(THE "TAG-ALONG OPTION") TO
SELL ANY OR ALL OF ITS SHARES OF THE SAME CLASS AND SERIES TO THE PROPOSED
PURCHASER ON THE TERMS AND CONDITIONS SET FORTH IN SUCH SALE NOTICE SUBJECT TO
THE PROVISIONS SET FORTH IN THIS SECTION 5.3(B). BOISE SUB SHALL EXERCISE ITS
TAG-ALONG OPTION BY GIVING WRITTEN NOTICE TO FPH WITHIN TEN BUSINESS DAYS
FOLLOWING ITS RECEIPT OF THE SALE NOTICE, WHICH NOTICE SHALL SPECIFY THE NUMBER
OF SHARES OF THE SAME CLASS AND SERIES AS TO WHICH BOISE SUB IS EXERCISING ITS
TAG-ALONG RIGHT. IN THE EVENT THAT BOISE SUB EXERCISES ITS TAG-ALONG OPTION WITH
RESPECT TO ANY SALE NOTICE, BOISE SUB SHALL BE ENTITLED TO SELL ITS PRO RATA
SHARE (BASED ON THE NUMBER OF SHARES PROPOSED TO BE SOLD BY THE FPH HOLDER AND
BOISE SUB, RESPECTIVELY) OF THE SHARES PROPOSED TO BE SOLD BY THE FPH HOLDER IN
THE SALE NOTICE, IN EACH CASE ON TERMS AND CONDITIONS NO LESS FAVORABLE THAN
SPECIFIED IN THE SALE NOTICE OR OTHERWISE APPLICABLE TO THE SALE TO SUCH
PROSPECTIVE PURCHASERS BY THE FPH HOLDER. IN THE EVENT THAT BOISE SUB DOES NOT
EXERCISE ITS TAG-ALONG OPTION WITH RESPECT TO ANY SALE NOTICE, THE FPH HOLDER
SHALL BE ENTITLED TO SELL ALL OR ANY PART OF ITS SHARES AS SPECIFIED IN THE SALE
NOTICE TO THE PROSPECTIVE PURCHASER SPECIFIED IN THE SALE NOTICE ON THE TERMS
AND CONDITIONS SET FORTH IN THE SALE NOTICE (SUBJECT TO THE PROVISIONS OF THE
THIRD SENTENCE OF SECTION 5.3(A) HEREOF).
(II)
NOTWITHSTANDING SUBSECTION 5.3(B)(I)
ABOVE, WITH RESPECT TO SALES BY A FPH HOLDER OF ANY PART OF ANY CLASS OR SERIES
OF ITS SHARES TO A THIRD PERSON (OTHER THAN PURSUANT TO AN EXEMPT SALE) PRIOR TO
THE EXPIRATION OF THE SIX-MONTH PERIOD BEGINNING ON THE CLOSING DATE AT A PER
SHARE PRICE WHICH DOES NOT EXCEED THE PER SHARE PRICE PAID (EXCLUDING ANY
INTEREST FOR THE CARRYING COST OF SUCH SHARE) BY SUCH FPH HOLDER FOR SUCH
SHARES:
12
(A)
BOISE SUB AND ITS AFFILIATES SHALL NOT HAVE A
TAG-ALONG OPTION DURING SUCH SIX-MONTH PERIOD FOR SALES OF SHARES IN THE
AGGREGATE AMOUNT OF $125 MILLION ("EXCLUDED TAG-ALONG SALES"); AND
(B)
BOISE SUB SHALL HAVE A TAG-ALONG OPTION ON A
PRO-RATA BASIS (I.E., ON THE SAME BASIS APPLICABLE IN SECTION 5.3(B)(I) ABOVE)
WITH RESPECT TO SUCH SALES OF SHARES BY FPH HOLDERS DURING SUCH SIX-MONTH PERIOD
IN EXCESS OF THE EXCLUDED TAG ALONG SALES (THE "INITIAL PERIOD PRO-RATA
TAG-ALONG").
The provisions of this subsection 5.3(b)(ii) shall (x) terminate upon the
expiration of the six-month period beginning on the Closing Date and (y) apply
only to a Transfer or proposed Transfer to any Person that is a private equity
fund, investment banking fund, or Affiliate of the foregoing.
(III)
NOTWITHSTANDING ANYTHING IN THIS AGREEMENT
TO THE CONTRARY, THE RIGHTS UNDER THIS SECTION 5.3(B) SHALL BE EXCLUSIVE TO
BOISE SUB AND ITS AFFILIATES AND SHALL NOT BE ASSIGNABLE TO OR INURE TO THE
BENEFIT OF ANY TRANSFEREE OF BOISE