Quarterly Report — Form 10-Q — Sect. 13 / 15(d) – SEA’34 Filing Table of Contents
Document/ExhibitDescriptionPagesSize
1: 10-Q Quarterly Report HTML 894K
2: EX-3.1 Amended and Restated Certificate of Incorporation HTML 80K
3: EX-3.2 Amended and Restated Bylaws HTML 146K
4: EX-10.1 2016 Omnibus Incentive Plan HTML 135K
5: EX-10.2 Third Amendment to Amended and Restated Credit HTML 39K
Agreement
6: EX-10.3 Joinder and Revolver Increase Agreement HTML 53K
7: EX-31.1 Section 302 CEO Certification HTML 28K
8: EX-31.2 Section 302 CFO Certification HTML 27K
9: EX-32.1 Section 906 CEO Certification HTML 23K
10: EX-32.2 Section 906 CFO Certification HTML 23K
17: R1 Document and Entity Information Document HTML 39K
18: R2 Consolidated Statements of Operations HTML 77K
19: R3 Consolidated Statements of Comprehensive Income HTML 42K
20: R4 Consolidated Statements of Comprehensive Income HTML 29K
Parenthetical
21: R5 Consolidated Balance Sheets HTML 124K
22: R6 Consolidated Balance Sheets Parenthetical HTML 39K
23: R7 Consolidated Statements of Cash Flows HTML 99K
24: R8 Nature of Operations and Consolidation HTML 27K
25: R9 Summary of Significant Accounting Policies HTML 80K
26: R10 Income Taxes HTML 29K
27: R11 Net Income Per Common Share HTML 53K
28: R12 Acquisitions HTML 63K
29: R13 Goodwill and Intangible Assets HTML 69K
30: R14 Debt HTML 63K
31: R15 Retirement and Benefit Plans HTML 46K
32: R16 Stock-Based Compensation HTML 71K
33: R17 Stockholders' Equity HTML 54K
34: R18 Transactions With Related Party HTML 30K
35: R19 Segment Information HTML 276K
36: R20 Commitments, Legal Proceedings and Contingencies, HTML 25K
and Guarantees
37: R21 Consolidating Guarantor and Nonguarantor Financial HTML 1.10M
Information
38: R22 Summary of Significant Accounting Policies HTML 58K
(Policies)
39: R23 Summary of Significant Accounting Policies HTML 52K
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40: R24 Net Income Per Common Share (Tables) HTML 47K
41: R25 Acquisitions (Tables) HTML 56K
42: R26 Goodwill and Intangible Assets (Tables) HTML 65K
43: R27 Debt (Tables) HTML 34K
44: R28 Retirement and Benefit Plans (Tables) HTML 43K
45: R29 Stock-Based Compensation (Tables) HTML 61K
46: R30 Stockholders' Equity (Tables) HTML 46K
47: R31 Segment Information (Tables) HTML 272K
48: R32 Consolidating Guarantor and Nonguarantor Financial HTML 1.10M
Information (Tables)
49: R33 Nature of Operations and Consolidation (Details) HTML 21K
50: R34 Summary of Significant Accounting Policies HTML 84K
(Details)
51: R35 Summary of Significant Accounting Policies HTML 30K
(Details 2)
52: R36 Summary of Significant Accounting Policies HTML 48K
(Details 3)
53: R37 Income Taxes (Details) HTML 31K
54: R38 Net Income Per Common Share (Details) HTML 47K
55: R39 Acquisitions (Details) HTML 89K
56: R40 Goodwill and Intangible Assets (Details) HTML 58K
57: R41 Debt (Details) HTML 114K
58: R42 Asset-Based Revolving Credit Facility (Details) HTML 84K
59: R43 Retirement and Benefit Plans (Details) HTML 45K
60: R44 Stock-Based Compensation (Details) HTML 121K
61: R45 Stockholders' Equity (Details) HTML 55K
62: R46 Transactions With Related Party (Details) HTML 34K
63: R47 Segment Information (Details) HTML 68K
64: R48 Reconciliation of Net Income (Loss) to EBITDA HTML 40K
(Details)
65: R49 Consolidating Guarantor and Nonguarantor Financial HTML 24K
Information Consolidating Guarantor and
Nonguarantor Financial Information (Details)
66: R50 Consolidating Statements of Comprehensive Income HTML 141K
(Loss) (Details)
67: R51 Consolidating Balance Sheets (Details) HTML 211K
68: R52 Consolidating Statements of Cash Flows (Details) HTML 173K
70: XML IDEA XML File -- Filing Summary XML 115K
69: EXCEL IDEA Workbook of Financial Reports XLSX 90K
11: EX-101.INS XBRL Instance -- bcc-20160630 XML 5.30M
13: EX-101.CAL XBRL Calculations -- bcc-20160630_cal XML 183K
14: EX-101.DEF XBRL Definitions -- bcc-20160630_def XML 617K
15: EX-101.LAB XBRL Labels -- bcc-20160630_lab XML 1.41M
16: EX-101.PRE XBRL Presentations -- bcc-20160630_pre XML 904K
12: EX-101.SCH XBRL Schema -- bcc-20160630 XSD 125K
71: ZIP XBRL Zipped Folder -- 0001328581-16-000256-xbrl Zip 285K
‘EX-10.3’ — Joinder and Revolver Increase Agreement
This Joinder and Revolver Increase Agreement Regarding Amended and Restated Credit Agreement (this “Agreement”) is dated as of June 30, 2016, and is between ZB, N.A. DBA ZIONS FIRST NATIONAL BANK (the “New Revolving Lender”), WELLS FARGO CAPITAL FINANCE, LLC, a Delaware limited liability company, as administrative agent for the Lenders (as defined in the Credit Agreement (as hereinafter
defined)) (in that capacity, “Agent”), BOISE CASCADE COMPANY, a Delaware corporation (“Boise Cascade”), and the Subsidiaries of Boise Cascade identified as Borrowers on the signature pages hereof (such Subsidiaries, together with Boise Cascade, “Borrowers”).
WHEREAS, the Lenders, Agent, and Borrowers entered into an Amended and Restated Credit Agreement dated as of May 15, 2015 (as amended, restated, supplemented, or otherwise modified before the date of this Agreement, the “Credit Agreement”);
WHEREAS,
pursuant to Section 2.4(g) of the Credit Agreement, Borrowers desire to increase the Maximum Revolver Amount by an amount equal to $20,000,000 (the “Increase”); and
WHEREAS, in connection with the Increase, the New Revolving Lender desires to become a Lender under the Credit Agreement.
NOW, THEREFORE, for and in consideration of the premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
1. Definitions. Defined terms used but not defined in this Agreement are as defined in the Credit Agreement.
2. Joinder.
(a) The
New Revolving Lender (i) confirms that it has received copies of the Credit Agreement and the other Loan Documents, together with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement; (ii) agrees that it will, independently and without reliance upon Agent or any Lender, based upon such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking any action under the Loan Documents; (iii) appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers under the Loan Documents as are delegated to Agent by the terms thereof, together with such powers as are reasonably incidental thereto; and (iv) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents
are required to be performed by it as a Lender.
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(b) As of the Agreement Effective Date (as defined in Section 5 hereof), the New Revolving Lender shall be a party to the Credit Agreement and, to the extent of its Revolver Commitment set forth on Schedule C-1 to the Credit Agreement (as amended hereby), have the rights and obligations of a Lender thereunder and under the other Loan Documents.
3. Revolver Increase. Subject to the satisfaction of the conditions to the Agreement Effective Date set forth in Section 5 hereof,
the parties hereto, pursuant to the terms of Section 2.4(g) of the Credit Agreement, hereby agree as follows:
(a) The definition of “Maximum Revolver Amount” in Schedule 1.1 to the Credit Agreement is hereby amended and restated in its entirety to read as follows:
“Maximum Revolver Amount” means $370,000,000, decreased by the amount of reductions in the Revolver Commitments made in accordance with Section 2.4(c)(i) of the Agreement.
(b) Schedule C-1 to the Credit Agreement is hereby amended and restated in its entirety as set forth on Schedule C-1 hereto.
4. Representations. To
induce Agent to enter into this Agreement, each Borrower hereby represents to Agent as of the date hereof as follows:
(a) that such Borrower is duly authorized to execute and deliver this Agreement, and that each Loan Party is duly authorized to perform its obligations under the Loan Documents to which it is a party;
(b) that the execution and delivery of this Agreement by such Borrower do not and will not violate any material provision of federal, state or local law or regulation applicable to it or of their respective Governing Documents, or of any order, judgment, or decree of any court or other Governmental Authority binding on them;
(c) that this Agreement is a legal, valid, and binding obligation
of each Loan Party hereto, enforceable against such Loan Party in accordance with its terms, except as enforcement is limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors’ rights generally;
(d) that, as of the Agreement Effective Date and after giving effect to this Agreement, the representations and warranties set forth in Section 4 of the Credit Agreement are true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof), in each case with the same effect as if such representations and warranties had been made on the Agreement Effective Date, except to the extent that any such representation or warranty expressly relates to an earlier date;
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(e) that,
as of the Agreement Effective Date and after giving effect to this Agreement, no Default or Event of Default has occurred and is continuing; and
(f) that this Agreement may be effected without the consent or other approval of any Lender (other than the New Revolving Lender) pursuant to Section 2.4(g)(iv) of the Credit Agreement.
5. Conditions. This Agreement shall become effective on the date each of the following conditions have been met (such date, the “Agreement Effective Date”):
(a) this Agreement shall have been executed and delivered by Agent, the New Revolving Lender and Borrowers, and acknowledged by (i) the Revolving Lenders
identified on the Revolving Lender Acknowledgment attached hereto and (ii) the Guarantors;
(b) Agent shall have received a certificate of each Loan Party dated as of the date hereof signed by the Secretary of such Loan Party as to the matters set forth in Section 2.4(g)(v) of the Credit Agreement, in form and substance reasonably satisfactory to Agent;
(c) Agent shall have received the forms prescribed by the Internal Revenue Service of the United States certifying as to the New Revolving Lender’s status for purposes of determining exemption from United States withholding taxes with respect to all payments to be made to the New Revolving Lender under the Credit Agreement or such other documents as are necessary to indicate that all such payments are subject to such rates at a rate reduced
by an applicable tax treaty, in each case in form satisfactory to Agent; and
(d) Agent shall have received the administrative details of the New Revolving Lender, in form satisfactory to Agent.
Agent’s delivery to Boise Cascade of a copy of this Agreement executed by all necessary parties described in this Section 5 shall be deemed evidence that the Agreement Effective Date has occurred.
6. Revolver Increase Processing Fee. In connection with the Increase and the joinder described in Section 2 hereof, Agent hereby waives payment of the processing fee in the amount of $3,500 in accordance with Section 2.4(g)(iv) of the Credit Agreement.
7. Miscellaneous. (a)
This Agreement is governed by, and is to be construed in accordance with, the laws of the State of New York. Each provision of this Agreement is severable from every other provision of this Agreement for the purpose of determining the legal enforceability of any specific provision.
(b) Except as specifically modified by the terms of this Agreement, all other terms and provisions of the Credit Agreement and the other Loan Documents are incorporated by reference in this Agreement and in all respects continue in full force and effect. Each Borrower, by execution of this Agreement, and each Guarantor, by acknowledgement of this Agreement, hereby reaffirms, assumes, and binds itself to all applicable obligations, duties, rights, covenants, terms, and conditions that are contained
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in
the Credit Agreement (as amended hereby) and the other Loan Documents (including the granting of any Liens for the benefit of Agent and the Lenders).
(c) This Agreement is a Loan Document. Each Borrower acknowledges that Agent’s reasonable costs and expenses (including reasonable attorneys’ fees) incurred in connection with this Agreement constitute Lender Group Expenses.
(d) The parties may sign this Agreement in several counterparts, each of which will be deemed to be an original but all of which together will constitute one instrument. Delivery of an executed counterpart of a signature page of this Agreement by facsimile or in electronic (i.e., “pdf” or “tif”) format shall be effective as delivery of a manually executed counterpart of this Agreement.
[SIGNATURE
PAGES TO FOLLOW]
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The parties are signing this Joinder and Revolver Increase Agreement Regarding Amended and Restated Credit Agreement as of the date stated in the introductory clause.
BOISE CASCADE COMPANY, a Delaware corporation, as a Borrower
[Signature page to Joinder and Revolver Increase Agreement Regarding
Amended and Restated Credit Agreement]
REVOLVING
LENDER ACKNOWLEDGMENT
As of the date first written above, each of the undersigned Revolving Lenders hereby (1) acknowledges that it has received a copy of the foregoing Joinder and Revolver Increase Agreement Regarding Amended and Restated Credit Agreement dated as of June 30, 2016 (the “Agreement”), (2) acknowledges and agrees to the Increase and to the modifications set forth in Section 3 of the Agreement and (3) evidences its decision to decline participation in the Increase in accordance with Section 2.4(g)(ii) of the Credit Agreement (as defined in the Agreement). Capitalized terms used but not defined in this paragraph are as defined in the Agreement or, if not defined therein, in the Credit Agreement.
