Intercompany Promissory Note

Exhibit 10.9


INTERCOMPANY PROMISSORY NOTE


$264,798,660.05 February 4, 2005


FOR VALUE RECEIVED, Boise Cascade, L.L.C., a limited liability company under the laws of Delaware ("DEBTOR"), hereby promises to pay to the order of Boise Land & Timber Corp., a Delaware corporation ("LENDER"), on [February 4, 2015] (the "MATURITY DATE"), the principal sum of


Two hundred sixty four million seven hundred ninety-eight thousand six hundred
sixty and 05/100 Dollars ($264,798,660.05)


or such lesser principal amount then outstanding, together with all accrued and unpaid interest thereon. Interest on the principal amount of this Note shall accrue from and including the date hereof to and including the date such principal amount is paid, at the rate of eight percent (8%) per annum, compounded annually, on the unpaid principal amount of this Note outstanding from time to time. To the extent not paid in cash on June 30 or December 31 of any year, interest which has accrued on the principal amount outstanding during the six-month period (or other period in the case of the initial interest payment date) ending upon each such interest payment shall be added to principal. Interest shall be computed on the basis of a 360-day year and the actual number of days elapsed. Accrued interest shall be payable upon demand or at maturity.


Notwithstanding anything to the contrary contained herein, including the stated principal amount above, from time to time after the original date of issuance of this Note, the Lender may (in its sole discretion) make additional loans (each, an "ADDITIONAL LOAN" and together with the loan made on the original date of issuance, the "LOANS") to the Debtor and/or the Debtor's subsidiaries. In the event that any Additional Loan is made, the Lender may (by written notice to the Debtor) elect to have such Additional Loan treated as a loan to the Debtor evidenced by this Note. The date and amount of all Loans shall be noted by the Lender on SCHEDULE I attached hereto and made a part hereof (which SCHEDULE I may be updated by the Lender in its sole discretion); PROVIDED, however, that the failure of the Lender to make, or any error in making, any such notation shall not limit, expand or otherwise affect the obligations of the Debtor hereunder.


Debtor may pay this Note in whole or in part without penalty or premium at any time prior to the Maturit ...