UNDERWRITING; DUE
DILIGENCE.
(A)
FOR ANY PIGGYBACK REGISTRATION OR DEMAND
REGISTRATION PRIOR TO THE TIME BOISE HOLDINGS BECOMES SUBJECT TO THE EXCHANGE
ACT WITH RESPECT TO REGISTRABLE SECURITIES, BOISE HOLDINGS SHALL EFFECT A STOCK
SPLIT, STOCK DIVIDEND OR STOCK COMBINATION WHICH IN THE
11
OPINION OF THE UNDERWRITERS IS DESIRABLE FOR THE SALE AND MARKETING OF THE
REGISTRABLE SECURITIES TO THE PUBLIC.
(B)
IF REQUESTED BY THE UNDERWRITERS FOR ANY
UNDERWRITTEN OFFERING OF REGISTRABLE SECURITIES PURSUANT TO A REGISTRATION
REQUESTED UNDER THIS AGREEMENT, BOISE HOLDINGS SHALL ENTER INTO AN UNDERWRITING
AGREEMENT WITH SUCH UNDERWRITERS FOR SUCH OFFERING, WHICH AGREEMENT WILL CONTAIN
SUCH REPRESENTATIONS AND WARRANTIES BY BOISE HOLDINGS AND SUCH OTHER TERMS AND
PROVISIONS AS ARE CUSTOMARILY CONTAINED IN UNDERWRITING AGREEMENTS OF BOISE
HOLDINGS TO THE EXTENT RELEVANT AND AS ARE CUSTOMARILY CONTAINED IN UNDERWRITING
AGREEMENTS GENERALLY WITH RESPECT TO SECONDARY DISTRIBUTIONS TO THE EXTENT
RELEVANT, INCLUDING, WITHOUT LIMITATION, INDEMNIFICATION AND CONTRIBUTION
PROVISIONS SUBSTANTIALLY TO THE EFFECT AND TO THE EXTENT PROVIDED IN SECTION
7(A), AND AGREEMENTS AS TO THE PROVISION OF OPINIONS OF COUNSEL AND ACCOUNTANTS'
LETTERS TO THE EFFECT AND TO THE EXTENT PROVIDED IN SECTION 5(F). SUBJECT TO
SECTION 9 BELOW, THE HOLDERS OF THE REGISTRABLE SECURITIES INCLUDED IN SUCH
REGISTRATION SHALL BE PARTIES TO ANY SUCH UNDERWRITING AGREEMENT AND THE
REPRESENTATIONS AND WARRANTIES BY, AND THE OTHER AGREEMENTS ON THE PART OF,
BOISE HOLDINGS TO AND FOR THE BENEFIT OF SUCH UNDERWRITERS, SHALL ALSO BE MADE
TO AND FOR THE BENEFIT OF THE HOLDERS OF SUCH REGISTRABLE SECURITIES.
(C)
IN CONNECTION WITH THE PREPARATION AND
FILING OF EACH REGISTRATION STATEMENT REGISTERING REGISTRABLE SECURITIES UNDER
THE SECURITIES ACT PURSUANT TO THIS AGREEMENT, BOISE HOLDINGS SHALL GIVE THE
HOLDERS OF THE REGISTRABLE SECURITIES INCLUDED IN SUCH REGISTRATION AND THE
UNDERWRITERS, IF ANY, AND THEIR RESPECTIVE COUNSEL, ACCOUNTANTS AND AGENTS, THE
OPPORTUNITY (BUT SUCH PERSONS SHALL NOT HAVE THE OBLIGATION) TO REVIEW THE BOOKS
AND RECORDS OF BOISE HOLDINGS AND TO DISCUSS THE BUSINESS OF BOISE HOLDINGS WITH
ITS OFFICERS AND THE INDEPENDENT PUBLIC ACCOUNTANTS WHO HAVE CERTIFIED THE
FINANCIAL STATEMENTS OF BOISE HOLDINGS AS SHALL BE NECESSARY, IN THE OPINION OF
THE HOLDERS OF SUCH REGISTRABLE SECURITIES AND SUCH UNDERWRITERS OR THEIR
RESPECTIVE COUNSEL, TO CONDUCT A REASONABLE INVESTIGATION WITHIN THE MEANING OF
THE SECURITIES ACT.
7.
INDEMNIFICATION.
(A)
BOISE HOLDINGS INDEMNIFICATION. BOISE
HOLDINGS AGREES TO INDEMNIFY, TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH
HOLDER OF REGISTRABLE SECURITIES, ITS OFFICERS AND DIRECTORS AND EACH PERSON WHO
CONTROLS SUCH HOLDER (WITHIN THE MEANING OF THE SECURITIES ACT) AND THE
OFFICERS, DIRECTORS, AFFILIATES, EMPLOYEES AND AGENTS OF EACH OF THE FOREGOING
(WHETHER OR NOT ANY LITIGATION IS COMMENCED OR THREATENED AND WHETHER OR NOT
SUCH INDEMNIFIED PERSONS ARE PARTIES TO ANY LITIGATION COMMENCED OR THREATENED),
AGAINST ALL LOSSES, CLAIMS, DAMAGES, LIABILITIES AND EXPENSES INCLUDING, WITHOUT
LIMITATION, ATTORNEYS' FEES, EXPERT FEES AND AMOUNTS PAID IN SETTLEMENT,
RESULTING FROM OR ARISING OUT OF ANY UNTRUE OR ALLEGED UNTRUE STATEMENT OF
MATERIAL FACT CONTAINED IN ANY REGISTRATION STATEMENT, PROSPECTUS OR PRELIMINARY