THE COMPANY WILL NOT SELECT A DIFFERENT
ACCOUNTING FIRM THAN KPMG LLC (OR ITS AFFILIATE ACCOUNTING FIRMS) TO SERVE AS
ITS (AND THE COMPANY'S AFFILIATES') INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
(THE "COMPANY'S AUDITORS") WITHOUT BOISE'S PRIOR WRITTEN CONSENT (WHICH WILL NOT
BE UNREASONABLY WITHHELD); PROVIDED THAT NOTHING HEREIN SHALL PREVENT A CHANGE
IN THE COMPANY' AUDITORS TO THE EXTENT THAT THE COMPANY'S
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BOARD OR ITS AUDIT COMMITTEE DETERMINES THAT A CHANGE IS REASONABLY NECESSARY IN
ORDER FOR THE MEMBERS THEREOF TO COMPLY WITH THEIR FIDUCIARY DUTIES..
(II)
THE COMPANY WILL PROVIDE TO BOISE ON A TIMELY BASIS ALL
INFORMATION THAT BOISE REASONABLY REQUIRES TO MEET ITS SCHEDULE FOR THE
PREPARATION, PRINTING, FILING, AND PUBLIC DISSEMINATION OF THE BOISE ANNUAL
FINANCIAL STATEMENTS IN ACCORDANCE WITH SECTIONS 11(A) THROUGH (F) HEREOF AND AS
REQUIRED BY APPLICABLE LAW.
WITHOUT LIMITING THE GENERALITY OF THE FOREGOING,
THE COMPANY WILL PROVIDE ALL REQUIRED FINANCIAL INFORMATION WITH RESPECT TO THE
COMPANY AND ITS SUBSIDIARIES TO THE COMPANY'S AUDITORS IN A SUFFICIENT AND
REASONABLE TIME AND IN SUFFICIENT DETAIL TO PERMIT THE COMPANY'S AUDITORS TO
TAKE ALL STEPS AND PERFORM ALL REVIEWS NECESSARY TO PROVIDE SUFFICIENT
ASSISTANCE TO BOISE'S AUDITORS WITH RESPECT TO INFORMATION TO BE INCLUDED OR
CONTAINED IN THE BOISE ANNUAL FINANCIAL STATEMENTS.
(III)
THE COMPANY WILL AUTHORIZE THE COMPANY'S AUDITORS TO MAKE
AVAILABLE TO BOISE'S AUDITORS BOTH THE PERSONNEL WHO PERFORMED, OR ARE
PERFORMING, THE ANNUAL AUDIT OF THE COMPANY AND WORK PAPERS RELATED TO THE
ANNUAL AUDIT OF THE COMPANY, IN ALL CASES WITHIN A REASONABLE TIME PRIOR TO THE
COMPANY'S AUDITORS' OPINION DATE, SO THAT BOISE'S AUDITORS ARE ABLE TO PERFORM
THE PROCEDURES THEY CONSIDER NECESSARY TO TAKE RESPONSIBILITY FOR THE WORK OF
THE COMPANY'S AUDITORS AS IT RELATES TO BOISE'S AUDITORS' REPORT ON BOISE'S
STATEMENTS, ALL WITHIN SUFFICIENT TIME TO ENABLE BOISE TO MEET ITS TIMETABLE FOR
THE PRINTING, FILING AND PUBLIC DISSEMINATION OF THE BOISE ANNUAL FINANCIAL
STATEMENTS.
(IV)
IF BOISE DETERMINES IN GOOD FAITH THAT THERE MAY BE SOME
INACCURACY IN THE FINANCIAL STATEMENTS OF THE COMPANY OR ANY ITS SUBSIDIARIES OR
DEFICIENCY IN SUCH PERSON'S INTERNAL ACCOUNTING CONTROLS OR OPERATIONS THAT
COULD MATERIALLY IMPACT BOISE'S FINANCIAL STATEMENTS, AT BOISE'S REQUEST, THE
COMPANY WILL PROVIDE BOISE'S INTERNAL AUDITORS WITH ACCESS TO THE BOOKS AND
RECORDS OF THE COMPANY AND ITS SUBSIDIARIES SO THAT BOISE MAY CONDUCT REASONABLE
AUDITS RELATING TO THE FINANCIAL STATEMENTS PROVIDED BY THE COMPANY UNDER THIS
AGREEMENT AS WELL AS TO THE INTERNAL ACCOUNTING CONTROLS AND OPERATIONS OF THE
COMPANY AND ITS SUBSIDIARIES.
(D)
NOTICE OF CHANGES.
SUBJECT TO SECTION 9(A) AND SECTION 11(C), THE COMPANY
WILL GIVE BOISE AS MUCH PRIOR NOTICE AS REASONABLY PRACTICABLE OF ANY PROPOSED
DETERMINATION OF, OR ANY SIGNIFICANT CHANGES IN, THE COMPANY'S ACCOUNTING
ESTIMATES OR ACCOUNTING PRINCIPLES WITH RESPECT TO THE BUSINESS FROM THOSE IN
EFFECT WITH RESPECT TO THE BUSINESS AS OF IMMEDIATELY PRIOR TO THE CLOSING.
THE
COMPANY WILL CONSULT WITH BOISE AND, IF REQUESTED BY BOISE, THE COMPANY WILL
CONSULT WITH BOISE'S AUDITORS WITH RESPECT THERETO.