DELIVER TO
BOISE HOLDINGS SUCH 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