BLTH, KOOSKIA AND FPH.
EACH OF BLTH, FPH AND
KOOSKIA HEREBY AGREE THAT, IN LIGHT OF THE SALE OF SUBSTANTIALLY ALL OF THE
ASSETS OF BLTH, FROM AND AFTER THE IPO DATE AND THE REPAYMENT OF THE NOTE
REPAYMENT AMOUNT TO BLTH, THE STOCKHOLDERS AGREEMENT IS HEREBY AMENDED TO
REVISE ARTICLES 3 AND ARTICLE 4, EFFECTIVE AS OF THE REPAYMENT OF THE NOTE
AMOUNT AS SET FORTH BELOW.
(I)
THE FOLLOWING CHANGES SHALL BE MADE TO
ARTICLE 3;
(A)
SECTION 3.3 IS REVISED TO READ AS FOLLOWS:
3.3
THE BOARD SHALL CONSIST OF ONE INDIVIDUAL
DESIGNATED IN WRITING BY FPH.
(B)
SECTION 3.9 IS DELETED.
(II)
THE FOLLOWING CHANGES SHALL BE MADE TO
ARTICLE 4:
(A)
DELETE SECTION 4.3 [REQUIREMENT FOR ANNUAL
INDEPENDENT AUDIT BY A BIG FOUR AUDITOR];
(B)
REVISE SECTION 4.4 BY DELETING THE
REQUIREMENT IN CLAUSE (A) OF THE SECOND SENTENCE THEREOF THAT THE ANNUAL
FINANCIAL STATEMENTS REQUIRED BY SUCH CLAUSE BE AUDITED AND CERTIFIED BY AN
INDEPENDENT AUDITING FIRM; AND
(C) DELETE SECTION 4.6 [REQUIREMENT FOR CONSENT BY AUDITORS FOR FILING OF
STATEMENTS WITH A STOCKHOLDERS FILINGS WITH THE SEC]
2D.
CONSENT TO ASSIGNMENT OF OBLIGATIONS UNDER
APA.
OMX AGREES THAT, ON OR AFTER THE IPO DATE, FPH MAY ASSIGN TO BC (I) ITS
OBLIGATIONS UNDER THAT CERTAIN ASSET PURCHASE AGREEMENT, DATED AS OF JULY 26,
2004, BY AND AMONG OMX (FORMERLY BOISE CASCADE CORPORATION), MINIDOKA PAPER
COMPANY, OFFICEMAX SOUTHERN COMPANY (FORMERLY BOISE SOUTHERN COMPANY), BLT AND
FPH AND (II) ITS RIGHTS AND OBLIGATIONS UNDER THAT CERTAIN MUTUAL ADMINISTRATIVE
SERVICES AGREEMENT, DATED AS OF OCTOBER 29, 2004, BY AND BETWEEN OMX AND FPH.
2E.
NEW BCC CERTIFICATE OF INCORPORATION.
OMX
AND FPH ACKNOWLEDGE AND AGREE THAT ONE OR MORE AMENDMENTS TO BCC'S CERTIFICATE
OF INCORPORATION MAY OCCUR TO (I) REFLECT THAT NO SHARES
6
OF CLASS C COMMON OR SERIES A PREFERRED ARE OUTSTANDING AND TO DELETE AUTHORITY
TO ISSUE SUCH SHARES AND ALL RIGHTS WITH RESPECT TO SUCH SHARES AND/OR (II) TO
EFFECTUATE A STOCK SPLIT ON THE CLASS A COMMON AND/OR CLASS B COMMON SO THAT
THERE ARE THE APPROPRIATE NUMBER OF SHARES OUTSTANDING AND EACH PARTY WILL
EXECUTE ANY WRITTEN CONSENT IN FAVOR OF SUCH AMENDMENT(S) THAT ARE REASONABLY
REQUESTED BY BCC IN ORDER TO EFFECTUATE SUCH CHANGES.
SECTION 3.
REPRESENTATIONS AND
WARRANTIES OF FPH, KOOSKIA AND OMX. AS A MATERIAL INDUCEMENT TO BCC AND BLTH TO
ENTER INTO THIS AGREEMENT, EACH OF FPH, KOOSKIA AND OMX REPRESENTS AND WARRANTS
FOR ITSELF (SEVERALLY AND NOT JOINTLY) THAT THIS AGREEMENT AND THE DOCUMENTS
REQUIRING EXECUTION BY SUCH PARTY IN CONNECTION WITH THIS AGREEMENT, AND SUCH
PARTY'S PERFORMANCE HEREUNDER AND THEREUNDER, HAS BEEN DULY AUTHORIZED, EXECUTED
AND DELIVERED BY SUCH PARTY AND THIS AGREEMENT CONSTITUTES THE LEGAL, VALID AND
BINDING OBLIGATIONS OF SUCH PARTY, ENFORCEABLE IN ACCORDANCE WITH THEIR TERMS,
EXCEPT AS ENFORCEABILITY MAY BE LIMITED BY BANKRUPTCY, INSOLVENCY,
REORGANIZATION, MORATORIUM OR OTHER LAWS AFFECTING CREDITORS' RIGHTS GENERALLY
AND LIMITATIONS ON THE AVAILABILITY OF EQUITABLE REMEDIES.
FURTHERMORE, IN
ACCORDANCE WITH THE STOCKHOLDERS AGREEMENT AND