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) TIMBER HOLDING
CO.; (B) STOCKHOLDERS HOLDING A MAJORITY OF THE SHARES OF SERIES B COMMON HELD
BY THE BOISE SUB HOLDERS; (C) STOCKHOLDERS HOLDING A MAJORITY OF THE SHARES OF
SERIES B COMMON HELD BY FPH HOLDERS; AND (D) BY EACH OF FPH AND BOISE SUB (IN
EACH CASE ONLY SO LONG AS SUCH PERSON OR ANY OF ITS AFFILIATES IS A
STOCKHOLDER); OR (II) IN THE CASE
18
OF A WAIVER, BY THE PARTY AGAINST WHOM THE WAIVER IS TO BE EFFECTIVE.
THE
RIGHTS OF BOISE SUB AND FPH TO CONSENT TO AN AMENDMENT TO THIS AGREEMENT SHALL
NOT BE ASSIGNABLE BY BOISE SUB OR FPH AND SHALL NOT INURE TO THE BENEFIT OF ANY
TRANSFEREE, SUCCESSOR OR ASSIGN OF BOISE SUB OR FPH, OTHER THAN TO AN AFFILIATE
OF SUCH PARTY WHO IS A (OR IN CONNECTION THEREWITH, BECOMES) STOCKHOLDER,
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.
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