DATE OF THIS AGREEMENT, FPH OWNS AND AS OF THE DATE OF THE EXCHANGE, WILL
OWN, ALL RIGHT, TITLE AND INTEREST IN AND TO THE SHARES OF CLASS C COMMON BEING
SO EXCHANGED.
IN CONNECTION WITH SUCH EXCHANGE, FPH SHALL DELIVER TO BCC THE
CERTIFICATE REPRESENTING THE SHARES OF CLASS C COMMON BEING EXCHANGED, ENDORSED
IN BLANK OR TOGETHER WITH AN ASSIGNMENT SEPARATE FROM CERTIFICATE, AND BCC SHALL
DELIVER TO FPH A CERTIFICATE REPRESENTING THE SHARES OF CLASS A COMMON BEING
ISSUED IN SUCH EXCHANGE.
FOR THE AVOIDANCE OF DOUBT, NEITHER FPH NOR BCC SHALL
HAVE ANY OBLIGATIONS UNDER THIS SECTION 1B TO EFFECTUATE SUCH EXCHANGE UNLESS
1
THE UNDERWRITING AGREEMENT REFERRED TO IN THE FIRST SENTENCE OF THIS SECTION 1B
IS EXECUTED AND DELIVERED BY THE RESPECTIVE PARTIES THERETO.
1B.
PURCHASE OF PREFERRED STOCK.
IF, BUT ONLY IF,
THE IPO IS CONSUMMATED ON OR PRIOR TO DECEMBER 31, 2005, BCC SHALL PURCHASE FROM
OMX, AND OMX SHALL SELL TO BCC, ON OR PROMPTLY AFTER THE IPO DATE, ALL OF OMX'S
RIGHT, TITLE AND INTEREST IN AND TO THE SHARES OF PREFERRED STOCK OWNED BY OMX,
FOR AN AGGREGATE PURCHASE PRICE (THE "PREFERRED STOCK PURCHASE PRICE") EQUAL TO
(I) $36,367,347 (BEING THE AGGREGATE LIQUIDATION VALUE, AS DEFINED IN THE BCC
CERTIFICATE, OF SUCH SHARES), PLUS (II) SERIES A PREFERRED ACCUMULATED DIVIDENDS
(AS DEFINED IN THE BCC CERTIFICATE), PLUS (III) ALL OTHER ACCRUED AND UNPAID
DIVIDENDS ON THE LIQUIDATION VALUE AND SERIES A PREFERRED ACCUMULATED DIVIDENDS
OF THE PREFERRED STOCK (CALCULATED IN THE CASES OF CLAUSES (II) AND
(III) THROUGH THE REPURCHASE DATE IN ACCORDANCE WITH THE BCC CERTIFICATE).
OMX
REPRESENTS AND WARRANTS TO BCC THAT, AS OF THE DATE OF THIS AGREEMENT, OMX OWNS
AND AS OF THE DATE OF THE PURCHASE AND SALE CONTEMPLATED BY THIS SECTION 1B,
WILL OWN, ALL RIGHT, TITLE AND INTEREST IN AND TO THE PREFERRED STOCK BEING SO
PURCHASED AND SOLD.
1C.
PURCHASE OF BLTH SERIES A COMMON AND BLTH
SERIES B COMMON.
(i)
If, but only if, the IPO is consummated
on or prior to December 31, 2005, BCC agrees that, on or promptly after the IPO
Date, it shall make a capital contribution to Boise Cascade, L.L.C. ("BC") in an
aggregate amount (the "Note Repayment Amount") equal to the lesser of (x) the
excess of (A) the aggregate principal amount plus accrued but unpaid interest
outstanding on that certain Promissory Note, dated as of February 4, 2005,
issued in favor of Boise Land & Timber Corp. ("BLT") by BC (the "Intercompany
Note") minus (B) intercompany amounts owed by BLT and its subsidiaries to BC and
its subsidiaries as of the date of repayment and (y) the excess of (A) the
aggregate net proceeds received by BCC from the IPO (i.e., net of expenses
related to or paid with proceeds from the IPO, including underwriters' discount)
over (B) the Preferred Stock Purchase Price.
BC shall then pay the Note
Repayment Amount to BLT in respect of the Intercompany Note and BLT shall