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
10
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