THE COMPANY WILL NOT MAKE
ANY SUCH DETERMINATION OR CHANGES WITHOUT BOISE'S PRIOR WRITTEN CONSENT (NOT TO
BE UNREASONABLY WITHHELD) IF SUCH A DETERMINATION OR A CHANGE WOULD BE
SUFFICIENTLY MATERIAL TO BE REQUIRED TO BE DISCLOSED IN THE COMPANY'S OR BOISE'S
FINANCIAL STATEMENTS AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION OR
OTHERWISE PUBLICLY DISCLOSED THEREIN; PROVIDED THAT NOTHING HEREIN SHALL LIMIT
THE RIGHT OF THE COMPANY'S BOARD OR ITS AUDIT COMMITTEE TO MAKE SUCH A
DETERMINATION OR CHANGE TO THE EXTENT IT DETERMINES IS REASONABLY NECESSARY IN
ORDER FOR ITS MEMBERS TO COMPLY WITH THEIR FIDUCIARY DUTIES.
(E)
SPECIAL REPORTS OF DEFICIENCIES OR VIOLATIONS.
THE COMPANY WILL REPORT IN
REASONABLE DETAIL TO BOISE THE FOLLOWING EVENTS OR CIRCUMSTANCES PROMPTLY AFTER
ANY EXECUTIVE OFFICER OF THE COMPANY OR ANY MEMBER OF THE COMPANY'S BOARD
BECOMES AWARE OF SUCH MATTER:
(I)
ALL MATERIAL WEAKNESSES IN THE DESIGN OR OPERATION OF INTERNAL
CONTROL OVER FINANCIAL REPORTING WHICH ARE REASONABLY LIKELY TO ADVERSELY AFFECT
THE COMPANY'S ABILITY TO RECORD, PROCESS, SUMMARIZE AND REPORT FINANCIAL
INFORMATION;
27
(II)
ANY FRAUD, WHETHER OR NOT MATERIAL, THAT INVOLVES MANAGEMENT OR
OTHER EMPLOYEES WHO HAVE A SIGNIFICANT ROLE IN THE COMPANY'S INTERNAL CONTROL
OVER FINANCIAL REPORTING;
(III)
ANY ILLEGAL ACT WITHIN THE MEANING OF SECTION 10A(B) AND (F) OF
THE EXCHANGE ACT; AND
(IV)
ANY REPORT OF A MATERIAL VIOLATION OF LAW THAT AN ATTORNEY
REPRESENTING THE COMPANY AND/OR ANY OF ITS SUBSIDIARIES / AFFILIATES HAS
FORMALLY MADE TO ANY OFFICERS OR DIRECTORS OF THE COMPANY PURSUANT TO THE
SECURITIES AND EXCHANGE COMMISSION'S ATTORNEY CONDUCT RULES (17 C.F.R.
PART 205).
(F)
APPLICABILITY OF SECTION 11.
THE PROVISIONS OF THIS SECTION 11 SHALL
APPLY DURING ANY AND EACH PERIOD(S) IN WHICH BOISE AND/OR ANY PERSON (INCLUDING
ANY MEMBER OF THE BOISE GROUP) AFFILIATED WITH BOISE (IN BOISE'S GOOD FAITH
DETERMINATION) IS REQUIRED TO CONSOLIDATE THE RESULTS OF OPERATIONS AND
FINANCIAL POSITION OF THE COMPANY AND/OR ANY OF ITS SUBSIDIARIES OR TO ACCOUNT
FOR ITS INVESTMENT IN THE COMPANY UNDER THE EQUITY METHOD OF ACCOUNTING
(DETERMINED IN ACCORDANCE WITH GAAP AND CONSISTENT WITH THE SECURITIES AND
EXCHANGE COMMISSION REPORTING REQUIREMENTS).
WITHOUT LIMITING THE GENERALITY OF
THE FOREGOING, BUT FOR THE AVOIDANCE OF DOUBT, IN THE EVENT THAT BOISE IS NOT
FILING PERIODIC REPORTS WITH THE SECURITIES AND EXCHANGE COMMISSION, BOISE MAY
WAIVE ANY OF THE REQUIREMENTS OF THIS SECTION 11 WITHOUT PREJUDICE TO ITS RIGHTS
TO RECEIVE SUCH INFORMATION (INCLUDING WITH RESPECT TO PERIODS PREVIOUSLY
WAIVED) AT A TIME IN THE FUTURE IN THE EVENT THAT BOISE SUBSEQUENTLY IS REQUIRED
TO FILE PERIODIC REPORTS WITH THE SECURITIES AND EXCHANGE COMMISSION.
IN NO
EVENT SHALL THE PROVISIONS OF THIS SECTION 11 BE DEEMED TO APPLY TO ACCOUNTING
JUDGMENTS MADE BY THE COMPANY IN CONNECTION WITH THE WORKING CAPITAL ADJUSTMENT
CONTEMPLATED BY THE PURCHASE AGREEMENT.
12.
DEFINITIONS.
"Affiliate" means any Person that directly, or indirectly through one or more
intermediaries, controls or is controlled by or is under common control with the
party specified (it being understood and agree