ASSIGNMENT ASSUMPTION AND CONSENT AGREEMENT

EXHIBIT 10.1

ASSIGNMENT ASSUMPTION AND CONSENT AGREEMENT

THIS ASSIGNMENT ASSUMPTION AND CONSENT AGREEMENT (this “Assignment and Consent”) is entered into as of the 29th day of October, 2004, by and among Boise Cascade Corporation, a Delaware corporation (to be renamed OfficeMax Incorporated on November 1, 2004) (the “Assignor”), Boise White Paper, L.L.C., a Delaware limited liability company (the “Assignee”), and OfficeMax Contract, Inc., a Delaware corporation (formerly Boise Cascade Office Products Corporation) d/b/a Boise Office Solutions, and OfficeMax North America, Inc., an Ohio corporation (formerly OfficeMax, Inc.) (the “Consenting Parties”).

RECITALS

WHEREAS, Assignor and the Consenting Parties are parties to the Paper Purchase Agreement Term Sheet, dated April 28, 2004 (the “BOS Paper Sales Agreement”), in the form attached as Exhibit A;

WHEREAS, on October 29th, 2004 (the “Closing”), and pursuant to that certain Asset Purchase Agreement, dated July 26, 2004, by and among Assignor, Boise Southern Company, a Louisiana general partnership, and Minidoka Paper Company, a Delaware corporation (collectively, the “Sellers”), and Forest Products Holdings, L.L.C., a Delaware limited liability company (“Holdings”), and Boise Land & Timber Corp., a Delaware corporation (the “Purchase Agreement”), Assignee, along with Holdings and the Permitted Affiliate Purchasers (as defined in the Purchase Agreement), will purchase Assets of the Sellers and certain of their Subsidiaries and Affiliates (as defined in the Purchase Agreement).

WHEREAS, Assignor desires to assign its rights and delegate its obligations under the BOS Paper Sales Agreement to Assignee as provided below;

WHEREAS, in connection with the transactions contemplated by the Purchase Agreement, Assignor will change its legal name to OfficeMax Incorporated, effective on November 1, 2004;

WHEREAS, Assignee has agreed to accept Assignor’s rights and assume Assignor’s obligations under the BOS Paper Sales Agreement;

WHEREAS, immediately upon the assignment to and assumption by Assignee of the BOS Paper Sales Agreement, Assignor, Assignee and Consenting Parties desire to amend and restate the BOS Paper Sales Agreement in substantially the form of Paper Purchase Agreement attached as Exhibit B; and

WHEREAS, the Consenting Parties consent to such assignment on the terms set forth herein.

NOW, THEREFORE, for good and valuable consideration, including the covenants of the parties herein, the parties agree as follows:

1. Effective upon the consummation of the Closing, Assignor docs hereby assign all of its rights and delegate all of its obligations under the BOS Paper Sales Agreement to Assignee and Assignee hereby accepts all rights and assume all obligations of Assignor under the BOS Paper Sales Agreement.

2.     The Consenting Parties hereby consent to the assignment and assumption described in the foregoing paragraph 1.

3.     Immediately upon the consummation of the Closing, the Assignee and the Consenting Parties hereby agree that the BOS Paper Sales Agreement is amended and restated in the form of the Paper Purchase Agreement attached hereto as Exhibit B and each party does simultaneously herewith affix its signature to such Paper Purchase Agreement, dated October 29, 2004.

4.     This Assignment and Consent may be executed in two or more counterparts, each of which will be an original and all of which together shall constitute one and the same agreement binding on all of the parties thereto.

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IN WITNESS WHEREOF, this Assignment and Consent was made and executed on October 29, 2004.

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PAPER PURCHASE AGREEMENT

1.             Parties:

1.1           Seller:  Boise White Paper, L.L.C., a Delaware limited liability company.

1.2           Purchaser/s:

1.2.1        Boise Cascade Corporation (to be renamed OfficeMax Incorporated on November 1, 2004), a Delaware corporation, and all of its current and future affiliates and majority and wholly-owned subsidiaries including OfficeMax Contract, Inc., OfficeMax North America, Inc., Grand & Toy Limited of Canada, and its Australian and New Zealand operations.

1.3           The parties hereto acknowledge that this Agreement forms an integral part of the value of the acquired business under the Asset Purchase Agreement dated July 26, 2004, and Seller would not have entered into the Asset Purchase Agreement or paid the purchase price thereunder without the benefit of this Agreement.  The parties hereto covenant to operate as good business partners and use their reasonable best efforts to cooperate with the other party hereto in order to facilitate compliance with and performance of this Agreement and to further the other party’s business objectives and prospects.

2.             Products:

2.1           Pursuant to this agreement, Purchasers will purchase all of their North American requirements for “office papers” exclusively from Seller to the extent that Seller is capable and desirous of producing and supplying such paper products, subject to the terms and conditions set forth herein.  Products which are being purchased by Purchasers from Seller currently are set forth in Exhibit A.  Seller shall update Exhibit A periodically to reflect the products being sold hereunder.

2.2           “Office Papers” shall include the following categories:

2.2.1        Products produced and sold by Seller to Purchasers today which are described by SKU in Exhibit A as either “commodity” or “value add” products (“Current Commodity Products” and “Current Value Add Products” respectively).

2.2.1.1  Pricing and terms of sale for Current Commodity Products and Current Value Add Products are set forth in Exhibit A.

2.2.1.2 During periods when price increases have been announced and are pending implementation, unless Seller otherwise agrees, Purchasers shall not purchase more than [*****]% of the average monthly volume purchased for the particular product during the prior three months.

2.2.1.3   During the term of this Agreement, Purchasers shall use their best efforts to market and sell Current Commodity Products and Current Value Add Products, on a SKU by SKU basis, at levels that equal at least [*****]% of the prior year’s volume determined as follows (“Minimum Level”):   By the fifth day of each month, the parties shall determine the aggregate amount of product purchased from Seller on a SKU by SKU basis during the prior three calendar months (“Current Volume”).  The parties shall compare the Current Volume purchased from Seller to the volume purchased from Seller for each SKU during the same three month period of the prior year.  If the Current Volume for any SKU during any such three month period is not at least [*****]% of the prior year’s volume for the same three month period, the discount for such products shall be adjusted as follows until such time as Purchasers reach the Minimum Level:

2.2.1.4   Notwithstanding Section 2.2.1.3 hereof, if Purchasers determine that they wish to completely discontinue the sale of a particular Current Value Add Product, Purchaser shall notify Seller in writing of its intent to do so.  Purchaser shall continue selling the Current Value Add Product for at least 90 days following such notice and the pricing adjustments set forth in Section 2.2.1.3 shall become effective immediately upon the date of the notice for all product shipped thereafter.  Any decision by Purchaser to resume the sale of such Current Value Add Product, or other Office Paper, shall be subject to Section 2.1.

* Confidential treatment is requested; filed separately with the Securities and Exchange Commission.

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2.2.2        Products purchased from other paper producers which (a) can’t be produced by Seller, or (b) Seller chooses not to produce, and are distributed and sold to Purchasers by Seller (current products are described by SKU in Exhibit A) (“Distributed Products”).

2.2.2.1   Pricing and terms of sale for current Distributed Products are set forth in Exhibit A.

2.2.2.2   From time to time, the parties may mutually agree to have Seller purchase products produced by other paper producers (which can’t be produced by Seller or which Seller chooses not to produce) and manage the purchasing and distribution of such products on behalf of Purchaser.  Seller and Purchasers shall determine the price for such products.  If the parties can’t agree on a price, Purchasers may purchase such product directly from the other producers and Seller shall have no obligation to distribute or warehouse such products.

2.2.3        Branded paper products of non-paper producers which can be produced by Seller, such as Xerox, HP, and IBM branded papers (“OEM Products”).  Purchasers’ purchases of OEM paper shall not exceed 110% of the volume purchased in the prior year by SKU.

2.2.3.1   Purchasers shall use their best efforts to cause the sellers of OEM Products to use paper produced by Seller when Seller can produce such paper and wishes to make such paper for the OEM.  Purchasers shall obtain a copy of the quotes of the other paper producers for such OEM products and shall share a copy with Seller.  Seller shall have the opportunity to meet the price of the other producer and if Seller chooses to do so, Purchasers shall cause the OEM to use Seller’s paper.  Purchasers and Seller shall closely cooperate with respect to such opportunities but Purchaser shall not be required to pay more for the OEM product with Seller produced paper.

2.2.4        Premium grade branded products produced by other paper manufacturers such as Hammermill (“Premium Non-Boise Products”).

2.2.4.1   Purchasers shall be permitted to purchase premium grades of papers produced by other paper manufacturers provided, however, that if Seller produces a competing premium paper, Purchasers shall purchase the paper from Seller unless a customer specifies the other competing brand; it being understood that Purchasers will encourage and promote the sale of Seller’s products.

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2.2.5        New paper products that Purchasers wish to sell that can be produced by Seller (“New Products”).  Such products shall be added to Exhibit A.

2.2.5.1   Seller shall be entitled to produce and sell to Purchaser hereunder any new commodity grade products which can be produced by Seller and which Seller wishes to produce.  The price for such product shall be determined in a manner consistent with the pricing methodology used to price Current Commodity Products.  Any such product shall be added to Exhibit A.

2.2.5.2   Seller shall be entitled to produce and sell to Purchaser hereunder any new value add product which can be produced by Seller and Seller wishes to produce.  Pricing for such product shall be determined in a manner consistent with the pricing methodology used to price Current Value Add Products.  If the parties cannot agree on a price for the value add New Product, Purchasers may elect to have other paper producers produce such product provided, however, that Seller shall have the right to meet the price and terms of sale of any competing producer in which case Purchaser will purchase its requirements for the New Product from seller in such volumes as seller may specify.

2.2.5.3   In the case of new commodity grade products, Purchasers shall notify Seller of the new specification and allow Seller 90 days to qualify its paper.  Purchasers’ approval of Seller as a qualified producer shall not be unreasonably withheld.  In the case of new value add products, Purchaser shall notify Seller of the new specification and allow Seller 90 days to qualify the product.  Purchasers’ approval of Seller as a qualified producer shall not be unreasonably withheld.

2.2.6        With respect to any product produced by Seller and sold to Purchaser either today or in the future, non-material changes to such product, including but not limited to changes in SKU number, shades, brightness, basis weight, branding, or labeling, shall not be considered New Products but shall be considered as existing products and price adjustments, if any, shall be consistent with pricing for current Commodity Products and Current Value Add Products.  Such products shall be added to Exhibit A.

3.             Purchase and Sale:

3.1.          Purchasers shall not be placed on allocation, unless and until a notice of termination is delivered pursuant to Section 4.3 hereof in which event such allocation shall be on a ratable basis with Seller’s other customers.  If Purchasers order more paper than Seller can produce, Seller shall either purchase paper for resale to Purchasers at the then current prices

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(including Seller’s charge for its actual cost in handling such paper) or allow Purchasers to obtain an alternate source of supply for the requirements in excess of Seller’s capacity.

3.2           The parties shall share only such market information as is legally permissible.

3.3           General terms and conditions are attached as Exhibit C.

3.4           The parties shall keep the net pricing terms of this agreement strictly confidential.  Net pricing for products shall not be disclosed within the parties’ respective organizations except on a strict need-to-know basis and in no case shall any sales representatives of any party be told of the net pricing hereunder.

4.             Term of Agreement:  Subject to earlier termination pursuant to Section 8 of Exhibit D, the term shall be as follows:

4.1           Initial Term – January 1, 2004 to December 31, 2012.

4.2           Renewal Term – This Agreement shall renew automatically for additional one-year terms subject to a notice of termination pursuant to Section 4.3 hereof.

4.3           Termination – To terminate this agreement, a party must deliver a written notice of termination at least 365 days prior to the end of the then current term and such termination shall be effective on the last day of such Initial Term or any renewal term, but subject to the following phase-down period.  Following the notice of termination, Purchasers shall reduce their purchases of then Current Commodity Products and then Current Value Add Products ratably by SKU over a four year period commencing on January 1 of the year following the last year of the then current term.  The price adjustments set forth in Section 2.2.1.3 (and the other terms of this Agreement) shall apply during the mandatory four year phase down period.  In no event shall any termination result in (a) an elimination of such phase down period; or(b) commencement of the phase down period prior to January 1, 2013.

5.             Miscellaneous:

5.1           Accounts described in Exhibit C shall have “grandfathered” pricing for the period noted in Exhibit C.

5.2           Truckload drop shipments are defined as customers who commit to purchasing at least three full truckloads per month for shipment direct from Seller’s mill or RSC to the end user customer.  Seller and Purchasers may agree on a different price for truckload drop shipments.

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5.3           Promotions – Nothing shall preclude Seller and Purchasers from periodically agreeing on special promotional pricing.  It is expected that such promotional pricing will be for a set volume of Paper, be of limited duration, and result in incremental sales of Paper.

5.4           Seller shall have no obligation to make additional payments for promotions or catalogue materials and shall be included in Purchaser’s “Boise Marketing Works” programs and any related or similar programs of Purchasers in the future.

6.             Agreement:

6.1           This Agreement will supersede all prior agreements between Seller and Purchasers, including, but not limited to the following:

6.1.1        Paper Sales Agreement dated April 1, 1995, between Seller and Boise Cascade Office Products Corporation.

6.1.2        Any domestic Vendor Profile between Seller and OfficeMax.

This Agreement has been agreed upon and executed by the parties as of April 28, 2004.  The effective date shall be January 1, 2004.

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EXHIBIT A

PRODUCTS LIST AND PRODUCT PRICING

1.             Commodity Products:  Net pricing for each product identified in this exhibit as a “commodity product” shall be as set forth in this exhibit.  [*****]

2.             Value Add Product Pricing:  Net pricing for each product identified herein as a “value add product” shall be priced as follows, subject to adjustment under Sections 2.2.1.3 and ▇.▇.▇.▇:

2.1  Pricing for value add products identified in this schedule with the designation of “Negotiated” in the pricing rule column shall be determined by the price at which Seller sells products of like kind, quality and quantity to other unrelated purchasers and Purchasers’ price for such products shall be the [*****].

2.2  For products which are produced by Seller solely for Purchasers and designated by the term “Sole Purchaser,”  Seller and Purchasers shall negotiate a price.  If the parties can’t agree on a price, Purchaser may solicit prices for comparable products and quantities from other producers provided that Seller shall have the right to meet any such prices.

2.3  Several of the value add products in this exhibit are purchased from other producers and the name of the current producer is noted in the “producer” column.  Such products shall be sold to Purchasers at the prices noted in the pricing rule column, as may be adjusted from time to time.

* Confidential treatment is requested; filed separately with the Securities and Exchange Commission.

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3.             Prices for Grand & Toy products shall be determined by converting the prices set forth in this exhibit to Canadian dollars using the exchange rate set forth in the Wall Street Journal on the last business day of the previous month.  Payments shall be made in Canadian currency.

4.             All products shall be priced and invoiced at time of shipment, F.O.B. seller’s dock (Mill, RSC, or Warehouse), freight prepaid and allowed.

5.             Terms are net [*****]days from date of invoice.  Payments shall be made via electronic funds transfers.  Purchaser shall be entitled to a [*****]% prompt pay discount for payments made within [*****]days.  The prompt pay discount will be based on the [*****].

6.             In order to preserve the confidentiality of the pricing hereunder, [*****].

* Confidential treatment is requested; filed separately with the Securities and Exchange Commission.

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Exhibit A - Commodity and Value-Add Cutsheet SKUs

* Confidential treatment is requested; filed separately with the Securities and Exchange Commission.

* Confidential treatment is requested; filed separately with the Securities and Exchange Commission.

* Confidential treatment is requested; filed separately with the Securities and Exchange Commission.

* Confidential treatment is requested; filed separately with the Securities and Exchange Commission.