HOLDERS. SUBJECT TO
THE OTHER PROVISIONS OF THIS SECTION 5.2, A BOISE SUB HOLDER MAY AT ANY TIME,
WITHOUT THE CONSENT OF ANY OTHER STOCKHOLDER,
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TRANSFER ANY OR ALL OF ITS SHARES OR INTERESTS IN SHARES (A) TO ANY AFFILIATE OR
(B) TO ANY THIRD PERSON OR PERSONS PURSUANT TO A PUBLIC SALE OR A SALE PURSUANT
TO RULE 144 OF THE SECURITIES ACT.
NOTWITHSTANDING THE FOREGOING, EXCEPT IN THE
CASE OF A PUBLIC SALE, NO BOISE SUB HOLDER MAY TRANSFER ANY SHARES TO ANY OTHER
PERSON THEN ENGAGED, DIRECTLY OR INDIRECTLY, IN A BUSINESS THAT COMPETES WITH
ANY BUSINESS OF FPH OR ANY OF ITS SUBSIDIARIES.
FURTHERMORE, NO BOISE SUB
HOLDER MAY TRANSFER ANY SHARES, EXCEPT IN A PUBLIC SALE, WITHOUT THE PRIOR
WRITTEN CONSENT OF FPH (WHICH MAY BE WITHHELD BY FPH FOR ANY REASON UNTIL THE
THIRD ANNIVERSARY OF THE CLOSING UNDER THE ASSET PURCHASE AGREEMENT AND MAY BE
WITHHELD AFTER THE THIRD ANNIVERSARY IN FPH'S REASONABLE DISCRETION).
IN NO
EVENT SHALL BOISE SUB, WITHOUT THE PRIOR WRITTEN CONSENT OF FPH, TRANSFER ANY
SHARES TO BCC OR ANY SUBSIDIARY OF BCC THAT OWNED, LEASED OR LICENSED ANY ASSETS
TRANSFERRED TO TIMBER HOLDING CO. IN CONNECTION WITH THE TRANSACTIONS
CONTEMPLATED BY THE ASSET PURCHASE AGREEMENT.
THE FOREGOING CONSENT RIGHTS
SHALL NOT BE ASSIGNABLE BY FPH OR INURE TO THE BENEFIT OF ANY TRANSFEREE,
SUCCESSOR OR ASSIGN OF FPH, EXCEPT FOR AN AFFILIATE OF FPH WHO IS (OR BECOMES) A
STOCKHOLDER.
NOTWITHSTANDING THE FOREGOING AND EXCEPT IN THE CASE OF A PUBLIC
SALE, ANY TRANSFER OF SHARES BY A BOISE SUB HOLDER SHALL BE NULL AND VOID AND
TIMBER HOLDING CO. SHALL REFUSE TO RECOGNIZE SUCH TRANSFER UNLESS THE TRANSFEREE
EXECUTES AND DELIVERS TO EACH PARTY HERETO AN AGREEMENT (A "BOISE SUB JOINDER
AGREEMENT"): (I) ACKNOWLEDGING THAT ALL SHARES OR INTERESTS IN ANY SHARES SO
TRANSFERRED ARE AND SHALL REMAIN SUBJECT TO THIS AGREEMENT; AND (II) AGREEING TO
BE BOUND HEREBY.
FURTHERMORE, AS A CONDITION PRECEDENT TO ANY TRANSFER OF
SHARES BY A BOISE SUB HOLDER, BCC MUST CERTIFY IN WRITING TO TIMBER HOLDING CO.,
WITHOUT QUALIFICATION, THAT (A) EACH OF BCC, BOISE SUB AND ANY AFFILIATE OF BCC
OR BOISE SUB (COLLECTIVELY, INCLUDING BOISE CASCADE OFFICE PRODUCTS CORP. AND
OFFICEMAX INCORPORATED, THE "BCC PARTIES") IS IN GOOD STANDING UNDER EACH
AGREEMENT, ARRANGEMENT OR COVENANT TO WHICH A BCC PARTY IS PARTY WITH FPH OR ANY
OF FPH'S AFFILIATES (INCLUDING, WITHOUT LIMITATION, THE ASSET PURCHASE
AGREEMENT, THE BOS PAPER SALES AGREEMENT AND THE ADDITIONAL CONSIDERATION
AGREEMENT, THE "RELEVANT AGREEMENTS"), (B) NO BCC PARTY HAS IN ANY MATERIAL
RESPECT DEFAULTED UNDER OR BREACHED, OR IS IN ANY MATERIAL RESPECT IN DEFAULT
UNDER OR IN BREACH OF, ANY RELEVANT AGREEMENT AND (C) EACH SUCH BCC PARTY
REAFFIRM ITS OBLIGATIONS UNDER EACH SUCH RELEVANT AGREEMENT.
ANY BOISE SUB
HOLDER SHALL NOTIFY THE OTHER PARTIES OF ANY INTENDED TRANSFER OF SHARES OR
INTERESTS IN SHARES PURSUANT TO THIS SECTION 5.2 (OTHER THAN PURSUANT TO AN
EXEMPT SALE), GIVING THE NAME AND