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").
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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.
(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