may be made ratably to purchase the Securities and other Senior Indebtedness of the Issuers or any Restricted Subsidiary and (D) fourth, to the extent of the ------ balance of such Net Available Cash after application in accordance with clauses (A), (B) and (C), for any other general corporate purpose not prohibited by this Indenture, including Restricted Payments; provided, however that, in connection -------- ------- with any prepayment, repayment or purchase of Indebtedness pursuant to clause (A), (C) or (CD) above, BZ Holdings DCC or such Restricted Subsidiary shall permanently retire such Indebtedness and shall cause the related loan commitment shall (if anya) to be permanently reduced in an amount equal to the principal amount so prepaid, repaid or purchased. Notwithstanding the foregoing provisions of this Section 4.06, BZ Holdings and the Restricted Subsidiaries will not be required to apply any Net Available Cash in accordance with this Section 4.06 except to the extent that the aggregate Net Available Cash from all Asset Dispositions which that is not applied in accordance with this covenant Section 4.06(a) exceeds $20.0 million5,000,000. Pending application The provisions of Net Available Cash pursuant to this Section 4.06, 4.06 shall not apply to any consideration received by DCC or any Restricted Subsidiary in connection with any sale of Excluded Assets undertaken in accordance with the terms of the Recapitalization Agreement to the extent that the aggregate amount of such Net Available Cash shall be invested in Temporary Cash Investments or applied to temporarily reduce revolving credit Indebtednessconsideration does not exceed $300,000. For the purposes of this Section 4.06(a)4.06, the following are deemed to be cash or cash equivalents: cash: (1x) the assumption or discharge of Indebtedness of BZ Holdings DCC (other than obligations in respect of Disqualified Stock of BZ HoldingsDCC) or any Restricted Subsidiary (other than obligations in respect of Disqualified Stock or Preferred Stock of an Issuer or a Subsidiary Guarantor) and the release of BZ Holdings DCC or such Restricted Subsidiary from all liability on such Indebtedness in connection with such Asset Disposition; , (2y) securities received by BZ Holdings DCC or any Restricted Subsidiary from the transferee that are promptly converted by BZ Holdings DCC or such Restricted Subsidiary into cash within 180 days after such Asset Disposition, to the extent of the cash received in that conversion; and and (3z) any Designated Non-cash Cash Consideration received by BZ Holdings DCC or any Restricted Subsidiary in an such Asset Disposition having an aggregate Fair Market Valuefair market value, taken together with all other Designated Non-cash Cash Consideration received pursuant to this clause (3z) (unless such Designated Non-cash Consideration has been converted into cash, which cash shall be treated after such conversion as Net Available Cash)that is at that time outstanding, not to exceed 7.53% of Consolidated Net Tangible Total Assets at the time of the receipt of such Designated Non-cash Cash Consideration (with the Fair Market Value fair market value of each item of Designated Non-cash Cash Consideration being measured at the time received and without giving effect to subsequent changes in value). (b) In the event of an Asset Disposition that requires the purchase of Notes Securities (and other Senior Indebtedness of Boise Paper Holdingsthe Issuers or any Restricted Subsidiary) pursuant to clause (a)(iii)(C) of this Section 4.06 (a)(3)(C)4.06, the Issuers shall be required to purchase Notes Securities (and other Senior Indebtedness of the Issuers or any Restricted Subsidiary) tendered pursuant to an offer by the Issuers for the Notes Securities (and such other Senior IndebtednessIndebtedness of the Issuers or any Restricted Subsidiary) (the “"Offer”") at a purchase price of 100% of their principal amount (or, in the event such other Senior Indebtedness of Boise Paper Holdings was issued with original issue discount, 100% of the accreted value with respect thereto) without premium, ) plus accrued but and unpaid interest (or, in respect of such other Senior Indebtedness of Boise Paper Holdings, such lesser priceand Additional Amounts, if any, as may be provided for by to the terms date of such Senior Indebtednesspurchase (subject to the right of holders of record on the relevant record date to receive interest due on the relevant payment date and Additional Amounts, if any, in respect thereof) in accordance with the procedures (including prorating prorationing in the event of oversubscription) set forth in Section 4.06(c4.06(d). If the aggregate purchase price of the securities tendered exceeds the Net Available Cash allotted to their purchase, Securities (and other Senior Indebtedness of the Issuers shall select the securities to be purchased on a pro rata basis but in round denominations, which in the case of the Notes shall be denominations of $1,000 principal amount (subject or any Restricted Subsidiary) tendered pursuant to the $2,000 minimum denomination) or multiples thereof. If the aggregate purchase price of the securities purchased pursuant to such offer in accordance with this Section 4.06 Offer is less than the Net Available Cash offered therefor, allotted to the Issuers may use any such excess Net Available Cash for general corporate purposes or any other purpose, in each case not prohibited by this Indenture. The Issuers shall not be required to make such an Offer to purchase Notes of the Securities (and other Senior Indebtedness of Boise Paper Holdings) pursuant to this Section 4.06 if the Net Available Cash available therefor is less than $20.0 million (which lesser amount shall be carried forward for purposes of determining whether such an Offer is required with respect to the Net Available Cash from any subsequent Asset Disposition). Upon completion of such an Offer, Net Available Cash shall be deemed to be reduced by the aggregate amount of such Offer (regardless of the amount of Notes tendered in such Offer). (1) Promptly, and in any event within 10 days after the Issuers become obligated to make an Offer, the Issuers shall deliver to the Trustee and send, by first-class mail to each Holder, a written notice stating that the Holder may elect to have his Notes purchased by the Issuers either in whole or in part (subject to prorating as described in Section 4.06(b) in the event the Offer is oversubscribed) in integral multiples of $1,000 of principal amount (subject to the $2,000 minimum denomination), at the applicable purchase price. The notice shall specify a purchase date not less than 30 days nor more than 60 days after the date of such notice (the “Purchase Date”) and shall contain such information concerning the business of BZ Holdings and the any Restricted Subsidiaries which the Issuers in good faith believe will enable such Holders to make an informed decision and all instructions and materials necessary to tender Notes pursuant to the Offer, together with the information contained in clause (3). (2) Not later than the date upon which written notice of an Offer is delivered to the Trustee as provided below, the Issuers shall deliver to the Trustee an Officers’ Certificate as to (A) the amount of the Offer (the “Offer Amount”), including information as to any other Senior Indebtedness included in the Offer, (B) the allocation of the Net Available Cash from the Asset Dispositions pursuant to which such Offer is being made and (C) the compliance of such allocation with the provisions of Section 4.06(a) and (b). On such date, the Issuers shall also irrevocably deposit with the Trustee or with a Paying Agent (or, if an Issuer is acting as its own Paying Agent, segregate and hold in trust) in Temporary Cash Investments, maturing on the last day prior to the Purchase Date or on the Purchase Date if funds are immediately available by open of business, an amount equal to the Offer Amount to be held for payment in accordance with the provisions of this Section. If the Offer includes other Senior Indebtedness, the deposit described in the preceding sentence may be made with any other paying agent pursuant to arrangements satisfactory to the Trustee. Upon the expiration of the period for which the Offer remains open (the “Offer Period”Subsidiary), the Issuers shall deliver to apply the Trustee for cancellation the Notes or portions thereof which have been properly tendered to and are to be accepted by the Issuers. The Trustee shall, on the Purchase Date, mail or deliver payment (or cause the delivery of payment) to each tendering Holder in the amount of the purchase price. In the event that the aggregate purchase price of the Notes delivered by the Issuers to the Trustee is less than the Offer Amount applicable to the Notes, the Trustee shall deliver the excess to the Issuers immediately after the expiration of the Offer Period for application remaining Net Available Cash in accordance with this Section 4.06. clause (3a)(iii)(D) Holders electing to have a Note purchased shall be required to surrender the Note, with an appropriate form duly completed, to the Issuers at the address specified in the notice at least three Business Days prior to the Purchase Date. Holders shall be entitled to withdraw their election if the Trustee or an Issuer receives not later than one Business Day prior to the Purchase Date, a facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note which was delivered for purchase by the Holder and a statement that such Holder is withdrawing his election to have such Note purchased. Holders whose Notes are purchased only in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered. (4) At the time the Issuers deliver Notes to the Trustee which are to be accepted for purchase, the Issuers shall also deliver an Officers’ Certificate stating that such Notes are to be accepted by the Issuers pursuant to and in accordance with the terms of this Section 4.06. A Note shall be deemed to have been accepted for purchase at the time the Trustee, directly or through an agent, mails or delivers payment therefor to the surrendering Holder. (d) The Issuers will comply, to the extent applicable, with the requirements of Section 14(e) of the Exchange Act and any other securities laws or regulations in connection with the repurchase of Notes pursuant to this Section 4.06. To the extent that the provisions of any securities laws or regulations conflict with provisions of this Section 4.06, the Issuers shall comply with the applicable securities laws and regulations and shall not be deemed to have breached their obligations under this Section 4.06 by virtue of their compliance with such securities laws or regulations.Section

Limitation on Sales of Assets and Subsidiary Stock. (a) BZ Holdings The Issuer shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, consummate make any Asset Disposition unless: (1) BZ Holdings or such Restricted Subsidiary receives consideration at the time of such Asset Disposition at least equal to the Fair Market Value (including as to the value of all non-cash consideration) of the shares and assets subject to such Asset Disposition; (2) at least 75% of the consideration thereof received by BZ Holdings or such Restricted Subsidiary is in the form of cash or cash equivalents; and (3) an amount equal to 100% of the Net Available Cash from such Asset Disposition is applied by BZ Holdings Issuer or such Restricted Subsidiary, as the case may be, receives consideration (including by way of relief from, or by any other Person assuming responsibility for, any liabilities, contingent or otherwise) at least equal to the fair market value (such fair market value to be determined on the date of contractually agreeing to such Asset Disposition), as determined in good faith by the Board of Directors of Holdings, of the shares and assets subject to such Asset Disposition (including, for the avoidance of doubt, if such Asset Disposition is a Permitted Asset Swap); (2) in any such Asset Disposition, or series of related Asset Dispositions (except to the extent the Asset Disposition is a Permitted Asset Swap), at least 75% of the consideration from such Asset Disposition (including by way of relief from, or by any other Person assuming responsibility for, any liabilities, contingent or otherwise) received by the Issuer or such Restricted Subsidiary, as the case may be, is in the form of cash or Cash Equivalents; (3) the Issuer or any of its Restricted Subsidiaries, will apply 100% of the Net Available Cash from any Asset Disposition: (Ai) to the extent BZ Holdings the Issuer or such any Restricted Subsidiary, as the case may be, elects (or is required by the terms of any Indebtedness), (A) to prepay, repay, redeem repay or purchase any Indebtedness under any Credit Agreement of a Non-Guarantor Subsidiary or Indebtedness (other than any Preferred Stock) of a Restricted Subsidiary that is not an Issuer or secured by a Subsidiary Guarantor Lien (in each case case, other than Indebtedness owed to BZ Holdings the Issuer or an Affiliate of BZ Holdingsany Restricted Subsidiary) or any First Lien Obligations, including Indebtedness under the Credit Agreement (or any Refinancing Indebtedness in respect thereof) within one year 450 days from the later of (1) the date of such Asset Disposition or and (2) the receipt of such Net Available Cash; (B) to the extent BZ Holdings or such Restricted Subsidiary, as the case may be, elects, to acquire, make or improve Additional Assets within one year from the later of the date of such Asset Disposition or the receipt of such Net Available Cash; (C) to the extent of the balance of such Net Available Cash after application in accordance with clauses (A) and (B), to make an offer to the Holders of the Notes (and to holders of other Senior Indebtedness of Boise Paper Holdings designated by Boise Paper Holdings) to purchase Notes (and such other Senior Indebtedness of Boise Paper Holdings) pursuant to and subject to the conditions contained in this Indenture; and (D) to enter into binding commitments to take any of the actions described in clauses (A) and (B), and take such actions within one year of entering into such commitment; provided, however, that that, in connection with any prepayment, repayment or purchase of Indebtedness pursuant to this clause (A) ), the Issuer or (C) above, BZ Holdings or such Restricted Subsidiary shall permanently will retire such Indebtedness and shall will cause the related loan commitment (if any) to be permanently reduced in an amount equal to the principal amount so prepaid, repaid or purchased. Notwithstanding ; or (B) to prepay, repay or purchase Senior Indebtedness; provided that, to the foregoing extent the Issuer redeems, repays or repurchases Senior Indebtedness pursuant to this clause (B), the Issuer shall equally and ratably reduce Obligations under the Notes as provided under Section 5.7, through open-market purchases (to the extent such purchases are at or above 100% of the principal amount thereof) or by making an offer (in accordance with the procedures set forth below for an Asset Disposition Offer) to all Holders to purchase their Notes at 100% of the principal amount thereof, plus the amount of accrued but unpaid interest, if any, on the amount of Notes that would otherwise be prepaid; provided further that in addition to the foregoing, the Net Available Cash from an Asset Disposition of Collateral may not be applied to prepay, repay or purchase any Indebtedness other than First Lien Obligations, and/or (ii) to the extent the Issuer or any Restricted Subsidiary elects, to invest in or commit to invest in Additional Assets (including by means of an investment in Additional Assets by a Restricted Subsidiary with Net Available Cash received by the Issuer or another Restricted Subsidiary) within 450 days from the later of (A) the date of such Asset Disposition and (B) the receipt of such Net Available Cash; provided, however, that a binding agreement shall be treated as a permitted application of Net Available Cash from the date of such commitment with the good faith expectation that such Net Available Cash will be applied to satisfy such commitment within 180 days of such commitment (an “Acceptable Commitment”) and, in the event any Acceptable Commitment is later cancelled or terminated for any reason before the Net Available Cash is applied in connection therewith, the Issuer or such Restricted Subsidiary enters into another Acceptable Commitment (a “Second Commitment”) within 180 days of such cancellation or termination; provided, further that if any Second Commitment is later cancelled or terminated for any reason before such Net Available Cash is applied, then such Net Available Cash shall constitute Excess Proceeds; and (4) if such Asset Disposition involves the disposition of Collateral, the Issuer or such Subsidiary has complied with the applicable provisions of this Section 4.06, BZ Holdings Supplemental Indenture and the Restricted Subsidiaries will not be required to apply Collateral Documents; provided, however, that, pending the final application of any such Net Available Cash in accordance with Section 3.5(a)(3)(i) or (ii), the Issuer and its Restricted Subsidiaries may temporarily reduce Indebtedness or otherwise use such Net Available Cash in any manner not prohibited by this Supplemental Indenture. (b) Any Net Available Cash from Asset Dispositions that is not applied or invested or committed to be applied or invested as provided in Section 3.5(a) shall be deemed to constitute “Excess Proceeds” under this Supplemental Indenture. On the 451st day after an Asset Disposition or the receipt of such Net Available Cash, if the aggregate amount of Excess Proceeds under this Supplemental Indenture exceeds $200,000,000, the Issuer shall within ten (10) Business Days be required to make an offer (“Asset Disposition Offer”) to all Holders of Notes issued under this Supplemental Indenture and, to the extent the Issuer elects, to all holders of other outstanding First Lien Obligations (and only to the extent the Excess Proceeds are greater than the outstanding First Lien Obligations, Senior Indebtedness), to purchase the maximum principal amount of Notes and any such First Lien Obligations (and, if applicable, Senior Indebtedness) to which the Asset Disposition Offer applies that may be purchased out of the Excess Proceeds, at an offer price equal to 100% of the principal amount of the Notes and First Lien Obligations (and, if applicable, Senior Indebtedness), in each case, plus accrued and unpaid interest, if any, to, but not including, the date of purchase, in accordance with the procedures set forth in this Supplemental Indenture or the agreements governing the First Lien Obligations (and, if applicable, Senior Indebtedness), as applicable, and, with respect to the Notes, in minimum denominations of $2,000 and in integral multiples of $1,000 in excess thereof. The Issuer shall deliver notice of such Asset Disposition Offer electronically or by first-class mail, with a copy to the Trustee, to each Holder of Notes at the address of such Holder appearing in the security register or otherwise in accordance with the applicable procedures of DTC, describing the transaction or transactions that constitute the Asset Disposition and offering to repurchase the Notes for the specified purchase price on the date specified in the notice, which date shall be no earlier than 30 days and no later than 60 days from the date such notice is delivered, pursuant to the procedures required by this Supplemental Indenture and described in such notice. (c) To the extent that the aggregate amount of Notes and First Lien Obligations (and, if applicable, Senior Indebtedness) so validly tendered and not properly withdrawn pursuant to an Asset Disposition Offer is less than the Excess Proceeds, the Issuer may use any remaining Excess Proceeds for any purpose not prohibited by this Supplemental Indenture. If the aggregate principal amount of the Notes surrendered in any Asset Disposition Offer by Holders and other First Lien Obligations surrendered by holders or lenders, collectively, exceeds the amount of Excess Proceeds, the Excess Proceeds shall be allocated among the Notes and First Lien Obligations to be purchased on a pro rata basis on the basis of the aggregate principal amount of tendered Notes and First Lien Obligations; provided that no Notes or other First Lien Obligations shall be selected and purchased in an unauthorized denomination. Upon completion of any Asset Disposition Offer, the amount of Excess Proceeds will be reset at zero. (d) To the extent that any portion of Net Available Cash payable in respect of the Notes is denominated in a currency other than U.S. dollars, the amount thereof payable in respect of the Notes shall not exceed the net amount of funds in U.S. dollars that is actually received by the Issuer upon converting such portion into U.S. dollars. (e) Notwithstanding any other provisions of this Section 4.06 except 3.5, (i) to the extent that any of or all the Net Available Cash of any Asset Disposition by a Foreign Subsidiary (a “Foreign Disposition”) is prohibited or delayed by applicable local law, or would give rise to a violation of a third-party agreement of the Issuer or any Restricted Subsidiary, from being repatriated to the United States, the portion of such Net Available Cash so affected will not be required to be applied in compliance with this Section 3.5, and such amounts may be retained by the applicable Foreign Subsidiary so long, but only so long, as the applicable local law or third-party agreement will not permit repatriation to the United States (the Issuer hereby agreeing to use reasonable efforts (as determined in the Issuer’s reasonable business judgment) to otherwise cause the applicable Foreign Subsidiary to within one year following the date on which the respective payment would otherwise have been required, to promptly take all actions reasonably required by the applicable local law or third-party agreement to permit such repatriation), and if within one year following the date on which the respective payment would otherwise have been required, such repatriation of any of such affected Net Available Cash is permitted under the applicable local law or third-party agreement, such repatriation will be promptly effected and such repatriated Net Available Cash will be promptly (and in any event not later than five (5) Business Days after such repatriation could be made) applied (net of additional Taxes payable or reserved against as a result thereof) in compliance with this Section 3.5 and (ii) to the extent that the aggregate Issuer has determined in good faith that repatriation of any of or all the Net Available Cash from all Asset Dispositions which is not applied in accordance of any Foreign Disposition would have an adverse Tax cost consequence with this covenant exceeds $20.0 million. Pending application of Net Available Cash pursuant respect to this Section 4.06, such Net Available Cash shall (which for the avoidance of doubt, includes, but is not limited to, any prepayment whereby doing so the Issuer, any Restricted Subsidiary or any of their respective affiliates would incur a tax liability, including a tax dividend, deemed dividend pursuant to Code Section 956 or a withholding tax), the Net Available Cash so affected may be invested in Temporary Cash Investments retained by the applicable Foreign Subsidiary. The non-application of any prepayment amounts as a consequence of the foregoing provisions will not, for the avoidance of doubt, constitute a Default or applied to temporarily reduce revolving credit Indebtedness. an Event of Default. (f) For the purposes of this Section 4.06(a3.5(a)(2), the following are will be deemed to be cash or cash equivalentscash: (1i) the assumption or discharge by the transferee of Indebtedness or other liabilities contingent or otherwise of BZ Holdings (other than obligations in respect of Disqualified Stock of BZ Holdings) the Issuer or any a Restricted Subsidiary (other than obligations in respect Subordinated Indebtedness of Disqualified Stock or Preferred Stock of an the Issuer or a Subsidiary Guarantor) and the release of BZ Holdings the Issuer or such Restricted Subsidiary from all liability on such Indebtedness or other liability in connection with such Asset Disposition; (ii) securities, notes or other obligations received by the Issuer or any Restricted Subsidiary of the Issuer from the transferee that are converted by the Issuer or such Restricted Subsidiary into cash or Cash Equivalents within 180 days following the closing of such Asset Disposition; (iii) Indebtedness of any Restricted Subsidiary that is no longer a Restricted Subsidiary as a result of such Asset Disposition, to the extent that the Issuer and each other Restricted Subsidiary are released from any Guarantee of payment of such Indebtedness in connection with such Asset Disposition; (2iv) securities consideration consisting of Indebtedness of the Issuer (other than Subordinated Indebtedness) received by BZ Holdings after the Issue Date from Persons who are not the Issuer or any Restricted Subsidiary from the transferee that are converted by BZ Holdings or such Restricted Subsidiary into cash within 180 days after such Asset Disposition, to the extent of the cash received in that conversionSubsidiary; and (3v) any Designated Non-cash Cash Consideration received by BZ Holdings the Issuer or any Restricted Subsidiary in an such Asset Disposition Dispositions having an aggregate Fair Market Valuefair market value, taken together with all other Designated Non-cash Cash Consideration received pursuant to this clause (3) (unless such Designated Non-cash Consideration has been converted into cash, which cash shall be treated after such conversion as Net Available Cash)Section 3.5 that is at that time outstanding, not to exceed 7.5the greater of $650,000,000 and 3.0% of Consolidated Net Tangible Total Assets at the time of the receipt of such Designated Non-cash Consideration (with the Fair Market Value fair market value of each item of Designated Non-cash Cash Consideration being measured at the time received and without giving effect to subsequent changes in value). (bg) In Upon the event commencement of an Asset Disposition that requires the purchase of Notes (and other Senior Indebtedness of Boise Paper Holdings) pursuant to Section 4.06 (a)(3)(C)Offer, the Issuers Issuer shall purchase Notes tendered pursuant send, or cause to an offer be sent, electronically or by first class mail, a notice to the Issuers for the Notes (Trustee and such other Senior Indebtedness) (the “Offer”) to each Holder at a purchase price of 100% of their principal amount (orits registered address, in the event such other Senior Indebtedness of Boise Paper Holdings was issued with original issue discount, 100% of the accreted value with respect thereto) without premium, plus accrued but unpaid interest (or, in respect of such other Senior Indebtedness of Boise Paper Holdings, such lesser price, if any, as may be provided for by the terms of such Senior Indebtedness) in accordance with the applicable procedures (including prorating in the event of oversubscription) set forth in Section 4.06(c). If the aggregate purchase price of the securities tendered exceeds the Net Available Cash allotted to their purchase, the Issuers shall select the securities to be purchased on a pro rata basis but in round denominations, which in the case of the Notes shall be denominations of $1,000 principal amount (subject to the $2,000 minimum denomination) or multiples thereof. If the aggregate purchase price of the securities purchased pursuant to such offer in accordance with this Section 4.06 is less than the Net Available Cash offered therefor, the Issuers may use any such excess Net Available Cash for general corporate purposes or any other purpose, in each case not prohibited by this Indenture. The Issuers shall not be required to make such an Offer to purchase Notes (and other Senior Indebtedness of Boise Paper Holdings) pursuant to this Section 4.06 if the Net Available Cash available therefor is less than $20.0 million (which lesser amount shall be carried forward for purposes of determining whether such an Offer is required with respect to the Net Available Cash from any subsequent Asset Disposition). Upon completion of such an Offer, Net Available Cash shall be deemed to be reduced by the aggregate amount of such Offer (regardless of the amount of Notes tendered in such Offer). (1) Promptly, and in any event within 10 days after the Issuers become obligated to make an Offer, the Issuers shall deliver to the Trustee and send, by first-class mail to each Holder, a written notice stating that the Holder may elect to have his Notes purchased by the Issuers either in whole or in part (subject to prorating as described in Section 4.06(b) in the event the Offer is oversubscribed) in integral multiples of $1,000 of principal amount (subject to the $2,000 minimum denomination), at the applicable purchase priceDTC. The notice shall specify a purchase date not less than 30 days nor more than 60 days after the date of such notice (the “Purchase Date”) and shall contain such information concerning the business of BZ Holdings and the Restricted Subsidiaries which the Issuers in good faith believe will enable such Holders to make an informed decision and all instructions and materials necessary to enable such Holder to tender Notes pursuant to the Asset Disposition Offer. Any Asset Disposition Offer shall be made to all Holders. The notice, which shall govern the terms of the Asset Disposition Offer, together with shall state: (1) that the information contained in clause Asset Disposition Offer is being made pursuant to this Section 3.5 and that, to the extent lawful, all Notes tendered and not withdrawn shall be accepted for payment (3unless prorated).; (2) Not the Asset Disposition payment amount, the Asset Disposition offered price, and the date on which Notes tendered and accepted for payment shall be purchased, which date shall be at least 30 days and not later than 60 days from the date upon which written notice of an Offer such notices is delivered to the Trustee as provided below, the Issuers shall deliver to the Trustee an Officers’ Certificate as to (A) the amount of the Offer mailed (the “Offer AmountAsset Sale Payment Date”), including information as to ; (3) that any other Senior Indebtedness included in the Offer, (B) the allocation of the Net Available Cash from the Asset Dispositions pursuant to which such Offer is being made and (C) the compliance of such allocation with the provisions of Section 4.06(a) and (b). On such date, the Issuers shall also irrevocably deposit with the Trustee Notes not tendered or with a Paying Agent (or, if an Issuer is acting as its own Paying Agent, segregate and hold in trust) in Temporary Cash Investments, maturing on the last day prior to the Purchase Date or on the Purchase Date if funds are immediately available by open of business, an amount equal to the Offer Amount to be held accepted for payment shall continue to accrue interest in accordance with the provisions of this Section. If terms thereof; (4) that, unless the Offer includes other Senior IndebtednessIssuer defaults in making such payment, the deposit described in the preceding sentence may be made with any other paying agent Notes accepted for payment pursuant to arrangements satisfactory the Asset Disposition Offer shall cease to the Trustee. Upon the expiration of the period for which the Offer remains open (the “Offer Period”), the Issuers shall deliver to the Trustee for cancellation the Notes or portions thereof which have been properly tendered to accrue interest on and are to be accepted by the Issuers. The Trustee shall, on the Purchase Date, mail or deliver payment (or cause the delivery of payment) to each tendering Holder in the amount of the purchase price. In the event that the aggregate purchase price of the Notes delivered by the Issuers to the Trustee is less than the Offer Amount applicable to the Notes, the Trustee shall deliver the excess to the Issuers immediately after the expiration of the Offer Period for application in accordance with this Section 4.06.Asset Sale Payment Date; (35) that Holders electing to have a Note any Notes purchased pursuant to any Asset Disposition Offer shall be required to surrender the NoteNotes, with an appropriate the form duly entitled “Option of Holder to Elect Purchase” on the reverse of the Note completed, to the Issuers Paying Agent at the address specified in the notice at least three (3) Business Days prior to before the Purchase Asset Sale Payment Date. ; (6) that Holders shall be entitled to withdraw their election if the Trustee or an Issuer receives Paying Agent receives, not later than one two (2) Business Day Days prior to the Purchase Asset Sale Payment Date, a facsimile transmission or letter notice setting forth the name of the Holder, the principal amount of the Note which was the Holder delivered for purchase by the Holder and a statement that such Holder is withdrawing his its election to have such Note purchased. ; (7) that if the aggregate principal amount of Notes surrendered by Holders exceeds the Asset Disposition payment amount, the Issuer shall select the Notes to be purchased on a pro rata basis (with such adjustments as may be deemed appropriate by the Issuer so that only Notes in denominations of $2,000 or integral multiples of $1,000 remain outstanding after purchase); and (8) that Holders whose Notes are were purchased only in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrenderedsurrendered (or transferred by book-entry). (4h) At If the time Asset Sale Payment Date is on or after a record date and on or before the Issuers deliver related interest payment date, any accrued and unpaid interest shall be paid to the Person in whose name a Note is registered at the close of business on such record date, and no other interest shall be payable to Holders who tender Notes pursuant to the Asset Disposition Offer. (i) On the Asset Sale Payment Date, the Issuer will, to the extent permitted by law, (1) accept for payment all Notes issued by it or portions thereof properly tendered pursuant to the Asset Disposition Offer, (2) deposit with the Paying Agent an amount equal to the aggregate Asset Disposition payment in respect of all Notes or portions thereof so tendered, and (3) deliver, or cause to be delivered, to the Trustee which are for cancellation the Notes so accepted together with an Officer’s Certificate to be accepted for purchase, the Issuers shall also deliver an Officers’ Certificate Trustee stating that such Notes are to be accepted by the Issuers pursuant to and in accordance with the terms of this Section 4.06. A Note shall be deemed to or portions thereof have been accepted for purchase at the time the Trustee, directly or through an agent, mails or delivers payment therefor tendered to the surrendering Holder. (d) The Issuers will comply, to the extent applicable, with the requirements of Section 14(e) of the Exchange Act and any other securities laws or regulations in connection with the repurchase of Notes pursuant to this Section 4.06. To the extent that the provisions of any securities laws or regulations conflict with provisions of this Section 4.06, the Issuers shall comply with the applicable securities laws and regulations and shall not be deemed to have breached their obligations under this Section 4.06 by virtue of their compliance with such securities laws or regulations.a

Limitation on Sales of Assets and Subsidiary Stock. (a) BZ Holdings The Company shall not, and shall not permit any of its Restricted Subsidiaries Subsidiary to, directly or indirectly, consummate any Asset Disposition unless: (1) BZ Holdings the Company or such Restricted Subsidiary receives consideration at the time of such Asset Disposition at least equal to the Fair Market Value fair market value (including as to the value of all non-cash consideration) ), as determined in good faith by the Board of Directors or by any Senior Officer of the Company if such fair market value is less than $5.0 million, of the shares and assets subject to such Asset Disposition; (2) except to the extent the Company or a Restricted Subsidiary receives Additional Assets in exchange for such Asset Disposition, at least 75% of the consideration thereof received by BZ Holdings the Company or such Restricted Subsidiary is in the form of cash or cash equivalents; and (3) an amount equal to 100% of the Net Available Cash from such Asset Disposition is applied by BZ Holdings the Company (or such Restricted Subsidiary, as the case may be:) (A) first, to the extent BZ Holdings or such Restricted Subsidiary, as the case may be, Company elects (or is required by the terms of any Indebtedness), to prepay, repay, redeem or purchase Senior Indebtedness under any Credit Agreement of the Company or Indebtedness (other than any Preferred Disqualified Stock) of a Restricted Wholly Owned Subsidiary that is not an Issuer or a Subsidiary Guarantor (in each case other than Indebtedness owed to BZ Holdings the Company or an Affiliate of BZ Holdingsthe Company) within one year from the later of the date of such Asset Disposition or the receipt of such Net Available Cash; (B) second, to the extent BZ Holdings or of the balance of such Restricted SubsidiaryNet Available Cash after application in accordance with clause (A), as to the case may be, extent the Company elects, to acquire, make or improve acquire Additional Assets within one year from the later of the date of such Asset Disposition or the receipt of such Net Available Cash;; and (C) third, to the extent of the balance of such Net Available Cash remaining after application in accordance with clauses (A) and (B), to make an offer to the Holders of the Notes Securities (and to holders of other Senior Indebtedness of Boise Paper Holdings the Company designated by Boise Paper Holdingsthe Company) to purchase Notes Securities (and such other Senior Indebtedness of Boise Paper Holdingsthe Company) pursuant to and subject to the conditions contained in this Indenture; and (D) to enter into binding commitments to take any of the actions described in clauses (A) and (B), and take such actions within one year of entering into such commitment; provided, however, that in connection with any prepayment, repayment or purchase of Indebtedness pursuant to clause (A) or (C) above, BZ Holdings the Company or such Restricted Subsidiary shall permanently retire such Indebtedness and shall cause the related loan commitment (if any) to be permanently reduced in an amount equal to the principal amount so prepaid, repaid or purchased. Notwithstanding the foregoing provisions of this Section 4.06, BZ Holdings the Company and the Restricted Subsidiaries will shall not be required to apply any Net Available Cash in accordance with this Section 4.06 except to the extent that the aggregate Net Available Cash from all Asset Dispositions which is not applied in accordance with this covenant Section 4.06 exceeds $20.0 10.0 million. Pending application of Net Available Cash pursuant to this Section 4.06, such Net Available Cash shall be invested in Temporary Cash Investments or applied to temporarily reduce revolving credit Indebtednessindebtedness. For the purposes of this Section 4.06(a)4.06, the following are deemed to be cash or cash equivalents: (1) the assumption or discharge of Indebtedness of BZ Holdings the Company (other than obligations in respect of Disqualified Stock of BZ Holdingsthe Company) or any Restricted Subsidiary (other than obligations in respect of Disqualified Stock or Preferred Stock of an Issuer or a Subsidiary Guarantor) and the release of BZ Holdings the Company or such Restricted Subsidiary from all liability on such Indebtedness in connection with such Asset Disposition;; and (2) securities received by BZ Holdings the Company or any Restricted Subsidiary from the transferee that are converted by BZ Holdings the Company or such Restricted Subsidiary into cash within 180 days after from the date of receipt of such Asset Dispositionsecurities, to the extent of the cash received in that conversion; and (3) any Designated Non-cash Consideration received by BZ Holdings or any Restricted Subsidiary in an Asset Disposition having an aggregate Fair Market Value, taken together with all other Designated Non-cash Consideration received pursuant to this clause (3) (unless such Designated Non-cash Consideration has been converted into cash, which cash shall be treated after such conversion as Net Available Cash), not to exceed 7.5% of Consolidated Net Tangible Assets at the time of the receipt of such Designated Non-cash Consideration (with the Fair Market Value of each item of Designated Non-cash Consideration being measured at the time received and without giving effect to subsequent changes in value). (b) In the event of an Asset Disposition that requires the purchase of Notes Securities (and other Senior Indebtedness of Boise Paper Holdingsthe Company) pursuant to Section 4.06 clause (a)(3)(C)) of this Section 4.06, the Issuers Company shall purchase Notes Securities tendered pursuant to an offer by the Issuers Company for the Notes Securities (and such other Senior Indebtedness) (the “"Offer”") at a purchase price of 100% of their principal amount (or, or in the event such other Senior Indebtedness of Boise Paper Holdings the Company was issued with significant original issue discount, 100% of the accreted value with respect thereto) thereof), without premium, plus accrued but unpaid interest (or, in respect of such other Senior Indebtedness of Boise Paper Holdingsthe Company, such lesser price, if any, as may be provided for by the terms of such Senior Indebtedness) in accordance with the procedures (including prorating in the event of oversubscription) set forth in Section 4.06(c)this Indenture. If the aggregate purchase price of the securities tendered exceeds the Net Available Cash allotted to their purchase, the Issuers Company shall select the securities to be purchased on a pro rata basis but in round denominations, which in the case of the Notes shall Securities will be denominations of $1,000 principal amount (subject to the $2,000 minimum denomination) or multiples thereof. If the aggregate purchase price of the securities purchased pursuant to such offer in accordance with this Section 4.06 is less than the Net Available Cash offered therefor, the Issuers may use any such excess Net Available Cash for general corporate purposes or any other purpose, in each case not prohibited by this Indenture. The Issuers Company shall not be required to make such an Offer to purchase Notes Securities (and other Senior Indebtedness of Boise Paper Holdingsthe Company) pursuant to this Section 4.06 if the Net Available Cash available therefor is less than $20.0 10.0 million (which lesser amount shall be carried forward for purposes of determining whether such an Offer is required with respect to the Net Available Cash from any subsequent Asset Disposition). Upon completion of such an Offeroffer to purchase, Net Available Cash shall will be deemed to be reduced by the aggregate amount of such Offer (regardless of the amount of Notes tendered in such Offer)reset to zero. (1) Promptly, and in any event within 10 days after the Issuers become Company becomes obligated to make an Offer, the Issuers Company shall deliver to the Trustee and send, by first-class mail to each Holder, a written notice stating that the Holder may elect to have his Notes Securities purchased by the Issuers Company either in whole or in part (subject to prorating as described in Section 4.06(b) in the event the Offer is oversubscribed) in integral multiples of $1,000 of principal amount (subject to the $2,000 minimum denomination)amount, at the applicable purchase price. The notice shall specify a purchase date not less than 30 days nor more than 60 days after the date of such notice (the “"Purchase Date”") and shall contain such information concerning the business of BZ Holdings and the Restricted Subsidiaries Company which the Issuers Company in good faith believe believes will enable such Holders to make an informed decision and all instructions and materials necessary to tender Notes Securities pursuant to the Offer, together with the information contained in clause (3). (2) Not later than the date upon which written notice of an Offer is delivered to the Trustee as provided below, the Issuers Company shall deliver to the Trustee an Officers’ Certificate as to (A) the amount of the Offer (the “Offer Amount”), including information as to any other Senior Indebtedness included in the Offer, (B) the allocation of the Net Available Cash from the Asset Dispositions pursuant to which such Offer is being made and (C) the compliance of such allocation with the provisions of Section 4.06(a) and (b). On such date, the Issuers shall also irrevocably deposit with the Trustee or with a Paying Agent (or, if an Issuer is acting as its own Paying Agent, segregate and hold in trust) in Temporary Cash Investments, maturing on the last day prior to the Purchase Date or on the Purchase Date if funds are immediately available by open of business, an amount equal to the Offer Amount to be held for payment in accordance with the provisions of this Section. If the Offer includes other Senior Indebtedness, the deposit described in the preceding sentence may be made with any other paying agent pursuant to arrangements satisfactory to the Trustee. Upon the expiration of the period for which the Offer remains open (the “Offer Period”), the Issuers shall deliver to the Trustee for cancellation the Notes or portions thereof which have been properly tendered to and are to be accepted by the Issuers. The Trustee shall, on the Purchase Date, mail or deliver payment (or cause the delivery of payment) to each tendering Holder in the amount of the purchase price. In the event that the aggregate purchase price of the Notes delivered by the Issuers to the Trustee is less than the Offer Amount applicable to the Notes, the Trustee shall deliver the excess to the Issuers immediately after the expiration of the Offer Period for application in accordance with this Section 4.06. (3) Holders electing to have a Note purchased shall be required to surrender the Note, with an appropriate form duly completed, to the Issuers at the address specified in the notice at least three Business Days prior to the Purchase Date. Holders shall be entitled to withdraw their election if the Trustee or an Issuer receives not later than one Business Day prior to the Purchase Date, a facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note which was delivered for purchase by the Holder and a statement that such Holder is withdrawing his election to have such Note purchased. Holders whose Notes are purchased only in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered. (4) At the time the Issuers deliver Notes to the Trustee which are to be accepted for purchase, the Issuers shall also deliver an Officers’ Certificate stating that such Notes are to be accepted by the Issuers pursuant to and in accordance with the terms of this Section 4.06. A Note shall be deemed to have been accepted for purchase at the time the Trustee, directly or through an agent, mails or delivers payment therefor to the surrendering Holder. (d) The Issuers will comply, to the extent applicable, with the requirements of Section 14(e) of the Exchange Act and any other securities laws or regulations in connection with the repurchase of Notes pursuant to this Section 4.06. To the extent that the provisions of any securities laws or regulations conflict with provisions of this Section 4.06, the Issuers shall comply with the applicable securities laws and regulations and shall not be deemed to have breached their obligations under this Section 4.06 by virtue of their compliance with such securities laws or regulations.the