ARTICLE VI WRITTEN NOTICE (THE "COMPANY NOTICE") OF ITS
INTENTION, DESCRIBING IN DETAIL THE TYPE OF NEW SECURITIES, THE PRICE AND THE
TERMS UPON WHICH BOISE HOLDINGS PROPOSES TO ISSUE OR OTHERWISE TRANSFER SUCH NEW
SECURITIES. EACH SUCH SECURITYHOLDER SHALL HAVE 10 BUSINESS DAYS FROM THE DATE
OF RECEIPT OF ANY SUCH COMPANY NOTICE TO AGREE TO PURCHASE, PURSUANT TO THE
EXERCISE OF THE FIRST OPTION, UP TO SUCH SECURITYHOLDER'S PRO RATA PORTION OF
EACH TYPE AND CLASS AND SERIES OF SUCH NEW SECURITIES (I.E., THE SAME STRIPS)
FOR THE PRICE AND UPON THE TERMS AND CONDITIONS SPECIFIED IN THE COMPANY NOTICE
BY GIVING WRITTEN NOTICE TO BOISE HOLDINGS AND STATING THEREIN THE QUANTITY OF
NEW SECURITIES TO BE PURCHASED.
6.3
BOISE HOLDINGS' RIGHT TO COMPLETE PROPOSED SALE OF NEW SECURITIES
TO THE EXTENT PREEMPTIVE RIGHTS ARE NOT EXERCISED. IN THE EVENT THE
SECURITYHOLDERS FAIL TO EXERCISE A PREEMPTIVE RIGHT WITH RESPECT TO ANY NEW
SECURITIES WITHIN THE PERIODS SPECIFIED IN SECTION 6.2, BOISE HOLDINGS SHALL
HAVE 90 DAYS THEREAFTER TO SELL OR ENTER INTO AN AGREEMENT (PURSUANT TO WHICH
THE SALE OF SUCH NEW SECURITIES SHALL BE CLOSED, IF AT ALL, WITHIN 45 DAYS FROM
THE DATE OF SAID AGREEMENT) TO SELL THE NEW SECURITIES NOT ELECTED TO BE
PURCHASED BY THE SECURITYHOLDERS AT THE PRICE AND UPON TERMS NOT SUBSTANTIALLY
MORE FAVORABLE TO THE PROSPECTIVE PURCHASERS OF SUCH SECURITIES THAN THOSE
SPECIFIED IN THE COMPANY NOTICE. IN THE EVENT THAT BOISE HOLDINGS HAS NOT SOLD
THE NEW SECURITIES OR ENTERED INTO AN AGREEMENT TO SELL THE NEW SECURITIES
WITHIN SAID 90-DAY PERIOD. BOISE HOLDINGS SHALL NOT THEREAFTER ISSUE OR SELL OR
OTHERWISE TRANSFER SUCH NEW SECURITIES WITHOUT FIRST OFFERING SUCH SECURITIES TO
THE SECURITYHOLDERS IN THE MANNER PROVIDED IN THIS ARTICLE VI.
6.4
CLOSING OF PURCHASE. IF A SECURITYHOLDER ELECTS TO PURCHASE UP TO
ITS PRO RATA PORTION OF ANY NEW SECURITIES SET FORTH IN ANY COMPANY NOTICE, SUCH
PURCHASE SHALL BE CONSUMMATED AT SUCH TIME AND AT SUCH LOCATION SELECTED BY
BOISE HOLDINGS UPON REASONABLE ADVANCE NOTICE. AT THE CONSUMMATION OF ANY
PURCHASE AND SALE OF NEW SECURITIES PURSUANT TO THIS ARTICLE VI: (I) BOISE
HOLDINGS SHALL ISSUE OR OTHERWISE TRANSFER TO THE ELECTING SECURITYHOLDER THE
CERTIFICATES EVIDENCING THE NEW SECURITIES BEING PURCHASED, TOGETHER WITH SUCH
OTHER DOCUMENTS OR INSTRUMENTS REASONABLY REQUIRED BY COUNSEL FOR THE
SECURITYHOLDER TO CONSUMMATE SUCH PURCHASE AND SALE; (II) THE SECURITYHOLDER
WILL DELIVER THE CASH CONSIDERATION PAYABLE BY WIRE
15
TRANSFER OF IMMEDIATELY AVAILABLE FUNDS TO AN ACCOUNT OR ACCOUNTS DESIGNATED IN
WRITING BY BOISE HOLDINGS (SUCH DESIGNATION TO BE MADE NO LATER THAN TWO
BUSINESS DAYS PRIOR TO THE DATE OF SUCH CONSUMMATION); (III) BOISE HOLDINGS
SHALL DELIVER TO THE SECURITYHOLDER A WRITTEN REPRESENTATION THAT THE NEW
SECURITIES ARE BEING PURCHASED AND SOLD FREE AND CLEAR OF ANY AND ALL
ENCUMBRANCES (OTHER THAN ENCUMBRANCES UNDER EXISTING SECURITIES LAWS AND UNDER
THIS AGREEMENT AND THE CERTIFICATE OF FORMATION AND LIMITED LIABILITY COMPANY
AGREEMENT FOR BOISE HOLDINGS); AND (IV) THE SECURITYHOLDER SHALL