ACCORDANCE WITH THE REQUIREMENTS OF THE STOCKHOLDERS, AS MAY BE
REQUESTED IN WRITING BY ANY OF THE 10% STOCKHOLDERS. IN ADDITION TO THE
FOREGOING, IF BCC OR ANY OF ITS AFFILIATES IS REQUIRED TO REPORT ITS INVESTMENT
IN TIMBER HOLDING CO. UNDER AN EQUITY ACCOUNTING METHOD, TIMBER HOLDING CO.
SHALL USE ITS COMMERCIALLY REASONABLE EFFORTS TO NOTIFY BCC OR THE AFFILIATE OF
ITS SHARE OF TIMBER HOLDING CO.'S INCOME OR LOSS WHEN AVAILABLE CONSISTENT WITH
PAST PRACTICES.
TIMBER HOLDING CO. SHALL BEAR THE COST OF PROVIDING FINANCIAL
AND ACCOUNTING INFORMATION REASONABLY REQUIRED BY ANY OF THE 10% STOCKHOLDERS IN
THE PREPARATION OF SUCH 10% STOCKHOLDER'S OWN FINANCIAL STATEMENTS. SUCH ANNUAL
AND INTERIM FINANCIAL STATEMENTS SHALL BE PREPARED IN ACCORDANCE WITH GAAP AND
SHALL PRESENT FAIRLY THE FINANCIAL POSITION AND RESULTS OF OPERATIONS OF TIMBER
HOLDING CO.
4.5
STOCKHOLDER'S AUDIT. IN ADDITION TO, AND NOT
IN LIMITATION OF, THE RIGHTS ACCORDED ALL STOCKHOLDERS OF TIMBER HOLDING CO. BY
SECTION 220 OF THE DGCL, UPON REASONABLE ADVANCE WRITTEN NOTICE TO TIMBER
HOLDING CO., ANY 10% STOCKHOLDER MAY REQUEST AN AUDIT OF THE BOOKS AND RECORDS
OF TIMBER HOLDING CO. AND ITS SUBSIDIARIES (A "STOCKHOLDER'S AUDIT") BY AN
INDEPENDENT AUDITOR OF ITS SELECTION, OTHER THAN THE CPA FIRM. ANY STOCKHOLDER'S
AUDIT SHALL BE AT THE EXPENSE OF THE REQUESTING 10% STOCKHOLDER UNLESS MATERIAL
ERROR OR FRAUD IS FOUND, IN WHICH CASE SUCH AUDIT SHALL BE AT THE EXPENSE OF
TIMBER HOLDING CO.. ALL INFORMATION OBTAINED BY ANY 10% STOCKHOLDER IN ANY SUCH
AUDIT SHALL BE TREATED AS CONFIDENTIAL.
4.6
CONSENT OF TIMBER HOLDING CO. AUDITORS. UPON
REQUEST FROM TIME TO TIME BY ANY 10% STOCKHOLDER, TIMBER HOLDING CO. SHALL USE
ITS COMMERCIALLY REASONABLE EFFORTS TO OBTAIN THE WRITTEN AGREEMENTS OF TIMBER
HOLDING CO.'S AUDITORS TO PERMIT THE USE OF TIMBER HOLDING CO.'S AUDITED
FINANCIAL STATEMENTS IN CONNECTION WITH SUCH 10% STOCKHOLDER'S AND/OR ITS
AFFILIATES' FILINGS MADE WITH THE COMMISSION (IF SUCH FINANCIAL STATEMENTS ARE
NECESSARY FOR SUCH FILINGS WITH THE COMMISSION) AND, SUBJECT TO SUCH AUDITOR'S
NORMAL PROCEDURES, IN PRIVATE OR PUBLIC OFFERINGS OF SECURITIES OF SUCH 10%
STOCKHOLDER AND/OR ITS AFFILIATES AS MAY BE REASONABLY REQUESTED BY SUCH 10%
STOCKHOLDER. IN ADDITION, TIMBER HOLDING CO. WILL USE COMMERCIALLY REASONABLE
EFFORTS TO CAUSE TIMBER HOLDING CO.'S AUDITORS TO PROVIDE A COMFORT LETTER IN
ACCORDANCE WITH SAS 72 FOR ANY SUCH OFFERING.
ARTICLE V
TRANSFER OF SHARES
5.1
GENERAL. NO STOCKHOLDER WILL DIRECTLY OR
INDIRECTLY SELL, ASSIGN, PLEDGE, ENCUMBER, HYPOTHECATE, DISPOSE OF OR OTHERWISE
TRANSFER ("TRANSFER") ANY SHARES OR INTEREST IN ANY SHARES, AGREE TO ANY SUCH
TRANSFER OR PERMIT ANY SUCH INTEREST TO BE SUBJECT TO TRANSFER, DIRECTLY OR
INDIRECTLY, BY MERGER OR OTHER OPERATION OF LAW, AGREEMENT OR OTHERWISE, EXCEPT
PURSUANT TO AND IN COMPLIANCE WITH THE PROVISIONS OF THIS ARTICLE V.
ANY
PURPORTED TRANSFER IN ANY OTHER MANNER, UNLESS OTHERWISE EXPRESSLY PERMITTED BY
THIS ARTICLE V, SHALL BE NULL AND VOID, AND SHALL NOT BE RECOGNIZED OR GIVEN
EFFECT BY TIMBER HOLDING CO. OR ANY STOCKHOLDER.
5.2
TRANSFERS BY BOISE SUB