EXHIBIT 10.2


 


SECURITYHOLDERS
AGREEMENT


 


THIS SECURITYHOLDERS AGREEMENT (this “Agreement”) is made and
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, “BCC”), FOREST PRODUCTS HOLDINGS
L.L.C., a Delaware limited liability company (“FPH”), and BOISE CASCADE
HOLDINGS, L.L.C., a Delaware corporation (“Boise Holdings”).


 


R
E C I T A L S


 


WHEREAS, BCC, FPH and Timber Holding Co., a Delaware corporation (“Timber
Holding Co.”) are parties to that certain Asset Purchase Agreement, dated
as of July 26, 2004 (as amended from time to time in accordance with its
terms, the “Asset Purchase Agreement”);


 


WHEREAS, pursuant to and subject to the terms and conditions of the
Asset Purchase Agreement, at the closing of the transactions contemplated
thereby, certain wholly-owned Subsidiaries of Boise Holdings are acquiring
substantially all of assets of the forest products business of BCC and certain
of its Subsidiaries (other than the timberland assets), and certain of Timber
Holding Co.’s Affiliates are acquiring substantially all of the timberland
assets of BCC and in connection therewith, BCC is acquiring units of Boise
Holdings;


 


WHEREAS, FPH recognizes that BCC has substantial experience and
expertise in the ownership, management and operation of a forest products
business;


 


WHEREAS, BCC, FPH and Boise Holdings desire to enter into this
Agreement to set forth certain arrangements with respect to the ownership,
operation and management of Boise Holdings and its Subsidiaries; and


 


WHEREAS, the execution and delivery of this Agreement is a condition to
each of BCC’s and FPH’s respective obligations to effect the Closing (as
defined in the Asset Purchase Agreement).


 


NOW, THEREFORE, in consideration of the foregoing and of the mutual
covenants and undertakings contained herein, and subject to and on the terms
and conditions herein set forth, the parties hereto agree as follows:


 


ARTICLE I


DEFINITIONS AND TERMS


 


1.1                                 Certain Definitions. As used herein, the following terms shall
have the meanings set forth or as referenced below:


 


“Affiliate” shall mean, with respect to any Person, any other
Person directly or indirectly controlling, controlled by or under common
control with such first Person as of the 


 





















 


date
on which, or at any time during the period for which, the determination of
affiliation is being made. For the purpose of this definition, “control” means (i) the
ownership or control of 50% or more of the equity interest in any Person, or (ii) the
ability to direct or cause the direction of the management or affairs of a
Person, whether through the direct or indirect ownership of voting interests,
by contract or otherwise.


 


“Agreement” shall mean this Agreement, including the exhibits
hereto, as the same may be amended or supplemented from time to time in
accordance with the terms hereof.


 


“Applicable Percentage” shall mean (i) if there are five (5) or
more members of the Board then in office, 80% or more, (ii) if there are
four (4) members of the Board then in office, 75% or more, and (iii) if
there are three (3) members of the Board then in office, 66% or more.


 


“Asset Purchase Agreement” shall have the meaning set forth in
the Recitals hereto.


 


“Board” shall mean the Board of Managers of Boise Holdings.


 


“BCC Holders” shall collectively refer to: (i) BCC; and (ii) any
other Securityholders who directly or indirectly acquire any Units from BCC,
other than Securityholders who directly or indirectly acquire Units from BCC
pursuant to an Initial Period Pro-Rata Tag-Along as provided in subsection 5.3(b)(ii) below.


 


“BCC Registrable Securities” shall have the meaning set forth in
the Registration Rights Agreement.


 


“BCH LLC Agreement” shall mean that certain limited liability
company agreement of Boise Cascade Holdings, L.L.C., dated as of October 29,
2004 and effective as of September 22, 2004.


 


“Business” shall have the meaning set forth in the Asset
Purchase Agreement.


 


“Business Day” shall mean any day other than a Saturday, a
Sunday or a day on which banks in Chicago, Illinois are authorized or obligated
by Law or executive order to close.


 


“Commission” shall mean the Securities and Exchange Commission
or any other federal agency at the time administering the Securities Act.


 


“Common Units” means, collectively, the Series A Common,
the Series B Common and the Series C Common.


 


“CPA Firm” shall mean the independent public auditor selected
pursuant to Section 4.3, or any subsequent independent public auditor of
the books and records of Boise Holdings appointed by the Board in accordance
with the terms of this Agreement.


 


“Demand Registration” shall have the meaning set forth in the
Registration Rights Agreement.


 


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“Encumbrances” shall mean liens, charges, encumbrances,
mortgages, pledges, security interests, options or any other restrictions or
third-party rights.


 


“Exempt Sale” shall mean: (i) any Transfer of Units to an
Affiliate of the selling party; (ii) any distribution of securities by a
Person to its direct or indirect equity owners; (iii) an assignment or
pledge of Units in connection with the incurrence, maintenance or renewal of
indebtedness of Boise Holdings or its Subsidiaries; (iv) any Transfer of Units
pursuant to a Public Sale or pursuant to Rule 144 of the Securities Act;
and (v) any Transfer of Units to directors, officers, or employees of
Boise Holdings or its Subsidiaries.


 


“FPH” means Forest Products Holdings, L.L.C., a Delaware limited
liability company.


 


“FPH Holders” shall collectively refer to FPH together with any
other Securityholders who directly or indirectly acquire any Units from: (i) FPH;
or (ii) BCC pursuant to an Initial Period Pro-Rata Tag-Along as provided
in subsection 5.3(b)(ii) below.


 


“GAAP” shall mean United States generally accepted accounting
principles, consistently applied.


 


“Independent Third Party” means any Person who, immediately
prior to the contemplated transaction, is not the owner of in excess of 5% of
any class or series of Boise Holdings’ common equity on a fully-diluted basis
(a “5% Owner”) and who is not an Affiliate of any such 5% Owner.


 


“Law” shall mean any federal, state, foreign or local law,
constitutional provision, code, statute, ordinance, rule, regulation, order,
judgment or decree of any governmental authority.


 


“LLCA” shall mean the Limited Liability Company Act of the State
of Delaware.


 


“New Securities” shall mean any shares of capital stock or other
equity securities (or debt securities convertible into such equity securities)
of Boise Holdings, whether now authorized or not, and rights, options or
warrants to purchase said shares of capital stock and securities of any type
whatsoever that are, or may become, convertible into shares of Boise Holdings
capital stock or other Boise Holdings equity securities; provided, however,
that the term “New Securities” shall not include: (i) securities issued in
connection with any stock or unit split, stock or unit dividend,
reclassification or recapitalization of Boise Holdings; (ii) units of
Common Units issued to employees, consultants, officers or directors of Boise
Holdings or its Subsidiaries pursuant to: (A) the exercise of any stock or
unit option, stock or unit purchase or stock or unit bonus plan, agreement or
arrangement for the primary purpose of soliciting or retaining the services of
such Persons and which is approved by the Board; or (B) the exercise of
any stock or unit option issued pursuant to a plan or agreement approved by the
Board; (iii) securities issued in a Public Offering; (iv) securities
issued in connection with the acquisition of any business, assets or securities
of another Person; (v) securities issued to any lender of Boise Holdings
or any of its Affiliates; and (vi) securities issued pursuant to Section 2.3(b) of
the BCH LLC Agreement.


 


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“Person” shall mean an individual, a corporation, a partnership,
an association, a trust, a limited liability company or any other entity or
organization.


 


“Pro Rata Portion” shall mean, with respect to each
Securityholder, that number of shares of New Securities as is equal to the
product of (i) the total number of New Securities proposed to be issued or
otherwise transferred multiplied by (ii) a fraction, the numerator of
which is the number of units of Series B Common (including any common
equity issued or issuable in respect of such Series B Common) held by such
Securityholder immediately prior to such issuance or transfer, and the
denominator of which is the total number of units of Series B Common
(including any such common equity issued or issuable in respect of such Series B
Common) which are held by all Securityholders.


 


“Public Offering” shall mean an underwritten public offering
pursuant to an effective registration statement under the Securities Act (or
any comparable form under any similar statute then in force), covering the
offer and sale of Series B Common.


 


“Public Sale” means: (i) any sale of Series B Common
pursuant to a Public Offering or (ii) any Spin-Off.


 


“Registration Rights Agreement” shall have the meaning set forth
in the Asset Purchase Agreement.


 


“Securities Act” means the Securities Act of 1933, as amended,
or any similar federal statute, and the rules and regulations of the Commission
thereunder, as shall be in effect at the time.


 


“Securityholders” means BCC, FPH and each Person other than
Boise Holdings who is or becomes bound by this Agreement. Securityholders are
sometimes individually referred to herein as a “Securitvholder.”


 


“Series A Common” means Series A Common Units of Boise
Holdings, par value $0.01 per share.


 


“Series B Common” means Series B Common Units of Boise
Holdings, par value $0.01 per share.


 


“Series C Common” means Series C Common Units of Boise
Holdings, par value $0.01 per share.


 


“Spin-Off” shall mean any distribution by BCC or one of its
Affiliates of all of its Units of any class or series to its public
stockholders or unitholders, if any.


 


“Subsidiary” shall mean, with respect to any Person, any corporation,
limited liability company, partnership, joint venture or other legal entity of
which such Person, either directly or through or together with any other
Subsidiary of such Person, owns 50% or more of the equity interests.


 


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“Units” shall mean any Series A Common, Series B
Common or Series C Common held by any Securityholder (including any equity
securities issued or issuable in respect of such Series A Common, Series B
Common or Series C Common pursuant to a stock or unit split, stock or unit
dividend, reclassification, combination, merger, consolidation,
recapitalization or other reorganization) and any other capital stock of any
class or series of Boise Holdings held by any Securityholder. As to any
particular Units, such units shall cease to be Units for all purposes of this
Agreement when they have been sold or transferred pursuant to a Public Sale,
and the transferee of any Units pursuant to a Public Sale shall not be
considered a Securityholder for purposes of this Agreement by virtue of the
ownership of Units transferred pursuant to such Public Sale.


 


“Voting Units” shall mean securities of Boise Holdings of any
class or series the holders of which are entitled to vote generally in the
election of directors of Boise Holdings.


 


1.2                                 Other Definitional Provisions.


 


(a)                                  The words “hereof, “herein”, and “hereunder”,
and words of similar import, when used in this Agreement, shall refer to this
Agreement as a whole and not to any particular provision of this Agreement.


 


(b)                                 The terms defined in the singular shall have
a comparable meaning when used in the plural, and vice versa.


 


(c)                                  The terms “dollars” and “$” shall mean United
States dollars.


 


(d)                                 The term “including” shall be deemed to mean “including
without limitation.”


 


(e)                                  Capitalized terms used, but not otherwise
defined, herein shall have the meanings ascribed to such terms in the Asset
Purchase Agreement.


 


ARTICLE II


BUSINESS AND OPERATIONS OF TIMBER HOLDING CO.


 


2.1                                 Purposes and Business.  Except
as otherwise approved by the Board, the original purpose of Boise Holdings and
its Subsidiaries shall be to engage in the business of acquiring, growing,
harvesting, and selling timber and timberlands and other activities related to the
foregoing or in connection therewith. Boise Holdings shall not and shall not
permit any of its Subsidiaries to (and FPH shall not cause or, to the extent
reasonably within FPH’s control, permit Boise Holdings or any of its
Subsidiaries to) engage in any other activity or business except to the extent
approved by the Board.


 


2.2                                 Principal Executive Offices.  The
principal executive offices of Boise Holdings shall be located at 1111 W.
Jefferson Street, Boise, Idaho, 83728 or such other location as determined by
the Board.


 


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ARTICLE III


BOARD OF DIRECTORS


 


3.1                                 General.  From arid after the Closing,
each Securityholder will vote all of its respective Units and any other Voting
Units over which it possesses direct or indirect voting power and will take all
other necessary or desirable actions within its direct or indirect control (whether
in its capacity as a securityholder of Boise Holdings or otherwise), and Boise
Holdings will take all necessary and desirable actions within its control, in
order to give effect to the provisions of this Article III.   By way of example and without limiting the
generality of the foregoing, BCC and FPH shall amend the Company’s certificate
of formation or limited liability company agreement or both, as applicable, of
Boise Holdings and each Subsidiary to incorporate and effectuate the provisions
in this Article III.


 


3.2                                 Powers.  Subject to the provisions of
the LLCA, the certificate of formation of Boise Holdings, the limited liability
company agreement of Boise Holdings and this Agreement, the business and
affairs of Boise Holdings shall be managed by or under the direction of the
Board.


 


3.3                                 Size and Composition.  The
Board shall initially consist of six individuals as follows: (i) one
director shall be designated in writing by BCC (the “BCC Director”); (ii) four
directors shall be designated in writing by FPH (the “FPH Directors”): and (iii) the
remaining director shall be the Chief Executive Officer of Boise Holdings (the “CEO
Director”); provided that, notwithstanding the foregoing, FPH may, by
written notice to Boise Holdings, at any time and from time to time, increase
or decrease the number of FPH Directors; provided further that in the
event that (i) FPH elects to increase the number of FPH Directors above
four, BCC shall be entitled to increase the number of BCC Directors such that
the number of BCC Directors as a percentage of all directors of Boise Holdings
then in office is as close as possible to (but not in excess of) the percentage
of Series B Common of Boise Holdings then held by BCC or (ii) FPH subsequently
elects to decrease the number of FPH Directors, then the number of BCC
Directors shall be decreased such that the number of BCC Directors as a
percentage of all directors of Boise Holdings then in office is as close as
possible to (but not in excess of) the percentage of Series B Common of
Boise Holdings then held by BCC. Notwithstanding anything in clause (ii) of
the immediately foregoing sentence to the contrary, the number of BCC Directors
shall not be decreased below one (1) unless or until BCC’s rights to
designate a BCC Director have terminated in accordance with this Agreement. BCC
and FPH, as the holders of a majority of the Voting Units and thus entitled to
elect the CEO Director, shall: (x) at each election of directors (or filling of
a vacancy with respect to the CEO Director), elect the individual then serving
as the Chief Executive Officer of Boise Holdings as the CEO Director; and (y)
remove the CEO Director if the CEO Director ceases to serve as the Chief
Executive Officer of Boise Holdings. Anything to the contrary contained herein
notwithstanding, the rights of each of BCC and FPH to designate directors as
provided herein shall not be assignable (by operation of law, the transfer of Units
or otherwise) without the prior written consent of the other; provided,
however, that each of BCC and FPH shall, without the prior written consent of
the other, be entitled to assign its rights to designate directors as provided
herein to one of its Affiliates that is (or becomes) a Securityholder.   If directed by FPH, one or more
representatives of financing sources to FPH and/or any of its Subsidiaries
shall be entitled to attend meetings of (and receive information provided to
the directors of) the Board; provided, however, that such representative
shall not be or have any rights of a director of the Board.


 


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3.4                                 Term: Removal: Vacancies.  The
members of the Board other than the CEO Director shall hold office at the
pleasure of the Securityholder which designated them. Any such Securityholder
may at any time, by written notice to the other Securityholder and Boise Holdings,
remove (with or without cause) any member of the Board designated by such Securityholder
other than the CEO Director. Subject to applicable Law, no member of the Board may
be removed except by written request by the Securityholder that designated the
same.  In the event a vacancy occurs on
the Board for any reason, the vacancy will be filled by the written designation
of the Securityholder entitled to designate the director creating the vacancy.


 


3.5                                 Notice; Quorum.  Meetings
of the Board may be called upon not less than three days’ prior written notice
to all directors stating the purpose or purposes thereof. Such notice shall be
effective upon receipt, in the case of personal delivery, facsimile
transmission or other electronic transmission, and five Business Days after
deposit with the U.S. Postal Service, postage prepaid, if mailed. The presence
in person of a majority of the directors then serving on the Board shall
constitute a quorum for the transaction of business at any special, annual or regular
meeting of the Board. Each Securityholder shall use its reasonable efforts to
ensure that a quorum is present at any duly convened meeting of the Board and
each of BCC and FPH may designate by written notice to the other an alternate
representative to act in the absence of any of its designates at any such
meeting. If, at any meeting of the Board, a quorum is not present, a majority
of the directors present may, without further notice, adjourn the meeting from
time to time until a quorum is obtained.


 


3.6                                 Voting.  Each member of the Board shall
be entitled to cast one vote on each matter considered by such Board; provided,
however, that in the event that a vote would result in a tie or deadlock with
respect to a matter, the CEO Director shall not be entitled to vote with
respect to such matter (the Board shall poll its members prior to any vote to
effectuate the purposes of this sentence). Except as otherwise expressly
provided by this Agreement, the act of a majority of the members of the Board
present at any meeting at which a quorum is present shall constitute an act of
the Board, as applicable. Notwithstanding anything to the contrary contained herein,
from and after the first business day after the Closing: (x) the following
matters shall require, in addition to any other vote required by applicable
law, the affirmative vote of at least the Applicable Percentage of the
directors then in office; (y) Boise Holdings shall not directly or indirectly
take, and shall not permit any of its Subsidiaries to directly or indirectly
take, any of the following actions without first obtaining such approval; and
(z) FPH shall not cause or, to the extent reasonably within FPH’s control,
permit Boise Holdings or any of its Subsidiaries to take any of the following
actions without first obtaining such approval:


 


(i) subject to applicable Law or
fiduciary duty, any dissolution or liquidation of Boise Holdings;


 


(ii) in addition to any other
requirement required under Section 8.13 hereof, any amendment of the
certificate of formation, limited liability company agreement or other
governing documents of Boise Holdings or any of its Subsidiaries which would (a) treat
any BCC Holder disproportionately vis-a-vis any FPH Holder or (b) place
any restriction or limitation on the ability of any BCC Holder to Transfer all
or any portion of its Units or reduce the consideration received or to be
received by such BCC Holder in connection with such Transfer;


 


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(iii) the entry into, or amendment of,
contracts or other transactions between Boise Holdings and/or any of its
Subsidiaries, on the one hand, and a Securityholder or any Affiliate thereof,
on the other hand except for: (a) the execution, delivery and performance
of contracts, amendments and/or transactions at or prior to Closing related to
or in connection with the transactions contemplated by the Asset Purchase
Agreement; and (b) contracts, amendments and transactions which are no
less favorable to Boise Holdings and its Subsidiaries than could be obtained
from BCC or its Affiliates or Independent Third Parties negotiated on an
arms-length basis;


 


(iv) except as provided for in Boise
Holdings’ certificate of formation or limited liability company agreement, the
direct or indirect redemption, retirement, purchase or other acquisition of any
equity securities of Boise Holdings except for (A) pro rata redemptions
among the holders thereof or (B) repurchases pursuant to Section 4.2(e) of the BCH LLC Agreement;


 


(v) appointment of any public auditors
which are not one of the Big Four accounting firms; and


 


(vi) delegation of any of the matters
covered by any of clauses (i) through (v) above to any committee of
the Board.


 


Notwithstanding the foregoing, the approvals required by this Section 3.6
with respect to any of the matters in subsections (i) through (vi) above
shall not restrict the sale of any assets or operations of Boise Holdings or
any of its Subsidiaries or located on the properties of Boise Holdings or any
of its Subsidiaries.


 


3.7                                 Telephonic Meetings: Written Consents.  Except
as may otherwise be provided by applicable Law, any action required or
permitted to be taken at any meeting of the Board or any committee thereof may
be taken without a meeting pursuant to a written consent, in compliance with
the LLCA and Section 3.6 hereof and such written consent is filed with the
minutes of the proceedings of the Board or such committee. Any meeting of the
Board or any committee thereof may be held by conference telephone or similar
communication equipment, so long as all Board or committee members participating
in the meeting can hear one another clearly, and participation in a meeting by
use of conference telephone or similar communication equipment shall constitute
presence in person at such meeting.


 


3.8                                 Initial Directors.  BCC
and FPH shall make their initial designations pursuant to Section 3.3 on
or prior to the Closing Date.


 


3.9                                 Recapitalization of Boise Holdings Under
Certain Circumstances.  For any Public Offering or Spin-Off prior to
the time Boise Holdings becomes subject to the Exchange Act with respect to
Units: (i) Boise Holdings shall use commercially reasonable efforts to
effect a stock or unit split, stock or unit dividend or stock or unit
combination which, in the opinion of the managing underwriter for the Public
Offering or BCC’s financial advisor in connection with a Spin-Off, is desirable
for the sale, marketing or distribution of the Units to the public; and (ii) as
long such stock or unit split, stock or unit dividend or stock or unit
combination does not treat such Units or other Voting Units differently than
all other Units or other Voting Units held by the other holders of Units and
Voting Units, each Securityholder agrees to vote all of its respective Units
and any other Voting Units over which it possesses direct or indirect voting 


 


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power
in order to cause such stock or unit split, dividend or combination to be
effected consistent with the provisions of this Section 3.9.


 


ARTICLE IV


ACCOUNTING, BOOKS AND RECORDS


 


4.1                                 Fiscal Year.  The fiscal year of Boise
Holdings shall be the period commencing January 1 in any year and ending December 31
of that year, except that the first fiscal year of Boise Holdings shall
commence on the Closing Date and end on December 31 of the year in which the
Closing Date occurs.


 


4.2                                 Books and Records.  Boise
Holdings shall keep at its principal executive offices books and records
typically maintained by Persons engaged in similar businesses and which set
forth an account of the business and affairs of Boise Holdings and its
Subsidiaries, including a fair presentation of all income, expenditures, assets
and liabilities thereof. Such books and records shall include all information
reasonably necessary to permit the preparation of financial statements required
by applicable Law in accordance with GAAP. Each Securityholder who, together
with its Affiliates, owns 10% or more of the outstanding common equity of Boise
Holdings (a “10% Securityholder”) and its respective authorized
representatives shall have the right, at its own cost and at all reasonable
times and upon reasonable advance written notice to Boise Holdings, to have
access to, inspect, audit and copy the original books, records, files, securities,
vouchers, canceled checks, employment records, bank statements, bank deposit
slips, bank reconciliations, cash receipts and disbursement records, and other
documents of Boise Holdings and its Subsidiaries.


 


4.3                                 Auditors.  Boise Holdings shall engage
one of the Big Four accounting firms as the initial independent public auditors
of Boise Holdings and its Subsidiaries.


 


4.4                                 Reporting.  Boise Holdings shall use its
commercially reasonable efforts to deliver to each Securityholder unaudited
consolidated interim financial statements for Boise Holdings and its Subsidiaries
for each fiscal quarter (including a balance sheet as of the end of such period
and statements of income, securityholders’ equity and cash flows for such
period) within 35 days after the close of each fiscal quarter. Boise Holdings
will use its commercially reasonable efforts to deliver to each Securityholder
within (a) 120 days after the close of each fiscal year of Boise Holdings,
consolidated annual financial statements for Boise Holdings and its
Subsidiaries for such fiscal year (including a balance sheet as of the end of
such fiscal year and statements of income, securityholders’ equity and cash
flows for such fiscal year), in each case audited and certified by the CPA
Firm, and (b) 60 days after the close of each fiscal year of Boise
Holdings, unaudited consolidated annual financial statements for Boise Holdings
and its Subsidiaries for such fiscal year (including a balance sheet as of the
end of such fiscal year and statements of income, securityholders’ equity and
cash flows for such fiscal year). Such annual and interim financial statements
shall contain such statements and schedules, prepared in accordance with the
requirements of the Securityholders, as may be requested in writing by any of
the 10% Securityholders. In addition to the foregoing, if BCC or any of its
Affiliates is required to report its investment in Boise Holdings under an
equity accounting method, Boise Holdings shall use its commercially reasonable
efforts to notify BCC or the Affiliate of its share of Boise Holdings’ income
or loss 


 


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when
available consistent with past practices. Boise Holdings shall bear the cost of
providing financial and accounting information reasonably required by any of
the 10% Securityholders in the preparation of such 10% Securityholder’s own
financial statements. Such annual and interim financial statements shall be
prepared in accordance with GAAP and shall present fairly the financial
position and results of operations of Boise Holdings.


 


4.5                                 Securityholder’s Audit.  Upon
reasonable advance written notice to Boise Holdings, any 10% Securityholder may
request an audit of the books and records of Boise Holdings and its
Subsidiaries (a “Securityholder’s Audit”) by an independent auditor of
its selection, other than the CPA Firm. Any Securityholder’s Audit shall be at
the expense of the requesting 10% Securityholder unless material error or fraud
is found, in which case such audit shall be at the expense of Boise Holdings.
All information obtained by any 10% Securityholder in any such audit shall be
treated as confidential.


 


4.6                                 Consent of Boise Holdings Auditors.  Upon
request from time to time by any 10% Securityholder, Boise Holdings shall use
its commercially reasonable efforts to obtain the written agreements of Boise
Holdings’ auditors to permit the use of Boise Holdings’ audited financial
statements in connection with such 10% Securityholder’s and/or its Affiliates’
filings made with the Commission (if such financial statements are necessary
for such filings with the Commission) and, subject to such auditor’s normal
procedures, in private or public offerings of securities of such 10%
Securityholder and/or its Affiliates as may be reasonably requested by such 10%
Securityholder. In addition, Boise Holdings will use commercially reasonable
efforts to cause Boise Holdings’ auditors to provide a comfort letter in
accordance with SAS 72 for any such offering.


 


ARTICLE V


TRANSFER OF UNITS


 


5.1                                 General.  No Securityholder will
directly or indirectly sell, assign, pledge, encumber, hypothecate, dispose of
or otherwise transfer (“Transfer”) any Units or interest in any Units, agree to
any such Transfer or permit any such interest to be subject to Transfer,
directly or indirectly, by merger or other operation of law, agreement or
otherwise, except pursuant to and in compliance with the provisions of this Article V.   Any purported Transfer in any other manner,
unless otherwise expressly permitted by this Article V, shall be null and
void, and shall not be recognized or given effect by Boise Holdings or any
Securityholder.


 


5.2                                 Transfers by BCC Holders.  Subject
to the other provisions of this Section 5.2, a BCC Holder may at any time,
without the consent of any other Securityholder, Transfer any or all of its
Units or interests in Units (a) to any Affiliate or (b) to any third
Person or Persons pursuant to a Public Sale or a sale pursuant to Rule 144
of the Securities Act. Notwithstanding the foregoing, except in the case of a
Public Sale, no BCC Holder may Transfer any Units to any other Person then
engaged, directly or indirectly, in a business that competes with any business
of FPH or any of its Subsidiaries. Furthermore, no BCC Holder may Transfer any
Units, except in a Public Sale, without the prior written consent of FPH (which
may be withheld by FPH for any reason until the third anniversary of the
closing under the Asset Purchase Agreement and may be withheld after the third
anniversary in FPH’s reasonable discretion). In no event shall BCC, without the
prior written consent of FPH, Transfer any Units to BCC or any Subsidiary of
BCC that owned, leased or licensed any assets 


 


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transferred
to Boise Holdings in connection with the transactions contemplated by the Asset
Purchase Agreement. The foregoing consent rights shall not be assignable by FPH
or inure to the benefit of any transferee, successor or assign of FPH, except
for an Affiliate of FPH who is (or becomes) a Securityholder. Notwithstanding
the foregoing and except in the case of a Public Sale, any Transfer of Units by
a BCC Holder shall be null and void and Boise Holdings shall refuse to
recognize such Transfer unless the transferee executes and delivers to each
party hereto an agreement (a “BCC Joinder Agreement”): (i) acknowledging
that all Units or interests in any Units so transferred are and shall remain
subject to this Agreement; and (ii) agreeing to be bound hereby.
Furthermore, as a condition precedent to any Transfer of Units by a BCC Holder,
BCC must certify in writing to Boise Holdings, without qualification, that (A) each
of BCC, BCC and any Affiliate of BCC or BCC (collectively, including Boise
Cascade Office Products Corp. and OfficeMax, Incorporated, the “BCC Parties”)
is in good standing under each agreement, arrangement or covenant to which a
BCC Party is party with FPH or any of FPH’s Affiliates (including, without
limitation, the Asset Purchase Agreement, the BOS Paper Sales Agreement and the
Additional Consideration Agreement, the “Relevant Agreements”). (B) no
BCC Party has in any material respect defaulted under or breached, or is in any
material respect in default under or in breach of, any Relevant Agreement and (C) each
such BCC Party reaffirm its obligations under each such Relevant Agreement. Any
BCC Holder shall notify the other parties of any intended Transfer of Units or
interests in Units pursuant to this Section 5.2 (other than pursuant to an
Exempt Sale), giving the name and address of the intended transferee; provided,
however, that no otherwise valid Transfer shall be rendered invalid solely
as a result of a failure to give notice hereunder. Notwithstanding anything
herein to the contrary, transferees of a BCC Holder shall assume all
obligations of the transferring BCC Holder hereunder, but, except with respect
to an Affiliate of BCC, shall not be entitled to any rights of BCC, a BCC
Holder or a Securityholder conferred by this Agreement.


 


5.3                                 Transfers by FPH Holders.


 


(a)                                  Permitted Transfers.  An
FPH Holder may at any time, without the consent of any other Securityholder, (i) Transfer
any or all of its Units to one or more Affiliates of FPH, (ii) Transfer
any or all its Units pursuant to an Exempt Sale, or (iii) sell any or all
of its Units to any other third Person or Persons or pursuant to a Public Sale
or otherwise Transfer Units, subject to the remaining provisions of this Section 5.3.
The foregoing consent right shall not be assignable by BCC or inure to the
benefit of any transferee, successor or assign of BCC, except for an Affiliate
of BCC who is (or becomes) a Securityholder. Notwithstanding the foregoing and
except in the case of a Public Sale or sale to directors, officers or employees
of Boise Holdings, any Transfer of Units by an FPH Holder shall be null and void
and Boise Holdings shall refuse to recognize such Transfer unless the
transferee executes and delivers to each party hereto an agreement (an “FPH
Joinder Agreement”): (x) acknowledging that all Units or interests in any
Units so transferred are and shall remain subject to this Agreement; and (y)
agreeing to be bound hereby. Upon execution of an FPH Joinder Agreement, except
as otherwise expressly provided herein and except for any right hereunder to
consent to any action or proposed action (including, without limitation, any
proposed Transfer of Units), the rights of the transferring FPH Holder
hereunder with respect to the Units transferred shall be assigned to such
transferee. Any FPH Holder shall notify the other parties of any intended
Transfer of Units or interests in Units pursuant to this Section 5.3
(other than an Exempt Sale), giving the name and address of the intended
transferee; provided, however, that no otherwise valid Transfer shall be
rendered invalid solely as a result of a failure to give notice hereunder.


 


11





















 


(b)                                 Tag-Along Rights.  BCC
and its Affiliates shall have tag-along rights as provided in this Section 5.3(b):


 


(i)                                     In the event any FPH Holder desires to sell
all or any part of any class or series of its Units to a third Person (other
than pursuant to an Exempt Sale), it shall provide prior written notice (the “Sale
Notice”) to BCC setting forth in reasonable detail the terms and conditions
on which the proposed sale is to be made and identifying the proposed
purchaser. BCC shall have the option (the “Tag-Along Option”) to sell
any or all of its Units of the same class and series to the proposed purchaser
on the terms and conditions set forth in such Sale Notice subject to the
provisions set forth in this Section 5.3(b). BCC shall exercise its
Tag-Along Option by giving written notice to FPH within ten Business Days
following its receipt of the Sale Notice, which notice shall specify the number
of Units of the same class and series as to which BCC is exercising its
Tag-Along Right. In the event that BCC exercises its Tag-Along Option with
respect to any Sale Notice, BCC shall be entitled to sell its pro rata share
(based on the number of Units proposed to be sold by the FPH Holder and BCC, respectively)
of the Units proposed to be sold by the FPH Holder in the Sale Notice, in each
case on terms and conditions no less favorable than specified in the Sale
Notice or otherwise applicable to the sale to such prospective purchasers by
the FPH Holder. In the event that BCC does not exercise its Tag-Along Option
with respect to any Sale Notice, the FPH Holder shall be entitled to sell all
or any part of its Units as specified in the Sale Notice to the prospective
purchaser specified in the Sale Notice on the terms and conditions set forth in
the Sale Notice (subject to the provisions of the third sentence of Section 5.3(a) hereof).


 


(ii)                                  Notwithstanding subsection 5.3(b)(i) above,
with respect to sales by a FPH Holder of any part of any class or series of its
Units to a third Person (other than pursuant to an Exempt Sale) prior to the
expiration of the six-month period beginning on the Closing Date at a per unit
price which does not exceed the per unit price paid (excluding any interest for
the carrying cost of such Unit) by such FPH Holder for such Units:


 


(A)                              BCC and its Affiliates shall not have a
Tag-Along Option during such six- month period for sales of Units in the
aggregate amount of $125 million (“Excluded Tag-Along Sales”): and


 


(B)                                BCC shall have a Tag-Along Option on a
pro-rata basis (i.e., on the same basis applicable in section 5.3(b)(i) above)
with respect to such sales of Units by FPH Holders during such six-month period
in excess of the Excluded Tag Along Sales (the “Initial Period Pro-Rata
Tag-Along”).


 


The provisions of this subsection 5.3(b)(ii) shall (x)
terminate upon the expiration of the six-month period beginning on the Closing
Date and (y) apply only to a Transfer or proposed Transfer to any Person that
is a private equity fund, investment banking fund, or Affiliate of the
foregoing.


 


12





















 


(iii)                               Notwithstanding anything in this Agreement to the contrary, the rights
under this Section 5.3(b) shall be exclusive to BCC and its
Affiliates and shall not be assignable to or inure to the benefit of any
transferee of BCC or any successors or assigns of BCC, other than Affiliates of
BCC.


 


5.4                                 Drag-Along Provisions.


 


(a)                                  Drag-Along Sale.  If a
sale of all or substantially all of Boise Holdings’ assets determined on a
consolidated basis or a sale of all or substantially all of Boise Holdings’ outstanding
capital equity (whether by merger, recapitalization, consolidation,
reorganization, combination or otherwise) to any Independent Third Party or group
of Independent Third Parties (a “Sale of the Company”) is approved by
the Board or the holders of a majority of the Units of Series B Common
held by the FPH Holders (a “Drag-Along Sale”), each Securityholder will consent
to and raise no objections against such Drag-Along Sale on the terms and
subject to the conditions set forth in the remaining provisions of this Section 5.4.


 


(b)                                 Drag-Along Notice.  A
notice regarding any Drag-Along Sale (a “Drag- Along Notice”) shall be
delivered within two Business Days following approval of any Drag- Along Sale
by Boise Holdings or the FPH Holders to each Securityholder.  The Drag-Along Notice shall include a copy of
a bona fide offer from the intended buyer, which shall set forth the principal
terms of the Drag-Along Sale, including the name and address of the intended
buyer.


 


(c)                                  Drag-Along Sale Obligations.  In
connection with any Drag-Along Sale, the Securityholders shall, and shall elect
directors who shall, take all necessary or desirable actions in connection with
the consummation of the Drag-Along Sale. If the Drag-Along Sale is structured
as: (i) a merger or consolidation, each Securityholder shall waive any
dissenters rights, appraisal rights or similar rights in connection with such
merger or consolidation; (ii) a sale of units, each Securityholder shall
agree to sell all of its Units and rights to acquire Units on the terms and
conditions so approved; or (iii) a sale or assets, each Securityholder
shall vote in favor of such sale and any subsequent liquidation of Boise
Holdings or other distribution of the proceeds therefrom. Each Securityholder
shall take all necessary or desirable actions in connection with the
consummation of the Drag-Along Sale reasonably requested by FPH or Boise
Holdings, and each Securityholder shall be obligated to agree on a pro rata,
several (and not joint) basis (based on the share of the aggregate proceeds
paid in such Drag-Along Sale) to any indemnification obligations that the FPH
Holders agree to provide in connection with such Drag-Along Sale (other than
any such obligations that relate specifically to a particular holder of Units
such as indemnification with respect to representations and warranties given by
a holder regarding such holder’s title to and ownership of Units).


 


(d)                                 Conditions to Drag-Along Sale Obligations.  The
obligations of each Securityholder with respect to a Drag-Along Sale are
subject to the satisfaction of the following conditions: (i) the
consideration to be received by the Securityholders with respect to the
Drag-Along Sale shall consist only of cash, publicly-traded securities, or a
combination of cash and publicly traded Securities; (ii) if any holders of
a class or series of Units are given an option as to the form and amount of
consideration to be received, each holder of such class or series of Units that
is an “accredited investor” will be given the same option; (iii) each
holder of then currently exercisable rights to acquire units of a class or
series of Units will be given an opportunity to exercise such rights prior to
the consummation of the Drag-Along Sale and participate in such sale as holders
of such class or series of Units; and (iv) each Securityholder shall be
entitled to 


 


13





















 


receive
consideration per each Unit in connection with the Drag-Along Sale at least
equivalent to the consideration received per each Unit of the same class and
series by any FPH Holder in connection with the Drag-Along Sale.


 


(e)                                  Expenses.  Each Securityholder will bear
its pro-rata share (based on the share of the aggregate proceeds paid in such
Drag-Along Sale) of the costs of any sale of Units pursuant to a Drag-Along
Sale to the extent such costs are incurred for the benefit of all holders of Series B
Common and are not otherwise paid by Boise Holdings or the acquiring party. For
purposes of this Section 5.4(e), costs incurred in exercising reasonable
efforts to take all necessary actions in connection with the consummation of a
Drag-Along Sale in accordance with this Section 5.4 shall be deemed to be
for the benefit of all holders of Series B Common. Costs incurred by
Securityholders on their own behalf will not be considered costs of the
transaction hereunder.


 


(f)                                    Exception to Drag-Along.  Notwithstanding
anything to the contrary contained in this Section 5.4, no Securityholder
shall have any obligation under this Section 5.4 with respect to a
Drag-Along Sale if the Drag-Along Notice with respect to the Drag-Along Sale is
received by BCC after the holders of BCC Registrable Securities have requested
a Demand Registration which Boise Holdings is obligated to observe pursuant to
the Registration Rights Agreement and for a period thereafter ending on the
date following consummation of the sale of all Units subject to such Demand
Registration unless, in the opinion of the managing underwriter for such Demand
Registration, the per Unit consideration payable pursuant to the Drag-Along Sale
exceeds the net proceeds per Unit expected to be received by selling
Securityholders pursuant to the Demand Registration.


 


5.5                                 Legends.  A copy of this Agreement shall
be filed with the Secretary of Boise Holdings and kept with the records of
Boise Holdings. Each of the Securityholders hereby agrees that each outstanding
certificate representing Units shall bear a conspicuous legend reading
substantially as follows:


 


“The securities represented by this Certificate have not been
registered under the Securities Act of 1933 or the applicable state and other
securities laws and may not be sold, pledged, hypothecated, encumbered,
disposed of or otherwise transferred without compliance with the Securities Act
of 1933 or any exemption thereunder and applicable state and other securities
laws. The securities represented by this Certificate are subject to the
restrictions on transfer and other provisions of a Securityholders Agreement
dated as of October 29, 2004, (as amended from time to time, the “Agreement”)
by and among Boise Land & Timber Holdings Corp. (the “Company”) and
certain of its stockholders, and may not be sold, pledged, hypothecated,
encumbered, disposed of or otherwise transferred except in accordance
therewith. A copy of the Agreement is on file at the principal executive
offices of the Company.”


 


14





















 


ARTICLE VI


RIGHTS ON NEW SECURITY ISSUANCE


 


6.1                                 Preemptive Rights.  Boise
Holdings hereby grants to each Securityholder the irrevocable and exclusive
first option (the “First Option”) to purchase all or part of its Pro Rata
Portion of any New Securities which Boise Holdings may, from time to time after
the date of this Agreement, propose to issue and sell or otherwise transfer.


 


6.2                                 Notices With Respect to Proposed Issuance of
New Securities.  In the event Boise Holdings proposes to
undertake an issuance or other transfer of New Securities, it shall give each
Securityholder entitled to a First Option pursuant to this Article VI
written notice (the “Company Notice”) of its intention, describing in detail
the type of New Securities, the price and the terms upon which Boise Holdings
proposes to issue or otherwise transfer such New Securities. Each such
Securityholder shall have 10 Business Days from the date of receipt of any such
Company Notice to agree to purchase, pursuant to the exercise of the First
Option, up to such Securityholder’s Pro Rata Portion of each type and class and
series of such New Securities (i.e., the same strips) for the price and upon
the terms and conditions specified in the Company Notice by giving written
notice to Boise Holdings and stating therein the quantity of New Securities to
be purchased.


 


6.3                                 Boise Holdings’ Right to Complete Proposed
Sale of New Securities to the Extent Preemptive Rights are Not Exercised.   In
the event the Securityholders fail to exercise a preemptive right with respect
to any New Securities within the periods specified in Section 6.2, Boise
Holdings shall have 90 days thereafter to sell or enter into an agreement
(pursuant to which the sale of such New Securities shall be closed, if at all,
within 45 days from the date of said agreement) to sell the New Securities not
elected to be purchased by the Securityholders at the price and upon terms not
substantially more favorable to the prospective purchasers of such securities
than those specified in the Company Notice. In the event that Boise Holdings
has not sold the New Securities or entered into an agreement to sell the New
Securities within said 90- day period. Boise Holdings shall not thereafter
issue or sell or otherwise transfer such New Securities without first offering
such securities to the Securityholders in the manner provided in this Article VI.


 


6.4                                 Closing of Purchase.  If a
Securityholder elects to purchase up to its Pro Rata Portion of any New
Securities set forth in any Company Notice, such purchase shall be consummated
at such time and at such location selected by Boise Holdings upon reasonable advance
notice. At the consummation of any purchase and sale of New Securities pursuant
to this Article VI: (i) Boise Holdings shall issue or otherwise
transfer to the electing Securityholder the certificates evidencing the New
Securities being purchased, together with such other documents or instruments
reasonably required by counsel for the Securityholder to consummate such purchase
and sale; (ii) the Securityholder will deliver the cash consideration
payable by wire transfer of immediately available funds to an account or
accounts designated in writing by Boise Holdings (such designation to be made
no later than two Business Days prior to the date of such consummation); (iii) Boise
Holdings shall deliver to the Securityholder a written representation that the
New Securities are being purchased and sold free and clear of any and all
Encumbrances (other than Encumbrances under existing securities Laws and under
this Agreement and the certificate of formation and limited liability company
agreement for Boise Holdings); and (iv) the Securityholder shall deliver
to Boise Holdings such 


 


15





















 


written
investment representations as may reasonably be required by counsel to Boise
Holdings for securities Laws purposes and all other applicable representations
and warranties as other purchasers of New Securities. Notwithstanding the
foregoing, any purchase of New Securities pursuant to this Article VII
shall be on the same terms and conditions as set forth in the Company Notice.


 


ARTICLE VII


TERM


 


7.1                                 Term.  Subject to the next sentence,
unless earlier terminated by mutual agreement of BCC and FPH, this Agreement shall
terminate upon the earliest to occur of: (i) the complete liquidation or
dissolution of Boise Holdings or its Subsidiaries and the payment of the
proceeds of such liquidation or dissolution to BCC and FPH; (ii) a Public
Offering (provided that thereafter this Agreement shall nevertheless remain in
full force and effect with respect to the provisions of Section 8.13 and
all related definitions and provisions to the extent necessary or desirable to
give effect to Section 8.13 until the BCC Holders cease to hold any Series A
Common or the occurrence of an event described in clauses (i), (iii), (iv), or (v) of
this sentence); (iii) such date as BCC and its Affiliates first hold less
than 50% of the number of Units of Series B Common that they hold on the date
of the Closing; (iv) the acquisition of all or substantially all of the
stock or assets of BCC or BCC (whether directly or indirectly and whether by
stock sale, asset sale, merger, consolidation, combination or otherwise) by a
Person engaged, directly or indirectly, in a business that has more than $500
million in annual revenues in a business that competes or businesses that
compete with the business of FPH and its Subsidiaries, or (v) at the
election of FPH, at any time when BCC or any of its permitted Affiliates own
Units, BCC or such permitted Affiliate ceases to be a Subsidiary of BCC; provided,
however, that in case of any termination pursuant to this Section 7.1,
unless otherwise determined by FPH, this Agreement shall nevertheless remain in
full force and effect with respect to the drag-along provisions set forth in Section 5.4
and all related definitions and provisions to the extent necessary or desirable
to give full force and effect to Section 5.4. The rights of each of BCC
and FPH to terminate this Agreement by mutual agreement and the right of FPH to
terminate this Agreement with respect to the drag-along provisions of Section 5.4
are not assignable by BCC or FPH, and shall not inure to the benefit of any
transferee, successor or assign of BCC or BCC, other than to an Affiliate of
such party who is (or becomes) a Securityholder, without the prior written
consent of the other.


 


ARTICLE VIII


MISCELLANEOUS


 


8.1                                 Notices.  All notices and other
communications hereunder shall be in writing and shall be deemed to have been
given if: (i) delivered in person (to the individual whose attention is
specified below) or via facsimile or electronic transmission (followed immediately
with a copy in the manner specified in clauses (ii) or (iii) hereof);
(ii) sent by prepaid first-class registered or certified mail, return
receipt requested; or (iii) sent by recognized overnight courier service,
as follows:


 


16





















 


	
   

  	
  to
  BCC:

  
	
   

  	
   

  
	
   

  	
   

  	
  OfficeMax
  Incorporated

  
	
   

  	
   

  	
  1111
  West Jefferson Street

  
	
   

  	
   

  	
  Boise,
  ID 83728

  
	
   

  	
   

  	
  Attention:
  George Harad, Chairman of the Board

  
	
   

  	
   

  	
  Facsimile:
  (208)384-4912

  
	
   

  	
   

  
	
   

  	
  with
  a copy to:

  
	
   

  	
   

  
	
   

  	
   

  	
  OfficeMax
  Incorporated

  
	
   

  	
   

  	
  1111
  West Jefferson Street

  
	
   

  	
   

  	
  Boise,
  ID 83728

  
	
   

  	
   

  	
  Attention:
  Matthew Broad, Vice President and General Counsel

  
	
   

  	
   

  	
  Facsimile:
  (208) 384-7945

  
	
   

  	
   

  
	
   

  	
  to
  FPH:

  
	
   

  	
   

  
	
   

  	
   

  	
  Forest
  Products Holdings, L.L.C.

  
	
   

  	
   

  	
  c/o
  Madison Dearborn Partners, L.L.C.

  
	
   

  	
   

  	
  Three
  First National Plaza

  
	
   

  	
   

  	
  Suite 3800

  
	
   

  	
   

  	
  Chicago,
  IL 60602

  
	
   

  	
   

  	
  Attention:

  	
  Samuel
  M. Mencoff

  
	
   

  	
   

  	
   

  	
  Thomas
  S. Souleles

  
	
   

  	
   

  	
  Facsimile:
  (312) 895-1056

  
	
   

  	
   

  	
  Email:
  

  	
  smencoff@mdcp.com

  
	
   

  	
   

  	
   

  	
  tsouleles@mdcp.com

  
	
   

  	
   

  	
   

  
	 
	
   

  	
  with
  a copy to:

  	 

	 
	
   

  	
   

  	 

	 
	
   

  	
   

  	
  Kirkland &
  Ellis LLP

  	 

	 
	
   

  	
   

  	
  200
  East Randolph Drive

  	 

	 
	
   

  	
   

  	
  Chicago,
  IL 60601

  	 

	 
	
   

  	
   

  	
  Attention:
  Jeffrey W. Richards, Esq.

  	 

	 
	
   

  	
   

  	
  Facsimile:
  (312) 861-2200

  	 

	 
	
   

  	
   

  	
  Email:
  jrichards@kirkland.com

  	 

							



 


17





















 


	
   

  	
  to
  Boise Holdings:

  
	
   

  	
   

  	
  Boise
  Cascade Holdings, L.L.C.

  
	
   

  	
   

  	
  c/o
  Madison Dearborn Partners, L.L.C.

  
	
   

  	
   

  	
  Three
  First National Plaza

  
	
   

  	
   

  	
  Suite 3800

  
	
   

  	
   

  	
  Chicago,
  IL 60602

  
	
   

  	
   

  	
  Attention:

  	
  Samuel
  M. Mencoff

  
	
   

  	
   

  	
   

  	
  Thomas
  S. Souleles

  
	
   

  	
   

  	
  Facsimile:
  (312)895-1056

  
	
   

  	
   

  	
  Email:

  	
  smencoff@mdcp.com

  
	
   

  	
   

  	
   

  	
  tsouleles@mdcp.com

  
	
   

  	
   

  	
   

  
	
   

  	
  with
  a copy to:

  
	
   

  	
   

  
	
   

  	
   

  	
  Kirkland &
  Ellis LLP

  
	
   

  	
   

  	
  200
  East Randolph Drive

  
	
   

  	
   

  	
  Chicago,
  IL 60601

  
	
   

  	
   

  	
  Attention:
  Jeffrey W. Richards, Esq.

  
	
   

  	
   

  	
  Facsimile:
  (312) 861-2200

  
	
   

  	
   

  	
  Email:
  jrichards@kirkland.com

  
	
   

  	
   

  	
   

  
	
   

  	
  to
  other Securityholders:

  
	
   

  	
   

  
	
   

  	
   

  	
  To
  the address which appears

  
	
   

  	
   

  	
  on
  the books and records of Boise Holdings

  
							



 


or
to such other address as any party hereto may, from time to time, designate in
a written notice given in like manner. All notices and other communications
hereunder shall be effective: (i) the day of delivery when delivered by
hand, facsimile, electronic transmission or overnight courier; and (ii) three
Business Days from the date deposited in the mail in the manner specified
above.


 


8.2                                 Amendment; Waiver.  Any
provision of this Agreement may be amended or waived if, and only if, such
amendment or waiver is in writing and signed: (i) in the case of an amendment,
by: (A) Boise Holdings; (B) Securityholders holding a majority of the
Units of Series B Common held by the BCC Holders; (C) Securityholders
holding a majority of the Units of Series B Common held by FPH Holders;
and (D) by each of FPH and BCC (in each case only so long as such Person
or any of its Affiliates is a Securityholder); or (ii) in the case of a
waiver, by the party against whom the waiver is to be effective. The rights of
BCC and FPH to consent to an amendment to this Agreement shall not be
assignable by BCC or FPH and shall not inure to the benefit of any transferee,
successor or assign of BCC or FPH, other than to an Affiliate of such party who
is a (or in connection therewith, becomes) Securityholder, without the prior written
consent of the other. No failure or delay by any party in exercising any right,
power or privilege hereunder shall operate as a waiver thereof nor shall any
single or partial exercise thereof preclude any other or further exercise
thereof or the exercise of any other right, power or privilege. Except as
otherwise provided herein, the rights and remedies herein provided shall be cumulative
and not exclusive of any rights or remedies provided by law.


 


18





















 


8.3                                 Assignment.  Except as otherwise expressly
provided herein, no party to this Agreement may assign any of its rights or
obligations under this Agreement without the prior written consent of the other
parties hereto.


 


8.4                                 Entire Agreement.  This
Agreement (including the exhibits hereto) and the related Registration Rights
Agreement, contains the entire agreement among the parties hereto with respect
to the subject matter hereof and supersedes all prior agreements and
understandings, oral or written, with respect to such matters.


 


8.5                                 Public Disclosure.  Each
of the parties hereby agrees that, except as may be required to comply with the
requirements of any applicable Laws or the rules and regulations of any
stock exchange upon which its securities (or the securities of one of its
Affiliates) are traded, it shall not make or permit to be made any press
release or similar public announcement or communication concerning the
execution or performance of this Agreement unless specifically approved in
advance by all parties hereto. In the event, however, that legal counsel for
any party is of the opinion that a press release or similar public announcement
or communication is required by Law or by the rules and regulations of any
stock exchange on which such party’s securities (or the securities of one of such
party’s Affiliates) are traded, then such party may issue a public announcement
limited solely to that which legal counsel for such party advises is required
under such Law or such rules and regulations (and the party making any
such announcement shall provide a copy thereof to the other party for review
before issuing such announcement).


 


8.6                                 Parties in Interest.  This
Agreement shall inure to the benefit of and be binding upon the parties hereto
and their respective successors and permitted assigns. Nothing in this
Agreement, express or implied, is intended to confer upon any Person other than
Boise Holdings, BCC, FPH or their respective successors or permitted assigns,
any rights or remedies under or by reason of this Agreement.


 


8.7                                 GOVERNING LAW: SUBMISSION TO JURISDICTION:
SELECTION OF FORUM.  THIS AGREEMENT SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF DELAWARE, WITHOUT GIVING
EFFECT TO ITS PRINCIPLES OF CONFLICTS OF LAWS. EACH PARTY HERETO AGREES THAT IT
SHALL BRING ANY ACTION OR PROCEEDING IN RESPECT OF ANY CLAIM ARISING OUT OF OR
RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTAINED IN OR CONTEMPLATED BY
THIS AGREEMENT, WHETHER IN TORT OR CONTRACT OR AT LAW OR IN EQUITY, EXCLUSIVELY
IN ANY UNITED STATES FEDERAL COURT OR ANY STATE COURT LOCATED IN THE STATE OF
ILLINOIS (THE “CHOSEN COURTS”) AND: (I) IRREVOCABLY SUBMITS TO THE
EXCLUSIVE JURISDICTION OF THE CHOSEN COURTS; (II) WAIVES ANY OBJECTION TO
LAYING VENUE IN ANY SUCH ACTION OR PROCEEDING IN THE CHOSEN COURTS; (III)
WAIVES ANY OBJECTION THAT THE CHOSEN COURTS ARE AN INCONVENIENT FORUM OR DO NOT
HAVE JURISDICTION OVER ANY PARTY HERETO; AND (IV) AGREES THAT SERVICE OF
PROCESS UPON SUCH PARTY IN ANY SUCH ACTION OR PROCEEDING SHALL BE EFFECTIVE IF
NOTICE IS GIVEN IN ACCORDANCE WITH SECTION 8.1 OF THIS AGREEMENT.


 


19





















 


8.8                                 Counterparts.  This
Agreement may be executed in one or more counterparts (including by facsimile
or electronic transmission), each of which shall be deemed an original, and all
of which shall constitute one and the same Agreement.


 


8.9                                 Severability.  The
provisions of this Agreement shall be deemed severable and the invalidity or unenforceability
of any provision shall not affect the validity or enforceability of the other
provisions hereof or thereof. If any provision of this Agreement, or the application
thereof to any Person or any circumstance, is invalid or unenforceable: (a) a
suitable and equitable provision shall be substituted therefor in order to
carry out, so far as may be valid and enforceable, the intent and purpose of
such invalid or unenforceable provision; and (b) the remainder of this
Agreement and the application of such provision to other Persons or circumstances
shall not be affected by such invalidity or unenforceability, nor shall such invalidity
or unenforceability affect the validity or enforceability of such provision, or
the application thereof, in any other jurisdiction.


 


8.10                           Headings.  The heading references and the
table of contents herein are for convenience purposes only, do not constitute a
part of this Agreement and shall not be deemed to limit or affect any of the
provisions hereof.


 


8.11                           Equitable Relief.  Each
party acknowledges that money damages would be inadequate to protect against
any actual or threatened breach of this Agreement by any party and that each
party shall be entitled to equitable relief, including specific performance
and/or injunction, without posting bond or other security in order to enforce
or prevent any violations of the provisions of this Agreement.


 


8.12                           No Partnership.  This
Agreement shall not constitute an appointment of any party as the agent of any
other party, nor shall any party have any right or authority to assume, create
or incur in any manner any obligation or other liability of any kind, express
or implied, against, in the name or on behalf of, any other party. Nothing
herein or in the transactions contemplated by this Agreement shall be construed
as, or deemed to be, the formation of a partnership by or among the parties
hereto.


 


8.13                           Certain Consents of BCC Holders.


 


(a)                                  Neither Boise Holdings or any of its
Subsidiaries shall, without the prior written consent of BCC Holders then
holding a majority of the outstanding Series B Common then held by all BCC
Holders, make any amendment of the certificate of formation, limited liability
company agreement or other governing documents of Boise Holdings or any of its Subsidiaries
which would (i) treat any BCC Holder disproportionately vis-a-vis any FPH
Holder or (ii) place any restriction or limitation on the ability of any
BCC Holder to Transfer all or any portion of its Units or reduce the
consideration received or to be received by such BCC 

Holder in connection with such Transfer.


 


(b)                                 Boise Holdings agrees that BCC will have the
right to cause its Series A Common to be acquired (i) by Boise
Holdings prior to any payments being made to FPH from the proceeds of any
underwritten public offering of equity securities of Boise Holdings and (ii) in
connection with the closing of any Sale of the Company, in each case as long as
cash proceeds are available to Common Units.  
The purchase price per unit for Series A Common 


 


20





















 


acquired
pursuant to clause (i) of this Section 8.13(b) shall be equal to
the Liquidation Value (as defined in Boise Holdings’ limited liability company
agreement) thereof plus Series A Common Accumulated Dividends (as defined
in Boise Holdings’ limited liability company agreement) plus all other accrued
but unpaid dividends thereon (the “Series A Per Unit Value”) and
the purchase price per unit for Series A Common acquired pursuant to
clause (ii) of this Section 8.13(b) shall be the lesser of (A) the
Series A Per Unit Value and (B) the aggregate amount available for
distribution to holders of Common Units of Boise Holdings in such Sale of the
Company divided by the number of units of Series A Common then
outstanding.


 


(c)                                  Boise Holdings shall not, without the prior
written consent of BCC Holders then holding a majority of the outstanding Series A
Common then held by all BCC Holders, pay any dividend in respect of, or make
any redemption or repurchase of, any Units of Series B Common held by any
FPH Holder.


 


*                                         *                                         *                                         *


 


21





















 


IN WITNESS WHEREOF, the parties have executed or caused this Agreement
to be executed as of the date first written above.


 


	
   

  	
  BOISE CASCADE CORPORATION

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Guy G. Hurlbutt

  	
   

  
	
   

  	
   

  	
  Name:
  

  	
  Guy
  G. Hurlbutt

  
	
   

  	
   

  	
  Title:
  

  	
  Vice
  President

  
	
   

  	
   

  
	
   

  	
  FOREST PRODUCTS HOLDINGS, L.L.C.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Madison
  Dearborn Capital Partners IV, L.P.

  
	
   

  	
  Its:

  	
  Managing
  Member

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Madison
  Dearborn Partners IV, L.P.

  
	
   

  	
  Its:
  

  	
  General
  Partner

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Madison
  Dearborn Partners, L.L.C.

  
	
   

  	
  Its:
  

  	
  General
  Partner

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Thomas S. Souleles

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Thomas S. Souleles

  
	
   

  	
   

  	
  Title:

  	
  Managing Director

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  BOISE CASCADE HOLDINGS, L.L.C.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Thomas S. Souleles

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Thomas
  S. Souleles

  
	
   

  	
   

  	
  Title:

  	
  Vice
  President

  
									



 


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