TO BE
DISTRIBUTED (IN THE PROPORTION THAT THE NUMBER OF SERIES B COMMON UNITS AND
SERIES C COMMON UNITS HELD BY EACH SUCH HOLDER IMMEDIATELY PRIOR TO SUCH
DISTRIBUTION BEARS TO THE AGGREGATE NUMBER OF SERIES B COMMON UNITS AND SERIES C
COMMON UNITS OUTSTANDING IMMEDIATELY PRIOR TO SUCH DISTRIBUTION.
For all purposes of Section 4.2(b)(ii), if any Series C Common Unit has been
granted with a Threshold Equity Value established pursuant to Section 2.3(c),
then such Series C Common Unit will not have the right to receive any
Distributions under Section 4.2(b)(ii) (and such Series C Common Unit will be
disregarded for purposes of allocating Distributions among the Holders of Series
B Common Units and Series C Common Units pursuant to the parenthetical in
Section 4.2(b)(ii)) until the aggregate Distributions that have been made to all
other Units under Sections 4.2(b)(i) and (ii) from and after the date hereof are
equal to the Threshold Equity Value of such Series C Common Unit.
(C)
IN-KIND DISTRIBUTIONS.
AT ANY TIME, AND FROM TIME TO TIME, THE
COMPANY MAY DISTRIBUTE TO ITS HOLDERS SECURITIES OR OTHER PROPERTY HELD BY THE
COMPANY; PROVIDED THAT ANY SUCH DISTRIBUTION SHALL NOT SATISFY ANY OF THE
COMPANY'S OBLIGATIONS PURSUANT TO SECTION 4.2(A).
IN ANY DISTRIBUTION PURSUANT
TO THIS SECTION 4.2(C), THE PROPERTY SO DISTRIBUTED WILL BE DISTRIBUTED AMONG
THE HOLDERS IN THE SAME PROPORTIONS AS CASH EQUAL TO THE FAIR MARKET VALUE OF
SUCH PROPERTY (AS DETERMINED IN GOOD FAITH BY THE BOARD) WOULD BE DISTRIBUTED
AMONG THE HOLDERS PURSUANT TO SECTION 4.2(B).
THE BOARD MAY REQUIRE AS A
CONDITION OF DISTRIBUTION OF SECURITIES HEREUNDER THAT THE HOLDERS EXECUTE AND
DELIVER SUCH DOCUMENTS AS THE BOARD MAY DEEM NECESSARY OR APPROPRIATE TO ENSURE
COMPLIANCE WITH ALL U.S. FEDERAL AND STATE SECURITIES LAWS
8
WHICH APPLY TO SUCH DISTRIBUTION AND ANY FURTHER TRANSFER OF THE DISTRIBUTED
SECURITIES, AND MAY APPROPRIATELY LEGEND THE CERTIFICATES WHICH REPRESENT SUCH
SECURITIES TO REFLECT ANY RESTRICTION ON TRANSFER WITH RESPECT TO SUCH LAWS.
(D)
SALE OF THE COMPANY.
IN CONNECTION WITH ANY SALE OF THE COMPANY,
UNLESS OTHERWISE DETERMINED BY THE BOARD, THE AGGREGATE CASH, SECURITIES AND
OTHER PROPERTY TO BE RECEIVED IN SUCH SALE OF THE COMPANY AS CONSIDERATION IN
RESPECT OF THE UNITS SHALL BE ALLOCATED IN SUCH SALE OF THE COMPANY AMONG THE
HOLDERS AS IF SUCH CONSIDERATION WERE DISTRIBUTED BY THE COMPANY TO THE HOLDERS
PURSUANT TO THE PROVISIONS OF SECTION 4.2(B).
(E)
REDEMPTION OF FPH COMMON UNITS IN CONNECTION WITH REPURCHASES FROM
FPH MANAGEMENT MEMBERS.
IN THE EVENT FPH ELECTS TO EXERCISE ITS RIGHTS UNDER
ANY FPH MANAGEMENT EQUITY AGREEMENT TO REPURCHASE FPH SERIES B UNITS FROM AN FPH
MANAGEMENT MEMBER, THE COMPANY WILL REDEEM AN EQUAL NUMBER OF SERIES B COMMON
UNITS HELD BY FPH AT A REDEMPTION PRICE EQUAL TO THE REPURCHASE PRICE PAYABLE BY
FPH FOR SUCH FPH SERIES B UNITS PURSUANT TO THE TERMS OF SUCH FPH MANAGEMENT
EQUITY AGREEMENT (LESS ANY AMOUNT DISTRIBUTED TO FPH IN RESPECT THEREOF BY BOISE
LAND